First CEO Hiesinger, then Supervisory Board Chairman Lehner. What's going on? One attempt at explanation - and five appeals to those involved.

When I heard yesterday, Monday, about the resignation of the Chairman of the Supervisory Board of ThyssenKrupp AG, I was initially speechless. A man like Ulrich Lehner is certainly good for surprises, but he is certainly not someone who acts spontaneously and irresponsibly. So some things must have come together to tempt a hardened supervisory board professional with a Rhineland spirit to take such a step. My conclusion: Hiesinger has turned on the red lamp, now the sirens are howling with Lehner's departure.

What does this resignation mean for ThyssenKrupp? Is the company now being torn apart? Are jobs in danger? Is it counterproductive if, with Hiesinger and Lehner, the two people who wanted to keep the company together are now gone and leave the field to Cevian & Co.? And what roles do Mrs. Gather and the Krupp Foundation play? These questions arise in this confusing situation. And what we are experiencing is - by no means a gap filler for the summer slump, but a staged, tangible corporate governance scandal.

Although I came to the National Association of Corporate Directors (NACD) Summit in Washington, D.C., to take part in the discussion about boardroom issues and corporate governance, I must admit I’ve had food on the brain.

From talks about digitalization, to personal conversations, to the summit’s ‘Power Breakfasts’, there has been plenty to digest – literally and figuratively – over the past few days.

Perhaps that’s why a culinary quote attributed to the legendary management consultant Peter Drucker kept floating through my mind during the conference: “culture eats strategy for breakfast.”

We’re in the middle of annual general meeting (AGM) season here in Germany – the one time when every shareholder can address the company and get first-hand feedback from the board. In theory, this should be an exciting day for shareholders and board members alike. In practice, however, German AGMs tend to be very rigid affairs that can take up more than a full day.

In Germany, members of a company’s supervisory board maintain a system of checks and balances regarding the legality, correctness, expediency and efficiency of the decisions made by management. The qualities embodied by the ideal supervisory board member are changing, and you might be surprised to see how you stack up.

Family businesses have an advantage when it comes to corporate culture: the fundamental principles of the family are baked right in to the company. From a corporate governance standpoint, alignment on culture, values, and trust is a much easier task. The flip side to that coin are the things not inherent in a family, such as legal structures or decision making procedures.

It’s one of the most important duties tasked to the members of a supervisory board: finding the right executive board members to lead a company, and finding the right incentives to get them on board. Financial incentives are obviously a major factor, but supervisory board members walk a slippery slope when it comes to coming up with a figure.

One of the most unique aspects of German corporate governance is the two-tier management system. The supervisory board (elected by shareholders) selects the management board, and works together with the management board on long-term strategy. Why go to all the trouble?