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German Corporate Governance Code

 

The rules applicable in Germany concerning company management and supervision are to be made transparent for national as well as international investors in order to strengthen the faith that these have in the management teams of German companies. The Code has a legal principle according to §161 of the Companies Act (AktG) due to its Declaration of Compliance and was published as a new version in the Federal Gazette on 20 March 2020. This is the first fundamental revision of the Code since it was introduced in 2002. It is still important to note that the Code is subject to comply-or-explain. The so-called ‘principles’, which are based on the legal provisions, are new. Other adjustments to the content of the regulations relate to remuneration for the Management Board and Supervisory Board and the independence requirements for shareholder representatives.

 

Listed companies must use their year-end accounts to demonstrate to what extent they have followed the recommendations. Anomalies must be justified. In its current version from 2020, in chapter A principle 5 the Code demands the following: “The Management Board is to ensure that legal regulations and internal guidelines are complied with and must work towards this adherence in the company (compliance)”. The subsequent recommendation is demanded in section A.2: “The Management Board shall ensure that the compliance management system is oriented towards the company's risk position and disclose its basic principles. Employees should be offered a suitable way to safely submit reports of legal infringements in the company; third parties should also be offered the same measures”.

 

Source: (Government Commission German Corporate Governance Code, German Corporate Governance Code,: https://www.dcgk.de/de/kodex/aktuelle-fassung/a-leitung-und-ueberwachung.html (accessed on 03.06.2020)

 

See BDO AG auditing firm at: https://www.bdo.de/de-de/blogs/deutscher-corporate-governance-kodex-2020-dcgk (accessed on 03.06.2020)

 

See Federal Ministry of Justice and Consumer Protectionat: www.bmjv.de/SharedDocs/Pressemitteilungen/DE/2020/032020_DCGK.html (accessed on 03.06.2020)

 

See Haufe Group at: https://www.haufe.de/compliance/management-praxis/compliance-audit-durchfuehren_230130_464860.html (accessed on 03.06.2020).