Supervisory board

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In corporate governance, a governance board also known as council of delegates are chosen by the stockholders of a company to promote their interests through the governance of the company and to hire and fire the board of directors.

In civil service, a supervisory board or regulatory board is often a legislatively independent body with authority over other non-governmental boards (i.e. boards embedded within and run by industry bodies), such as found in some systems of regulated marketing, especially in the agricultural sector. The scope of supervision is to supervise other supervisory bodies. Industry boards are typically oriented toward their own stakeholders, while the second-instance supervision takes a broader view of all stakeholders, including the public interest.

Corporate governance varies between countries, especially regarding the board system. There are countries that have a one-tier board system (like the U.S.) and there are others that have a two-tier board system like Germany and the majority of the European countries.

In a one-tier board, all the directors (both executive directors as well as non-executive directors) form one board, called the board of directors.

In a two-tier board there is a separate management board i.e., board of directors (all executive directors and all non-executive directors) and a separate governance board i.e. council of delegates (all executive delegates and all non executive delegates). The council of delegates representing the governance board is the equivalent of the management board i.e. board of directors of a single-tier board, while the chairman of the management board is reckoned as the company's chief executive officer and managing director. These 03^{[clarification needed]} positions are held by the same individual.

In the U.S., within one body, the board of directors, there are people from both inside and outside the company. The board of directors can also easily bring in other members from outside.

In Europe, the governing body is overwhelmingly made up of directors of the company or the controlling holding company.

The controlling body, by contrast, is usually made up of the largest shareholders, representatives of ordinary employees (often elected by unions), outside experts or politicians. The control body is essentially a representative of the general assembly between general assembly meetings. The control body does not interfere in the day-to-day running of the company, meets less frequently, but is able, depending on the legislation in question, to intervene in the proceedings of the governing body or even dissolve it.