What is governance?
什么是治理?
What is governance?
什么是治理?
Any agency relationship involves two parties:
The agent is accountable to the principal.
The relationship arises from the separation of management and ownership.
这种关系产生于经营权和所有权的分离。
An agency relationship is one of trust between an agent and a principal which obliges the agent to meet the objectives placed upon it by the principal.
代理关系是代理人和委托人之间的信任关系,委托人要求代理人实现委托人赋予的目标。
The primary purpose of agency is to discharge its
代理的主要目的是履行其
ntentional action, omission, neglect or
incompetence.
无能
This breach may arise because the directors are pursuing their own interests rather than the shareholders' or because they have different attitudes to risk-taking to the shareholders.
这种违反可能是因为董事追求的是他们自己的利益而不是股东的利益,或者是因为他们对股东承担风险的态度不同。
The agency problem - solution
One power that shareholders possess is the right to
股东拥有的一项权力是
remove the directors from office.
罢免董事职务。
Introduce the activities of the agent.
2 What is corporate governance?
Corporate governance is a between a company's directors, its shareholders and other stakeholders. It also provides the through which the objectives of the company are set, and the means of achieving those objectives and monitoring performance, are determined.
Transparency 透明度 | open and clear disclosure / not concealing information asymmetry 公开和明确的披露/不隐瞒信息不对称 |
Accountability | board 要求股东解释 |
Responsibility | There must be a system in place that allows for corrective action. Responsible management should do, when necessary, whatever it takes to set the company on the right path. |
Reputation | how others view full access to resource and product markets |
Independence | unduly influenced by vested interests |
Fairness | taking into account everyone who has a legitimate interest minority shareholders. |
Scepticism | non-executive directors (NEDs) to adopt an air of scepticism so that they can effectively challenge management decisions in their role of scrutiny. |
4 Rules-based or Principles-based approach - definition
In a rules-based approach to corporate governance, provisions are made in law and a breach of any applicable provision is therefore a legal offence. This means that companies become legally accountable for compliance and are
在以规则为基础的公司治理办法中,法律作出规定,因此违反任何适用的规定都是法律的罪行。这意味着公司在法律上对合规负责,
or other provision. Examples: USA– Sarbanes-Oxley Act 2002(SOx)
或其他规定。例如:美国-2002年萨班斯-奥克斯利法案(SOX)
When, for whatever reason, a company is in detail with every provision of a code, the listing rules state that the company must , usually in its annual report, exactly where it fails to comply and the reason why it is unable to comply. The shareholders, and not the law, then judge for themselves the seriousness of the breach. Examples: UK-combined code 2006 (CC06)
Against
Principles | rules | |
Less costly | cheaper | |
Flexible | the demands of their own industry or shareholder preferences. | |
Transitional | unexpected change such as a death in service | |
Consistency and full compliance | A ‘box ticking’ approach offers the advantage of gaining full compliance at all times greater overall confidence |
Stakeholder Theory
利益相关者理论
Stakeholder & Stakeholder claims
Stakeholders are any entity (person, group or possibly non-human entity) that can affect or be affected by the achievements of an organisation's objectives. It is a
利益相关者是指能够影响组织目标实现或受其影响的任何实体(个人、团体或可能的非人类实体)。这是一个
bi-directional relationship. Each stakeholder group has
双向关系。每个利益相关者群体都有
different expectations about
不同的期望
upon the organisation.
Stakeholder claims mean the demands that stakeholder interests make upon organisations. Management has to decide on the and relative of different stakeholder claims.
Employees | Pay, working conditions and career path 薪酬、工作条件和职业道路 Employees also have information requirements - immediate work environment and which is future orientated. |
Trade unions | Trade unions exist to protect employee interests - lax control and risk environment: jeopardise health and safety -discrimination Their influence will depend on the percentage of employees that are members. |
Suppliers | Major suppliers will often be key stakeholders, particularly in businesses where material costs and quality are significant. poor supplier relationship: withdraw credit /switch to supplying competitors |
Customers | low costs, quality and service support deeper moral needs |
Regulators | Actively promoting competition shareholder-stakeholder confidence in the information |
Classifications of stakeholders
Narrow & wide | most affected by the organisation’s policies - employees, suppliers less affected - wider community (as opposed to local communities) |
Voluntary& Involuntary | Voluntary stakeholders are those that engage with an organisation of their own choice and free will. They are ultimately able to detach and discontinue their stakeholding if they choose. Involuntary stakeholders have their stakeholding imposed and are unable to detach of their own volition. |
Active& passive | Those who seek to participate in the organisation's activities -managers, employees and regulators or pressure groups Those who do not seek to participate - institutional shareholders |
Importance of recognition of all of stakeholder claims
Stakeholder recognition is necessary to gain an understanding of the sources of potential risk
利益相关者的认可对于了解潜在风险的来源是必要的
Stakeholder recognition is important in terms of assessing the sources of influence. Stakeholder influence is assessed in terms of each stakeholder’s , with higher power and higher interest combining to generate the highest influence.
Stakeholder recognition is necessary in order to identify potential areas of conflict between stakeholders.
利益攸关方的承认是必要的,以确定利益攸关方之间的潜在冲突领域。
Instrumental view | mainly economic responsibilities / no moral standpoint of its own. It merely reflects whatever the concerns are of the stakeholders it cannot afford to upset, such as customers looking for green companies or talented employees looking for pleasant working environments. |
Normative view | moral duties towards stakeholders ethical and philanthropic responsibilities as well as economic and legal Not to do so will result in breakdown of social cohesion leading to everyone being morally worse off, and possibly economically worse off as well. |
Assessing the relative importance of stakeholder interests
The is a way of mapping
stakeholders with regard to the two variables of interest and power. The combination of these is a measure of any given stakeholder’s likely
利益相关者的利益和权力这两个变量。这些因素的结合是衡量任何特定利益相关者可能
The framework is dynamic in that stakeholders move around the map as their power and interest rise and fall with events.
该框架是动态的,因为利益攸关方的权力和利益随着事件的发生而起伏。
Key players. The organisation's strategy must be acceptable to them, eg major customer
关键人物。组织的战略必须为他们所接受,如大客户
Kept satisfied must be treated with care. They are capable of moving to segment D. eg Large institutional shareholders
Kept informed do not have great ability to influence strategy, but their views can be important in influencing more powerful stakeholders, perhaps by lobbying. eg pressure group
知情者并没有很大的能力来影响战略,但他们的观点在影响更强大的利益相关者方面可能很重要,也许是通过游说。例如压力集团
Minimal effort
最小的努力
Structure of Board of director
董事会结构
BOD Structure
BOD结构
BOD
Chairman
主席
CEO
Audit
审计
committee
委员会
Remuneration committee
薪酬委员会
Nomination committee
提名委员会
Finance Director
财务总监
Sale Director
销售总监
HR
Director
主任
Those Charged with Governance
治理层
Non-executive directors
非执行董事
Board membership and roles
Key issues for consideration for board membership are:
董事会成员需要考虑的关键问题是:
Size – the balance needs to be struck between the benefits of having varied views and opinions, alongside the need for coherence of decision-making.
规模-需要在不同观点和意见的好处与决策的一致性之间取得平衡。
Inside/outside mix – the split between executive decision-making directors and non-executive directors. Independent non-executive directors have a key role in governance. Their number and status should mean that their views carry significant weight.
内部/外部混合-执行决策董事和非执行董事之间的分裂。独立非执行董事在治理方面发挥着关键作用。他们的人数和地位应该意味着他们的观点具有重要的影响力。
Diversity mix in terms of gender, ethnicity, backgrounds, experience, etc.
在性别、种族、背景、经验等方面的多元化组合。
Nominations committees have five general roles, all of which are concerned with the recommendation of appointments to the board of directors.
提名委员会有五个一般作用,所有这些都涉及向董事会推荐任命。
The first role is to establish the appropriate
第一个作用是建立适当的
The second role is to ensure that the board contains the requisite
第二个作用是确保董事会包含必要的
lead the company and provide leadership. Any identified gaps
领导公司并发挥领导作用。任何已确定的差距
in these requirements should be filled by new appointments.
在这些需求中,应该通过新的任命来填补。
Third, the nominations committee is concerned with the continuity of required skills, the retention of directors and succession planning.
第三,提名委员会关注所需技能的连续性、董事的留任和继任规划。
Fourth, it is responsible for determining the most desirable board size given the skill needs, cost constraints and strategies of the company.
第四,它负责根据公司的技能需求、成本限制和战略,确定最理想的董事会规模。
Finally, the committee is likely to be concerned with issues of
最后,委员会可能会关注以下问题:
and to ensure that the company’s board is adequately representative of the society in which it operates.
2 How to approach the task at HWL
industries, there is a network of people with similar interests and who are known to each other.
It could use search companies and consultancies to find people likely to be willing to serve on the board. These may have databases of people serving on other charity boards or people
for a period of time in seeking to serve the wider
一段时间以来,为了更广泛地服务
public interest
公共利益
Third, the nominations committee could
第三,提名委员会可以
. This is likely to be the most
common way of recruiting executives who may be required to have specific technical skills such as accounting or marketing.
often recruited in this way.
经常以这种方式招聘。
Diversity policy aims to achieve a board which is demographically representative of the community in which it operates, such that no single demographic segment is over or under-represented.
多元化政策旨在实现董事会在人口统计上代表其经营所在社区,因此没有单一人口统计部分的代表性过高或过低。
First, it would make the board more representative of the community it is serving, including its donors and supporters. In doing so, HWL would increase its social legitimacy and enjoy a stronger social contract with its community and also with the service users.
首先,它将使董事会更能代表它所服务的社区,包括其捐助者和支持者。这样,和黄将可增加其社会认受性,并与社区及服务使用者建立更稳固的社会契约。
Second, diversity on the board will enable HWL to meet the local government requirements for diversity and thus to continue receiving that portion of its funding from the local government.
With a large proportion of HWL’s funding coming from the local government (40%), HWL is effectively required to comply with the diversity requirements as it would be difficult to replace such funding in the short term.
由于和黄的大部分资金(40%)来自当地政府,和黄实际上须遵守多元化规定,因为短期内难以取代该等资金。
Third, diversity on a board allows the organisation to benefit from a wider pool of talent than would be the case with a less diverse board. Having a wide range of demographic segments represented should mean that a wider range of skills, abilities and competences are available.
第三,董事会的多元化使组织能够从更广泛的人才库中受益,而不是在董事会多元化程度较低的情况下。代表广泛的人口阶层应意味着可以获得更广泛的技能、能力和才干。
A demographically narrow board would exclude the talents possessed by those outside of the narrow representation and this would be against the board’s best interests in seeking to be effective in its duties.
一个人口结构狭窄的委员会将排除那些在狭窄代表之外的人所拥有的才能,这将违背委员会在寻求有效履行职责方面的最佳利益。
Fourth, a more diverse board would enable a wider range of views and opinions to be expressed. The dominant opinion of the majority and the phenomenon of ‘group think’ can lead to the adoption of positions and policies which can often be shown to be inappropriate in the longer term.
第四,一个更加多样化的董事会将使更广泛的观点和意见得以表达。多数人的主导意见和“群体思维”现象可能导致采取从长远来看往往被证明是不适当的立场和政策。
So some contrary and challenging voices, especially from those speaking from the perspective of a demographic minority, can be important contributions in policy discussions.
因此,一些相反和具有挑战性的声音,特别是那些从人口少数群体的角度发言的声音,可以在政策讨论中做出重要贡献。
Director’s induction programme
The overall purpose of induction is to minimise the amount of time taken for the new director to become effective in his or her new job. There are four major aspects of a director’s induction.
入职培训的总体目的是最大限度地减少新董事在新工作中发挥作用所需的时间。董事入职培训有四个主要方面。
To convey to the new starter, the organisation’s norms, values and culture. This is especially important when the new employee is from a different type of culture. Because Sam moved from a different country to join Ding Company, he had to adjust to a new national culture as well as a new corporate culture.
向新员工传达公司的规范、价值观和文化。当新员工来自不同类型的文化时,这一点尤其重要。由于Sam从不同的国家加入了Ding公司,他必须适应新的国家文化以及新的企业文化。
There is evidence from the case that he misunderstood some of the cultural norms in that it was alleged that he made what he considered normal but what was perceived as an inappropriate remark to a young female employee. An induction programme including content on culture and norms may have prevented this situation from occurring.
案件中有证据表明,他误解了一些文化规范,因为据称他对一名年轻女雇员说了他认为正常但被认为是不恰当的话。包括文化和规范内容的入门课程可能可以防止这种情况的发生。
To communicate practical procedural duties to the new director including company policies relevant to a new employee. In Sam’s case this would involve his orientation with his place in the structure, his reporting lines (up and down), the way in which work is organised in the department and practical matters.
向新董事传达实际的程序职责,包括与新员工相关的公司政策。在萨姆的情况下,这将涉及他的方向与他在结构中的位置,他的报告线(向上和向下),在该部门的工作是如何组织和实际问题。
In the case scenario, Sam made a simple error in the positioning of his office furniture. Again, this is an entirely avoidable situation had the induction programme provided him with appropriate content on company policy in this area.
在这个案例中,Sam在放置办公家具时犯了一个简单的错误。同样,如果入职培训方案向他提供了有关这方面公司政策的适当内容,这种情况是完全可以避免的。
To convey an understanding of the nature of the company, its operations, strategy, key stakeholders and external relationships. For a new director, an early understanding of strategy is essential and a sound knowledge of how the company ‘works’ will also ensure that he or she adapts more quickly to the new role.
In the case of a financial controller such as Sam, key external relationships will be with the company’s auditors and banks. If Sam is involved in reporting, the auditor relationship will be important and if he is involved in financing, the banks and other capital providers will be more important.
对于像Sam这样的财务总监来说,关键的外部关系将是与公司的审计师和银行的关系。如果山姆参与报告,审计师的关系将是重要的,如果他参与融资,银行和其他资本提供者将更加重要。
To establish and develop the new director’s relationships with colleagues, especially those with whom he or she will interact on a regular basis. The importance of building good relationships early on in a director’s job is very important as early misunderstandings can be costly in terms of the time needed to repair the relationship.
建立和发展新总监与同事的关系,特别是与他或她将经常互动的同事。在董事工作的早期建立良好关系的重要性非常重要,因为早期的误解可能会花费修复关系所需的时间。
It is likely that Sam and Annette will need to work together to repair an unfortunate start to their working relationship as it seems that one of her first dealings with him was to point out his early misunderstandings (which were arguably due to her failure to provide him with an appropriate induction programme).
山姆和安妮特很可能需要共同努力来修复他们工作关系的不幸开端,因为她与他的第一次交往似乎是指出他早期的误解(这可以说是由于她未能为他提供适当的入门课程)。
Continuing professional development (CPD)
I.
of the company will largely by the set by our board, which permeates throughout the organisation. By investing in board development, we can
.
III. Continuing professional development should help to
Leaving office - Retirement by rotation
Definition
定义
Retirement by rotation is an arrangement in a director's contract that specifies his or her contract to be limited to a specific period (typically three years) after which he or she must retire from the board or offer himself (being eligible) for re-election. The director must be actively re-elected back onto the board to serve another term. The default is that the director retires unless re-elected.
轮值退任是董事合同中的一项安排,规定其合同限于特定期限(通常为三年),之后他或她必须从董事会退休或(有资格)重选连任。董事必须积极地重新选举回到董事会,以担任下一个任期。默认情况是,董事退休,除非重新当选。
Importance of Retirement by rotation
轮换退休的重要性
Retirement by rotation of contract termination for underperforming directors.
It
Resignation with or without notice.
不管有没有通知。
Death in service
在职死亡
Failure of the company.
公司的失败。
Being removed e.g. by being dismissed for disciplinary offences.
被移除,例如因为违反纪律而被开除
Prolonged absence. Directors unable to perform their duties owing to protracted absence, for any reason, may be removed. The length of qualifying absence period varies by jurisdiction.
长期缺席因任何原因长期缺席而无法履行职责的董事可被免职。合资格缺勤期的长短因司法管辖区而异。
Being disqualified from being a company director by a court. Directors can be banned from holding directorships by a court for a number of reasons including personal bankruptcy and other legal issues.
被法院取消担任公司董事的资格。法院可以出于多种原因禁止董事担任董事职务,包括个人破产和其他法律的问题。
An ‘agreed departure’ such as by providing compensation to a director to leave.
“协议离职”,例如向离职董事提供补偿。
Chairman and CEO
董事长兼CEO
Lead the and to protect shareholder interests above all others
Develop and implement capable of delivering superior shareholder value
Manage the financial and physical of the company, monitor results, and ensure that effective operational and risk controls are in place
Oversee the , co-ordinate the interface between the board and the other employees in the company
The chairman is the leader of the board of directors.
董事长是董事会的领导者。
In this role, he or she is responsible for ensuring the
在这个角色中,他或她负责确保
The chairman represents the company to investors and other outside stakeholders. He or she is often the of the organisation, especially if the organisation in a public manner.
Linked to this, the chairman’s roles include communication with shareholders. This occurs in a statutory sense in the annual report and at annual and extraordinary general meetings.
与此相关,董事长的职责包括与股东沟通。这在法定意义上发生在年度报告以及年度和特别股东大会上。
Importance of the chairman’s statement
主席声明的重要性
In general terms, it is intended to convey important messages to shareholders in general, strategic terms.
一般而言,它旨在向股东传达重要的信息,一般而言,战略术语。
As a separate section from other narrative reporting sections of an annual report, it offers the chairman the opportunity to inform shareholders about issues that he or she feels it would be beneficial for them to be aware of.
作为独立于年度报告其他叙述性报告章节的一个章节,它为主席提供了一个机会,让股东了解他或她认为对他们有好处的问题。
This independent communication is an important part of the
The separation of roles offers the benefit that it frees up the chief executive to fully concentrate on the management of the organization without the necessity to report to shareholders or otherwise become distracted from his or her executive responsibilities.
角色分离的好处是,它使首席执行官能够完全专注于组织的管理,而不必向股东报告或以其他方式分散他或她的行政责任。
Having the two roles separated reduces the risk of a conflict of interest in a single person being responsible for company performance whilst also reporting on that performance to markets.
将这两个角色分开,可以降低由一个人负责公司业绩同时向市场报告业绩的利益冲突风险。
Having two people rather than one at the head of a large organisation removes the risks of being concentrated in a single individual and this is an important safeguard for investors concerned with excessive secrecy or
Non-executive directors
非执行董事
Non-executive directors have no executive (managerial) responsibilities.
非执行董事并无执行(管理)责任。
Non-executive directors should provide a balancing influence, and play a key role in reducing between (including executive directors) and
.
They should provide
particularly institutional shareholders, that management is acting in the interests of the organisation.
特别是机构股东,管理层是在为组织的利益行事。
Role of non-executive directors
The
的
In the , NEDs may challenge any aspect of strategy they see fit and offer advice or input to help to develop successful strategy.
The
的
The
的
Finally, in the
最后在
Number of non–executive directors
New York Stock Exchange rules now require listed companies to have a
纽约证券交易所的规定现在要求上市公司有一个
Independence is a quality possessed by individuals and refers to the avoidance of being unduly influenced by a vested interest. This freedom enables a more objective position to be taken on issues compared to those who consider vested interests or other loyalties.
独立性是个人拥有的一种品质,指的是避免受到既得利益的不当影响。与那些考虑既得利益或其他忠诚的人相比,这种自由使人们能够在问题上采取更客观的立场。
Independence can be threatened by over-familiarity with the executive board, which is why many corporate governance codes have measures in place to prevent this. These include restrictions on share option schemes for NEDs and bans on cross-directorships.
对执行董事会过于熟悉可能会威胁到独立性,这就是为什么许多公司治理守则都有防止这种情况的措施。这些措施包括限制非执行董事的购股权计划及禁止相互担任董事。
Cross-directorships
交叉董事职位
This is where an executive director of Company A is a non-executive director of Company B, and an executive director of Company B is a non-executive director of Company A.
这是指A公司的执行董事是B公司的非执行董事,而B公司的执行董事是A公司的非执行董事。
outside the industry? | those with no previous contact with the other members more independent than those who may have some form of vested interest. |
from other companies within the same sector | still provide industry knowledge |
succession to a NED role from an executive position in the same company | bring their experience of that industry and company to bear on committee discussions |
Benefits of greater independence
更大独立性的好处
less likely to have prior vested interests (friendships or past professional relationships)
不太可能有先前的既得利益(友谊或过去的专业关系)
fewer prejudices for or against certain policies or individuals as working relationships will not have been built up over a number of years.
支持或反对某些政策或个人的偏见减少,因为工作关系不会在数年内建立起来。
more likely to the established beliefs & a more effective way of the work of board committees
Disadvantages of greater independence
更大独立性的缺点
A key non-executive role, including in board committees, is providing strategic advice. This can often arise from a thorough knowledge of the strategic issues in a company or industry.
一个关键的非执行角色,包括在董事会委员会中,是提供战略建议。这通常可以从一个公司或行业的战略问题的透彻了解产生。
sometimes serve as NEDs in the same company and are thus able to bring their experience of that industry and company to bear on committee discussions
Directors' remuneration
董事酬金
9.1 Different components of directors’ rewards
basic salary | not linked to performance |
A number of benefits in kind | company cars, health insurance, use of health or leisure facilities, subsidised or free use of company products |
Pension contributions | separate directors’ schemes may be made available at higher contribution rates than other employees. |
Performance-related annual bonuses | to medium term incentives 中期激励措施 |
Share options | incentives 激励 |
remuneration
Clearly adequate remuneration has to be paid to directors in order to attract and
必须向董事支付足够的薪酬,以吸引和
Remuneration packages should be structured to ensure that individuals are
薪酬待遇的结构应确保个人
basic salary | attract and 吸引和 Retention can be helped by the payment of one or more loyalty bonuses for staying more than an agreed time period. Again, these would be regardless of performance and intended solely to reward loyalty. These may not necessarily be monetary rewards. It may be, for example, that a director receives a car upgrade or additional days paid holiday after the agreed time period. |
A number of benefits in kind | |
Pension contributions | |
Performance-related annual bonuses | |
Share options |
The Greenbury committee in the UK set out principles which are a good summary of what remuneration policy should involve.
英国的Greenbury委员会制定了一些原则,这些原则很好地概括了薪酬政策应该涉及的内容。
Directors' remuneration should be set by
董事的薪酬应按
Any form of bonus should be related to measurable
任何形式的奖金都应该与可衡量的
performance or enhanced shareholder value
There should be full of directors' remuneration, including pension rights, in the annual accounts
Issues connected with
相关问题
The pay scales applied to each director's package
适用于每位董事薪酬的薪级表
The proportion of the different types of reward within each package
每种奖励中不同类型奖励的比例
The period within which performance related elements become payable
与业绩有关的要素成为应付款项的期间
Balancing of different elements
不同元素的平衡
Fixed and variable elements
固定和可变要素
Immediate and deferred elements
即期和递延要素
Cash and non-cash elements
现金和非现金部分
9.4 Roles of a remunerations committee
Firstly, the committee is charged with determining remunerations policy on behalf of the board and the shareholders.
第一,委员会负责代表董事会和股东决定再融资政策。
scales/proportions/periods
规模/比例/时期
ensure each director is fairly but responsibly rewarded
确保每位董事都得到公平而负责任的报酬
market conditions, retention needs, long-term strategy and market rates for a given job
市场条件、留用需求、长期战略和特定工作的市场费率
Secondly, the remunerations committee reports to the shareholders on the outcomes of their decisions, usually in the corporate governance section of the annual report (usually called Report of the Remunerations Committee). This report, which is auditor reviewed, contains a breakdown of each director’s remuneration and a commentary on policies applied to executive and non executive remuneration.
其次,薪酬委员会向股东报告其决策结果,通常在年度报告的公司治理部分(通常称为薪酬委员会报告)。本报告经核数师审阅,载有每名董事的薪酬明细及对适用于行政及非行政人员薪酬的政策的评论。
Unitary & Two-tier boards
单层双层板
10.1 Unitary & Two-tier boards
In a unitary board, all directors, including all executive and non-executive directors, are members. All directors are of
在单一制董事会中,所有董事,包括所有执行董事和非执行董事,均为成员。所有董事均为
There is no distinction in constitution or law between strategic oversight and operational management.
宪法或法律对战略监督和业务管理没有区别。
Unitary & Two-tier boards
Supervisory board: A supervisory board has workers' representatives and stakeholders' management representatives including banks' representatives. The board has no executive function, although it does review the company's direction and strategy and is responsible for safeguarding stakeholders' interests.
监事会:监事会由工人代表和利益攸关方管理层代表组成,包括银行代表。董事会没有执行职能,但它确实审查公司的方向和战略,并负责维护利益相关者的利益。
Management board: A management or executive board, composed entirely of managers, will be responsible for the day-to-day running of the business.
管理委员会:完全由经理组成的管理委员会或执行委员会,负责企业的日常运作。
The supervisory board the management board. Membership of the two boards is