Independently authorized, but still required to consult with a co-director?

It is a common misconception: a director should not have to consult with his co-director(s) because he has independent authority. What goes wrong here?

The answer has to do with an important distinction between decision-making and representation. In principle, the board always makes decisions together. After all, as a board, you are jointly responsible (and if things go wrong, also liable).

Whereas for the legal entity the decision-making on the policy is an internal matter, the implementation of the policy is an external matter. After all, for the latter, the legal entity must be bound to third parties. Think, for example, of customers, suppliers or employees. What matters to them is whether they are dealing with someone authorized to bind the legal entity. That is why a director's power of representation is recorded in the trade register. This can be viewed by anyone.

Barring exceptions, a decision can only be taken by the (full) board. Usually a simple majority vote applies among themselves. So compare decision-making to making policy. The implementation of that policy can be assigned to individual directors, or - in their place - proxies. They receive a full or limited power to do so, which is registered in the trade register.

Independent authority thus means that someone has full authority to bind the legal person. However, this can still only be done to implement decisions, which have first been taken jointly.