ドイツでは「共同決定」制度の法制化により，利害多元的統治モデルが制度化されている。しかし，1990年代後半以降，EU統合とグローバル化の急速な展開，伝統的安定株主の「消滅」と外国人機関投資家の圧力，さらには「新自由主義」的思潮の下での「株主価値重視経営」の喧伝の下で，「協調型資本主義」の「終焉」とまで主張されてきた。同時に，この時期，ドイツ固有の企業統治システムを維持するドイツ企業も存在したが，なかでも欧州最大の自動車会社に躍進したフォルクスワーゲン社はポルシェ・ピエヒ一族の過半数所有という形で資本市場からの圧力を遮断し，「長期連帯主義」に依拠した伝統的企業統治を維持してきた。しかし，2015年9月に発覚したVWディーゼルエンジン排ガス規制不正スキャンダルは，巨額のリコール・損害賠償費用，ブランド価値の棄損等，大きな打撃を受けている。本稿は，まず特に2000年代以降のVWの多元的企業統治の経路依存的進化の具体的在り様をたどるとともに，このインサイダー型企業統治構造が有する，克服すべき課題も明らかにする。

 This paper focuses on the characteristics of executive compensation committees in large German-listed companies. An executive compensation committee is a supervisory board committee in charge of executive compensation. This committee was recently adopted from the U.S., where it generally consists of independent members. However, as per the principles of the German supervisory boards, employees participate in the decision-making process. Every system needs coordination between its parts in order to function effectively as a whole. This paper examines the extent to which the German system affects the committee compositions.

 A study of 25 constituents of the Deutscher Aktienindex (DAX), a major German stock index, shows that all these samples, except for one sample without a codetermination system, include employee representatives in each executive compensation committee. In 20 constituents, employee and shareholder representatives share memberships equally. Thus, codetermination systems that have a long history in Germany considerably influence the memberships of executive compensation committees.

 A subsequent study of the membership profiles of these 20 companies shows that shareholder representatives are at a greater advantage than employee representatives in executive compensation committees. This shareholder ascendancy is based on the design of codetermination systems. In all cases, shareholder representatives are the committee chairmen, and 17 of them have the casting votes at committee meetings. In the three remaining cases, the chairmen of entire supervisory boards—who, by statutory authority, have the casting votes throughout the board meeting—are included in the executive compensation committees as members. Thus, codetermination systems significantly restrict the design of the executive compensation committees.

 Executive compensation committees have disintegrated, owing to the constraints of the longstanding traditional systems in Germany. Imported foreign systems need to change their modes of operation and design in a manner that is consistent with the structure of the import's destination.

 This paper focuses on the current situation of supervisory board committees in large German corporations, while taking into consideration national factors at play. Although it seems that these committees were originally imported from the United States in the 1990s, Germany incidentally has a long history of supervisory board committees. There are many surveys that provide the data on establishments of board committees and compare them across nations, but do not mention the differences between one-tier and two-tier board systems. It is unclear whether nomination committees in Germany nominate members to supervisory boards or executive boards.

 Firstly the paper arranges all supervisory board committees among the 25 German corporations that comprise the Deutscher Aktienindex (DAX-30). All 25 sample corporations establish not only mandatory committees but also principle-based committees that are recommended in the German Corporate Governance Code. Various spontaneous committees, such as the strategy, personnel, and risk committees are also quite popular.

 Secondly, the paper conceptually differentiates between nomination and compensation committees for both supervisory and executive boards. All “nomination” committees nominate supervisory board members, while two of them also nominate executive board members. All 25 sample corporations establish compensation committees targeting executive board members, and 22 of them doubled as nomination committees for executive board members.

 These findings can be explained as a result of the hybridization of the German and foreign corporate governance systems. German corporations have utilized board committees to solve managerial inefficiencies for at least 95 years, and recent globalizing process has made this system more common. On the other hand, German corporations have been adhering to two main systems that is, codetermination and two-tier board systems, and this influence has come down to board committees. For example, mandatory board committees for co-determination exist in Germany, and nomination and compensation committees for executive board members often consist of the same number of shareholder and employee representatives.