Director's liability failing a Compliance Management System

(OLG Nuremberg, 30 March 2022 – 12 U 1520/19)

This is what the judges say: The Higher Regional Court of Nuremberg recently dealt with the duty of managing directors to set up compliance management systems. The court derived such a duty from the general duty of managing directors to avert damage to the company. It is the duty of a managing director to ensure that the company acts lawfully. If the managing director does not act exclusively himself, an internal compliance management system is required which is intended to prevent legal violations by the company or its employees. In addition, a managing director must regularly monitor adherence to the compliance system by his employees, not only when irregularities become apparent. The court counts regular, random and surprising checks as part of this, showing company employees that violations can be discovered and punished. In this sense: Trust is good, but control is better!