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ACCA Strategic Professional · Strategic Business Leader · The board of directors

Kessler Group operates in a country with a two-tier system. Its shareholders are concerned that the management board has been withholding information about a risky acquisition from the supervisory board, which learns of major decisions only after they are made. Which governance implication is most relevant to this concern?

The supervisory board can only oversee effectively if the management board gives it timely and complete information. Withholding details of a major acquisition creates information asymmetry and undermines its monitoring role, so information rights and reporting requirements must be strengthened rather than blending the two tiers.

  1. AThe effectiveness of the supervisory board depends on timely, complete information from the management board, and its absence undermines the oversight roleCorrect
  2. BThe supervisory board should take over the day-to-day running of the acquisition to restore control
  3. CThe structure should be switched to a unitary board, since that eliminates information asymmetry entirely
  4. DShareholders have no remedy because the supervisory board is not accountable to them

Explanation

A recognised weakness of two-tier boards is information asymmetry: supervisors rely on managers for information. The remedy is information rights and reporting protocols, not direct management by supervisors. A unitary board does not remove information asymmetry entirely, and the supervisory board is accountable to shareholders, who typically elect it.

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