Reinhard Mohn - Lectures and Essays I

Bibliographic information published by the Deutsche Nationalbibliothek

The Deutsche Nationalbibliothek lists this publication in the
Deutsche Nationalbibliografie; detailed bibliographic information is available
on the Internet at http://dnb.d-nb.de.

One-time posthumous special edition on Reinhard Mohn,
published by the Bertelsmann Stiftung.

This issue is based on the original German edition of
Reinhard Mohns lectures and essays as an unabridged, licensed edition
for the Reinhard Mohn Complete Works Edition,

2010 E-Book-Ausgabe (EPUB)

2009 by Verlag Bertelsmann Stiftung, Gtersloh.
2010 eBook edition (PDF)
2010 Verlag Bertelsmann Stiftung, Gtersloh

Responsible: Karin Schlautmann

Production editor: Sabine Reimann

Translation: CPSL Documentation & Tools GmbH, Ludwigsburg

Cover design: Bertelsmann Stiftung

Cover illustration: Archive Bertelsmann Stiftung

Authors photo: Christoph Gdan

Typeset and printed by:

Hans Kock Buch- und Offsetdruck GmbH, Bielefeld

Printed in Germany

ISBN : 978-3-86793-291-2

www.bertelsmann-stiftung.org/publications

www.bertelsmann-stiftung.de/verlag

Inhaltsverzeichnis

Reinhard Mohn was born in Gtersloh, Germany, on June 29, 1921. After his release in 1946 by the Americans as a prisoner of war, he returned home to take over management of the familyowned printing and publishing house. He led the business, one of the leading international media enterprises, for over 40 years. The business structure is characterized by the principles of fairness, partnership, and justice. These are expressions of his idea of business culture.

In 1977, Reinhard Mohn founded the Bertelsmann Stiftung, which carries on the tradition of cultural, social, and socio-political involvement while ensuring the enterprises continuity. Reinhard Mohn transferred the majority of Bertelsmann AGs share capital to the foundation in 1993. This act reflects his conviction that wealth and prosperity should also be coupled with a commitment to social engagement.

Reinhard Mohn died on October 3, 2009.

Contemporary arrangement of company top management1

Ideas and proposals

The Bertelsmann Stiftungs fields of activity are set forth in its Articles of Association and, among others include the promotion of leadership techniques, especially in the field of business and civil servitude through research, pilot programs and apprenticeship as well as the encouragement of the development and testing of effective contemporary business forms and structures, particularly through the support of research projects, pilot schemes, etc. These principals are repeatedly followed and actively referred to, most recently in the treatment of the question being debated again today regarding purposeful organizational structure within top management, especially with regard to large companies.

These issues were thoroughly addressed and considered in a series of technical discussions at home and abroad as well as in one of the colloquiums organized by the Bertelsmann Stiftung. Reinhard Mohn, Executive board member of the Bertelsmann Stiftung and Chairman of the Bertelsmann AG supervisory board, and Dr. Herbert Henzler, Director of McKinsey & Company, Inc., both give their thoughts and suggestions in this booklet. Dr. Knut Bleicher, Professor of Business Administration Studies at the Justus Liebig University in Giessen, Germany, introduces the subject and characterizes it for us.

Corporate governance at a crossroads

Professor Dr. Knut Bleicher

In the last decade, the organization of stock corporation top management has increasingly moved into the spotlight of both a more broadly interested public and the discussion among professionals regarding business management and the legal aspects thereof. There are numerous and diverse reasons for this. The lack of consideration for legitimate public interest when company policy decisions are made is part of this, as we see spectacular corporate collapses raising questions regarding their timely recognition by business leadership and supervision bodies, as well as about crisis prevention by management. Reckless-and too often absurd-corporate takeovers resulting from the omnipotence and bravado of a particular kind of business personality, inept efforts to sufficiently discourage this type of behavior on executive and supervisory boards, and spectacular cases of failure to ensure continuity when filling company top management positions are further exemplary reasons for the current discussion questioning our top managements ability to function.

At the European level, efforts are being made to introduce rules for top management of European stock corporations into the 5th European Community Directive, something which has become quite a controversial matter, particularly with regards to employees rights of information and co-decision in executive bodies. Within the Federal Republic of Germany itself, the debate over the formulation of corporate top management has unilaterally revolved around the question of codetermination, finally reaching what is surely a temporary resolution with the Worker Codetermination Act of 1976. Incongruences in the philosophy of the German Stock Corporation Act, which originates from the idea of the enterprises monistic interest (wherein business management is intrinsically devoted to the shareholder), have allowed themselves to become oriented toward the pluralistic interests of the stakeholder, to whom the corporate leadership is subordinate. With the realization of the problems arising as a result, from 1972 to 1979, the Company Law Commission of the Federal Ministry of Justice compiled in 27 working days a large Company Act, which unfortunately lacked a wealth of ideas to create consensus on the matter. The lack of basis for a consensus that has come to light here has provoked the need for a deeper-reaching, empirical examination, in a business-administration context, of the problems of how the top management of stock corporations are organized and the reality of their situation. The German Research Foundation generously supports this effort as a main focus program, thereby helping to make the discussion more objective. At present, a specific project known as Organizing effects of various forms of corporate top leadership supports three fundamental models of corporate governance: the Anglo-Saxon, single-tier board model, with insiders and outsiders without representation from interest groups; the German two-tier management board/supervisory board model, with roughly equal employee participation; and, lastly, established more or less in the middle between both-and as a possible interesting point of convergence for both systems-the Swiss governing body model, with broader freedom for organization of the business leadership without codetermination. In these large-scale empirical studies of cross-cultural management research, data on more than 130 companies in Germany and abroad have already been collected through questionnaires and personal interviews with corporate executives. A fully completed report is, however, not expected until 1985.