The Deutscher Corporate Governance Kodex, the German corporate governance code (the Code), consists of three elements. At first it describes legal regulations for management and supervision of German listed companies (corporate governance), which are mainly referring to the Aktiengesetz (German Stock Corporation Act). Further elements are international and national acknowledged standards for good and responsible corporate governance, in the form of recommendations and suggestions. Recommendations are marked in the text by use of the word “shall” and suggestions of the word “should”.
Through the declaration of conformity pursuant to § 161 Aktiengesetz (Stock Corporation Act), the code has a legal basis. Accordingly, the recommendations and suggestions are not mandatory. However, deviations from the recommendations – not the suggestions – have to be explained and disclosed with the annual declaration of conformity (Comply or Explain). The recommendations and suggestions of the code become valid with the publication in the official section of the Federal Gazette.
Besides giving recommendations and suggestions that reflect the best practice of corporate governance, the Code aims at enhancing the German corporate governance system’s transparency and comprehensibility, in order to strengthen the confidence of international and national investors, clients, employees and the general public in the management and supervision of German listed companies.
The Commission reviews the Code on an annual basis in order to find out if it still describes the best practice of good corporate governance and adapts it when indicated.
Compliance with the Code’s recommendations is not mandatory, but deviations have to be explained. The Code relies on acceptance without compulsion. This principle gives essential flexibility to companies so that they can take industry or company specific needs into account. Simultaneously, it ensures the necessary transparency.
(Dr. Dr. h.c. Manfred Gentz)
The latest version of the Code is published on this internet page. This version includes the amendments in the appendix resolved at the plenary meeting on May 5 2015. In the appendix of the Code, the explanations, supplemented in only a few places, serve to clarify which information concerning remuneration in the model tables are recommended and how this it to be understood and presented. The recommendations and suggestions of the Code were neither amended nor supplemented. The amended version was published in the Federal Gazette 12 June 2015.