For supervisory and advisory boards
Overseeing transformation on the supervisory or advisory board – with the right questions at the right time
When the management board restructures an organisation, your work on the board changes too. This page sets out what you should monitor, which questions you need to ask and when an independent outside view gives your board certainty.
The starting point
The management board restructures. You carry the oversight.
The law is brief: the supervisory board must monitor the management. In quiet years, that means quarterly reports, annual accounts and a few transactions requiring approval. In a transformation, this rhythm is no longer enough. Decisions are made faster, risks cut across divisions, and the board paper is often already three weeks old by the time it is on the table.
In addition, oversight asks not only whether something is lawful, but also whether it is proper and appropriate. Anyone who knows a restructuring only from board papers is overseeing the paper, not the restructuring. Overseeing transformation on the supervisory board therefore means above all: asking earlier and more precisely.
The rhythm no longer fits
Quarterly reports reach the board when a correction is already expensive. In the critical phase, shorter intervals are needed, or a committee that is closer to events.
Green until it turns red
Programme reports show milestones, rarely impact. The traffic light stays friendly until it flips. Behind this there is rarely intent, almost always a reporting system built for projects rather than for a board.
Your diligence becomes measurable
Your protection in business decisions depends on whether you decided on the basis of adequate information. In a transformation, it is precisely this basis that is thinnest.
Three boards, three situations
Where you sit determines what you need to watch.
The basic duty is the same everywhere. What it specifically requires in a transformation differs by organisation and board.
Banks and insurers
The board itself is supervised
In banks, the supervisor also examines the board itself: professional suitability, time availability and whether the board as a whole covers all the necessary competences. Insurers have their own requirements for their governing bodies. A major restructuring is the moment when gaps become visible.
- Does the board cover execution, IT and organisation?
- Which documents go to the supervisor, and do you know them?
- Do you have enough time for a tighter meeting schedule?
Companies with a supervisory board
The restructuring affects your main bank
In stock corporations, limited companies and cooperatives, it is rarely just about strategy. A realignment changes plan figures, liquidity and therefore the relationship with the lenders. Having worked in banking and financial services since 1990, I know how a bank looks at such a plan.
- Does the plan comply with the financing covenants?
- Which measures require your approval?
- Who runs day-to-day business while the restructuring is under way?
Advisory boards in family businesses
A succession is also a transformation
In a handover, more changes than the name in the management: roles, decision paths, often the financing as well. The advisory board is then control body, sparring partner and mediator at once, and must take care not to belong to either side.
- Has the succession been decided or only discussed?
- Who decides during the transition period?
- What does the main bank say about the new management?
Whether your advisory board is legally treated like a supervisory board depends on the rights granted to it by the articles of association. Your lawyer will clarify that. Which questions it should ask in a restructuring is set out on this page.
Ten questions
Ten questions for the management board
A good board is recognised by its questions and by its ability to handle the answers. These ten carry through any transformation, regardless of industry and size.
Before the decision
- Which problem does the restructuring solve, in one sentence and with one figure?
- Which alternatives were examined, and why were they rejected?
- How will we know in six months that we are wrong?
- Who leads the restructuring, and who runs day-to-day business during this time?
During implementation
- Which metrics show impact and not just milestones?
- What is red, and what is merely delayed?
- Whom are we losing right now, and how do we know?
- What do the bank, the supervisor or the lenders say about progress?
At the end
- What has been achieved, measured against the first question?
- What remains when the project team leaves?
A piece of advice from practice: Have the answers to questions 2 and 3 given to you in writing before you approve. It is precisely this part of the information basis that is most often missing later.
From practice
I know both sides of the table.
In Programm Adler, the reorganisation of the Volksbank association, we regularly prepared papers for supervisory boards and for the ECB – as evidence of progress and to inform the boards.
I therefore know how a board paper is produced, what it contains and what it doesn’t. And I recognise a paper that is meant to reassure rather than inform.
The programme was completed ahead of the planned schedule, as documented in the Volksbank association’s 2022 half-year report.
How I support your board
Three routes, depending on what your board needs right now
I work for the board or its chair, confidentially and as an equal. Responsibility stays with you. I make sure you carry it on a sound basis.
Sparring & Advisory
Sparring for the chair
Before the meeting, I read the board papers with you, sharpen the questions and tell you where I would probe further. I suggest course corrections; you stay at the helm.
Transformation & Change
An independent view of the situation
I look at the programme from the inside: conversations with programme management and line management, spot checks of plans and metrics. You receive a clear, plain-spoken picture of the situation. Not an expert opinion and not an audit, but an honest assessment of where the programme stands.
Interim Management
Temporary responsibility for execution
If the management board lacks capacity, I take over leadership of the restructuring as interim manager, with a clear mandate, a clear reporting line and an agreed end. Oversight remains with you.
Every situation is different. That is why, after the first conversation, you receive a proposal tailored to your case.
The legal framework in brief
The duties on which everything rests
For Austria and Germany, each with its legal reference. Limited companies and cooperatives with a supervisory board broadly follow the same rules.
Monitoring
The supervisory board must monitor the management. Austria: § 95 Abs 1 AktG (Stock Corporation Act), for limited companies § 30j GmbHG (Limited Liability Companies Act), for cooperatives § 24e Abs 1 GenG (Cooperatives Act). Germany: § 111 Abs 1 AktG, for limited companies § 52 GmbHG, for cooperatives § 38 Abs 1 GenG.
Requesting reports
The supervisory board can request a report from the management board at any time, including outside meetings. Austria: § 95 Abs 2 AktG, for cooperatives § 24e Abs 1 GenG. Germany: § 90 Abs 3 AktG, for cooperatives § 38 Abs 1 GenG.
Diligence and discretion
A board member acts with due care who, in a business decision, decides free of extraneous interests and on the basis of adequate information for the good of the company. Austria: § 84 Abs 1a AktG, for the supervisory board via § 99 AktG. Germany: § 93 Abs 1 Satz 2 AktG via § 116 AktG.
Banks
Professional suitability, time availability and collective suitability of the supervisory board. Austria: § 28a BWG (Austrian Banking Act) and the FMA’s Fit & Proper circular (Austrian Financial Market Authority). Germany: § 25d KWG (German Banking Act).
This overview provides general information and does not replace legal advice in individual cases.
As of September 2026
Clear boundaries
What I do not take on
- No legal advice and no liability opinion. That belongs with your lawyer.
- No statutory or special audit. That is the task of the auditors.
- No dual role. I do not advise the board and the management it monitors at the same time.
Where to go from here
Three ways to get a clearer picture
Self-assessment · 4 minutes
How your board actually makes decisions: 20 statements, immediate evaluation.
Case study
Programm Adler in the Volksbank association
The reorganisation of a banking group, completed ahead of the planned schedule.
Sparring & Advisory
Sparring for the chair and the management board
When sparring helps and how it works – the most frequent questions.
Is a restructuring on your agenda?
In 30 minutes we clarify, in confidence, where your board stands and what support fits. Free of charge and without any obligation to follow up.