A two-tier board with a supervisory board that hires and fires the management board — a genuinely different governance instrument, and the one most often misunderstood by directors trained in a unitary system.
German stock corporations separate management from supervision entirely: the Vorstand runs the company and the Aufsichtsrat appoints, monitors and dismisses it. On co-determined boards, employee representatives occupy a third or half the supervisory seats, elected by the workforce rather than by shareholders. Since the FISG reforms following Wirecard, the audit committee of a public-interest entity must include a member with accounting expertise and another with auditing expertise — a specific, checkable qualification that travels well across borders.
Can a foreign director sit on a board here?
What you have to do
What actually gets in the way
Board composition
Each requirement is stated as arithmetic against the instrument that creates it, with who it binds. Nothing here is characterised as compliance or non-compliance — that is a legal conclusion about a specific company, and it is not ours to draw.
| Requirement | Threshold | Basis | Applies to |
|---|---|---|---|
| Supervisory board size | Three, or a multiple of three, scaling with share capital and workforce | AktG § 95, MitbestG | Stock corporations (AG) |
| Employee representation | One-third above 500 employees; one-half above 2,000 | DrittelbG; MitbestG 1976 | Co-determined companies |
| Gender composition of the supervisory board | At least 30% women and at least 30% men | AktG § 96(2) | Listed and parity co-determined companies |
| Audit-committee expertise | One member with accounting expertise and one with auditing expertise | AktG § 100(5), introduced by FISG | Public-interest entities |
Independence and tenure
Other tests
What a seat pays
Aktiengesetz (Stock Corporation Act) · § 111
The supervisory board monitors the management board, and certain classes of transaction may be made subject to its consent. It is a supervisory instrument, not an advisory one.
Federal Republic of Germany
Aktiengesetz · § 100(2) and § 100(5)
A person may hold no more than ten supervisory board mandates in listed companies. The audit committee of a public-interest entity must include at least one member with expertise in accounting and at least one with expertise in auditing.
Federal Republic of Germany
Mitbestimmungsgesetz 1976 and Drittelbeteiligungsgesetz 2004
Employee representatives occupy half the supervisory board in companies with more than 2,000 employees, and one-third in companies with more than 500. The chair, elected by the shareholder side, holds a casting vote in the parity model.
Federal Republic of Germany
Aktiengesetz · § 96(2)–(3)
The supervisory board of a listed and parity co-determined company must be composed of at least 30% women and at least 30% men. Management boards of such companies with more than three members must include at least one woman and one man.
Federal Republic of Germany
Deutscher Corporate Governance Kodex
Comply-or-explain recommendations on independence, competence profiles, qualification matrices and supervisory-board effectiveness, declared annually under AktG § 161.
Government Commission on the German Corporate Governance Code
Diversity requirements
How this regime map is maintained
Every requirement on this page is cited to the instrument that creates it, and the review date states when a person last checked it against the primary source. Nothing here is legal advice: rules change, and transitional provisions frequently apply. Verify against the primary instrument before you rely on it.
This regime map was last reviewed against primary sources in August 2026.
The demand thesis
This section is our reading of the market, not a statement of law. It is separated from the rules above for exactly that reason.
Why seats open
How you get in
What this market is short of
Most receptive sectors
Germany feed
The same sourced stream as the central feed, isolated to Germany. Every item cites the authority that made the change.
Directive (EU) 2022/2381 required listed companies to meet its board gender-balance objective by 30 June 2026. The obligation is now live across every member state.
Read the full itemFollowing the FISG reforms, AktG § 100(5) requires the audit committee of a public-interest entity to include at least one member with accounting expertise and at least one with auditing expertise.
Read the full itemLive mandates
Statutory board seats, interim leadership and advisory engagements, on one board. Every brief states its provenance.
Germany·Industrial Manufacturing
German Mittelstand manufacturer under lender pressure
Lenders have required an independent operating executive in the business before agreeing a standstill. The supervisory board needs someone who can hold both the operational plan and the lender relationship.
Germany·Industrial Manufacturing
Frankfurt-listed industrial group, parity co-determined
The audit committee must satisfy AktG § 100(5) with one member holding accounting expertise and another holding auditing expertise. The board holds the first and not the second, and the supervisory board's gender arithmetic under § 96(2) constrains who the next appointment can be.
Mobility corridors
A corridor is a directional pair of markets between which experience is genuinely legible — and every one of them carries a friction, because a corridor with nothing to bridge would be a corridor nobody had thought about.
Both operate two-tier structures with employee involvement and codified independence, and Dutch supervisory board experience is the closest available analogue to a German Aufsichtsrat seat.
Friction — German co-determined boards work in German, and the ten-mandate cap under AktG § 100(2) constrains a director already carrying a European portfolio.
Shared language across much of Swiss business, adjacent industrial and pharmaceutical economies, and Swiss boards that routinely include German directors.
Friction — Swiss annual individual election exposes each director to a public vote every year, which is a materially different accountability model from a German supervisory term.
Adjacent industrial economies with deeply intertwined ownership, a shared EU regulatory floor and a large population of Franco-German groups and Societas Europaea structures whose boards already operate across the border.
Friction — France runs a unitary board with employee directors; Germany runs a two-tier supervisory board with co-determination. The two look similar from outside and behave very differently in the room.
The same two-tier architecture, the same language, the same empty-chair gender sanction and closely related company law. It is the shortest corridor in European governance.
Friction — Austrian boards are smaller, employee delegation is one third rather than up to one half, and fees are materially lower — so it is a step sideways in capability and down in economics.
Two-tier supervisory structures on both sides, deep industrial supply-chain integration, and many German groups with Polish subsidiaries and regional headquarters.
Friction — Poland's independence test disqualifies anyone connected to a five per cent shareholder, which is stricter than the German test and catches candidates who are independent in Frankfurt.
Questions
A German AG has two boards. The Vorstand manages the company; the Aufsichtsrat appoints, monitors and can dismiss the Vorstand, and can make defined transactions subject to its consent. A supervisory board member does not manage, and the separation is legal rather than cultural.
Yes. There is no nationality or residency test. The real constraints are language — co-determined boards work in German because the employee representatives do — and the ten-mandate cap under AktG § 100(2).
Employee representatives hold one-third of supervisory seats in companies above 500 employees and half above 2,000. On a parity board the chair, elected by the shareholder side, holds a casting vote. It changes what the board discusses, how it is minuted, and in which language.
ID Exchange of Germany
The mobility index scores it against your own record across four named components — corridor strength, legal openness, what this market is short of, and the language its boards work in — and tells you plainly when the answer is no.