If the behavior of a member of the supervisory board makes further collaboration unreasonable, early dismissal may be considered. The Higher Regional Court (OLG) Karlsruhe has recently confirmed this (Ref. 1 W 85/21).
Members of the supervisory board can be dismissed early for an important reason. However, the legislator did not specify when an important reason exists. In jurisprudence, it is predominantly assumed that dismissal for an important reason is permissible when further collaboration with the supervisory board member is no longer reasonable. This view was confirmed by the OLG Karlsruhe by decision on March 1, 2022, explained the commercial law firm MTR Legal.
The District Court Mannheim dismissed the supervisory board member in October 2021 at the request of the supervisory board. The appeal against the decision was unsuccessful at the OLG Karlsruhe.
The appellant was a member of the works council and became a member of the supervisory board of a public limited company as a union representative in 2019. He admitted to the company in June 2021 that he had deleted and altered emails to exonerate another then-member of the supervisory and works councils from the accusation of unauthorized vacation. The repercussions for this behavior were not long in coming: the employment relationship was extraordinarily terminated, and the supervisory board also decided to apply for the appellant’s judicial dismissal.
The OLG Karlsruhe has now confirmed the assessment of the AG Mannheim that dismissal for an important reason was permitted. By deleting and manipulating emails, the appellant destroyed the essential trust in his personal integrity and reliability required for his role as a supervisory board member. The court stated that he thereby proved himself unsuitable for the role of a supervisory board member, which also includes monitoring the board. This was not changed by the fact that the appellant’s actions were outside the actual duties of a supervisory board member or that he later restored the emails and made them available to the company. For the dismissal as a supervisory board member, an important reason lies in the person of the appellant, according to the OLG Karlsruhe.
Lawyers experienced in corporate law can advise boards and supervisory boards.
