Key Person Risk and governance: What must a keyman coach know about appointment and interim authority?
Governance determines who decides about the people who decide. If a key person drops out, it shows whether the bodies responsible can act quickly.

Key Person Risk in a GmbH: Who appoints the managing director?
The appointment and dismissal of managing directors and the appointment of authorised signatories are matters for the shareholders (Section 46 Nos. 5 and 7 GmbHG). If shareholders are divided or themselves affected by the loss, this decision can take time.
Key Person Risk in a stock corporation: Who appoints the executive board?
The supervisory board appoints members of the executive board for a maximum of five years (Section 84 (1) AktG). If a required board member is missing, the court appoints the member in urgent cases on application by a party concerned (Section 85 (1) AktG).
Key Person Risk and interim authority: Why should it be agreed in advance?
Governance advisers recommend separating long-term succession from immediate authority and defining in advance who holds authority when a leader leaves suddenly (Harvard Law School Forum on Corporate Governance).
Key Person Risk and governance: Which questions should be settled before the emergency?
- Who convenes the shareholders or the supervisory board within 48 hours?
- Is there a written rule for interim authority, and who knows it?
- Which decisions may the deputy make alone, and which not?
- When was the emergency succession last discussed in the board?
Key Person Risk and governance: Where is the gap that the bylaws leave open?
Bylaws determine who is competent. Whether shareholders agree on a person under time pressure, and whether that person is accepted, is decided in the conversations held before.
This is where keyman coaching starts: Johannes Faupel clarifies with owners, families and successors what is wanted before the professionals put it into words, and invites representatives of other professions when negotiations are due.
This page gives an overview and does not replace legal, tax or specialist advice in the individual case.
Key Person Risk (Keyman Risk): How can it be minimised?
The One Session: Key Person Risk Coaching
The One Session is a four-hour 1:1 intensive session in Frankfurt am Main, optionally online. It identifies the imponderables and uncertainties that matter beyond financial data, insurance benefits and production security: among them trust in deputies and successors and the appreciation of the life's work of founder personalities. Fee: EUR 5,000 plus 19 % VAT, B2B.
Choose a date for The One Session
Phone: +49 69 4800 8888
Email: info@johannesfaupel.com
Key Person Risk and governance: Which sources does this page rely on?
- § 46 GmbHG – Aufgabenkreis der Gesellschafter. www.gesetze-im-internet.de/gmbhg/__46.html
- § 84 AktG – Bestellung und Abberufung des Vorstands. www.gesetze-im-internet.de/aktg/__84.html
- § 85 AktG – Bestellung durch das Gericht. www.gesetze-im-internet.de/aktg/__85.html
- Harvard Law School Forum on Corporate Governance. Emergency succession planning. corpgov.law.harvard.edu/?p=139663
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Keyman Coaching: What else does this website cover?
- Keyman Coaching / Key Person Coaching: Securing the ability to act at founder and owner level
- Key Person Risk: Why can strong leadership hide it for a long time?
- Keyman Coaching and executive coaching: What sets them apart?
- Keyman coach: What must he be able to do?
- Key Person Risk in law: What must a keyman coach know about company and inheritance law?
- Key Person Risk and tax: What must a keyman coach know about inheritance tax on business assets?
- Key Person Risk and banks: What must a keyman coach know about powers of attorney and accounts in an emergency?
- Key Person Risk and insurance: What must a keyman coach know about the keyman policy?
- Key Person Risk in valuation and sale: What must a keyman coach know about the key person discount?
- Key Person Risk in IT: What must a keyman coach know about access, passwords and digital estate?
- Key Person Risk and health: What must a keyman coach know about illness and exhaustion?
- Key Person Risk in the family: What must a keyman coach know about life's work, loyalty and informal authority?
- Key Person Risk and communication: What must a keyman coach know about the first days of an emergency?
- Key Person Risk in hospitals and research institutions: What must a keyman coach know about chief physicians and project leaders?
- Key Person Risk and confidentiality: What must a keyman coach know about discretion and trade secrets?
- Johannes Faupel: Who books him?