Abstract

Corporate governance is in the first place shaped by the legislator. At present, there are basically two distinctive models: the monistic management system, in which the function of running the business of a company and its supervision is performed by a single governing body, and the dual system comprising of the management board and the supervisory board. The single management and supervisory group of the monistic system facilitates easy and fast communication between board members. In the dual system, the management board is responsible for running the business of the company. The supervisory board, in turn, is primarily responsible for controlling the company. In recent years, an evolution of both systems has been noticed. A single governing body still continues to run business of a company and control it in the monistic system. In practice, however, both functions are performed by different persons with distinctly separate competences. In this manner, the monistic system has become closer to the dual system. On the other hand, the activeness of and expectations concerning the supervisory board have increased. In this respect, it may be stated that we get ever farther away from the concept, once dominant in Germany, of a position in a supervisory board perceived as a subsidiary function. In my opinion, total harmonization of the governance system is not necessary. Both the dual and the monistic system turned out to be learning systems capable of constantly developing themselves. The choice of one of the systems should be left to the owners of a company. None of the models ensures absolute elimination of irregularities in the operation of companies, but thanks to the regulations of good corporate governance those irregularities may be largely prevented.