Supervisory and advisory board appointments: driven by strategy, not by the address book.

Why network appointments reach their limits

Many supervisory and advisory board seats are still filled from the personal network of the chair or the owners. It is fast and feels safe.

But it often produces boards where profiles repeat themselves and the very expertise the strategy of the coming years requires is missing.

When a structured appointment makes sense

• Members are stepping down or the chair is about to change.
• The strategy is shifting: transformation, internationalisation, digitalisation or AI require new expertise on the board.
• The ownership structure is changing, for example through a private equity investor or succession in a family business.
• An advisory board is being set up, or developed from an advisory into a supervisory body.
• Legal or regulatory requirements must be met, such as gender balance, financial expertise or independence.

From skills profile to qualification matrix

The German Corporate Governance Code recommends that listed companies define a skills profile for the supervisory board as a whole and disclose its implementation in the form of a qualification matrix. For unlisted companies and advisory boards this is not mandatory, but it is the best starting point for any appointment.

• Translate the strategy: which decisions will the board need to support and oversee over the next three to five years?
• Map the current board: which skills, industry and functional experience exist today, and how robust are they?
• Prioritise the gaps: what is genuinely missing, and what is better covered by external advice or committees?
• Profile each seat: expertise, personality, time commitment, independence and potential conflicts of interest.

The legal framework in Germany

• Financial expertise: in public-interest entities, at least one member must have expertise in accounting and at least one other member expertise in auditing (Section 100(5) German Stock Corporation Act).
• Gender balance: listed companies subject to parity co-determination must have at least 30 percent women and at least 30 percent men on the supervisory board (Section 96(2) German Stock Corporation Act).
• Independence and overboarding: the Code contains recommendations on the independence of shareholder representatives and on the number of other mandates. Both belong early in the selection, not only in the election proposal.
• Timeline: in a German AG the general meeting elects members on the proposal of the supervisory board. The process should therefore be planned backwards from the AGM date.

My approach

• Starting point: confidential conversation with the chair, nomination committee or owners.
• Skills analysis: assessment of the current board, building or sharpening the qualification matrix.
• Target profile: requirements for the specific seat, agreed with the decision-makers.
• Direct search: market analysis and discreet outreach, explicitly beyond familiar networks.
• Due diligence: structured interviews, references and checks on independence, time commitment and conflicts of interest.
• Decision: paper for the nomination committee, supervisory board or shareholders, and support with onboarding.

Advisory boards in mid-sized companies

In mid-sized companies an advisory board is usually voluntary and its role can be shaped freely: purely advisory, with approval rights, or as a genuine oversight body.

Before searching, it should be clear what rights the board has, whom it reports to and how it works with shareholders and management. Only then can you tell which personalities fit. More under Board Advisory.

Frequently asked questions

Is this only relevant for listed companies?

No. Family businesses, private equity portfolios and co-determined GmbHs benefit just as much from a clear skills profile. The legal obligations differ; the logic of a good appointment does not.

How early should the search start?

Early enough that skills analysis, outreach and conversations are completed without time pressure before the election or appointment. Starting only a few weeks before the AGM almost inevitably leads back to your own network.

Can this be combined with a board evaluation?

Yes, and it often makes sense. A board self-assessment shows where expertise or collaboration is lacking and thus provides the basis for the target profile. In depth: Board evaluation.

Discuss a board appointment in confidence →

Related topics: CEO Succession · Board governance in private equity · AI governance on the board

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