The two-tier board structure consists of two distinct boards: the management board and the supervisory board. The key arguments supporting the adoption of this structure include:

1. Separation of Roles: The management board is responsible for operational issues, while the supervisory board focuses on monitoring the performance of the management team. This clear separation reduces conflicts of interest.
2. Stakeholder Representation: It provides an avenue for representing the interests of different stakeholders (e.g., employees, customers) on the supervisory board, without interfering with the day-to-day management of the company.
3. Legal Differentiation of Duties: Non-executive directors on the supervisory board have distinct legal duties from the executive directors on the management board, allowing for focused oversight.
4. Enhanced Decision-Making: The supervisory board can offer strategic guidance without being involved in daily operations, promoting more thoughtful decision-making.
5. Prevention of Conflicts of Interest: The structure allows early identification and resolution of conflicts of interest, protecting shareholders’ interests.