German Corporate Governance Code

A. Management and supervision

I. Governance tasks of the Management Board
Principle 1 The Management Board is responsible for managing the enterprise in its own best interests. Its members are jointly accountable for managing the enterprise. The Chair or Spokesperson of the Management Board coordinates the work of the Management Board members.
Principle 2 The Management Board develops the enterprise strategy, coordinates it with the Supervisory Board and ensures its implementation.
Principle 3 The Management Board stipulates target values for the share of women in the two management levels below the Board.
Recommendation:
A.1 When making appointments to executive positions, the Management Boards shall consider diversity.
   
Principle 4 A responsible management of risks arising from business activities requires an appropriate and effective internal control and risk management system.
Principle 5 The Management Board ensures that all provisions of law and internal policies are complied with, and endeavours to achieve their compliance by the enterprise.
Recommendations and suggestions:
A.2 The Management Board shall institute an appropriate compliance management system reflecting the enterprise’s risk situation, and disclose the main features of this system. Employees shall be given the opportunity to report, in a protected manner, suspected breaches of the law within the enterprise; third parties should also be given this opportunity.
   
II. Supervision tasks of the Supervisory Board
Principle 6

The Supervisory Board appoints and discharges the members of the Management Board; it supervises and advises the Management Board in the management of the enterprise and has to be involved in decisions of fundamental importance to the enterprise.

The Articles of Association and/or the Supervisory Board stipulate that transactions of fundamental importance are subject to approval.

Furthermore, transactions with related parties* may be subject to prior approval by the Supervisory Board according to the applicable legal regulations.

Principle 7 The Supervisory Board chair is elected by the Supervisory Board from among its members. The Chair coordinates the activities of the Supervisory Board and represents the interests of the Supervisory Board externally.
Suggestion:
A.3 The Supervisory Board Chair should be available – within reasonable limits – to discuss Supervisory Board-related issues with investors.
   
III. Function of the General Meeting
Principle 8 Shareholders regularly exercise their membership rights at the General Meeting. The General Meeting adopts resolutions in particular on the appropriation of net profit, approves the actions of the Management Board and the Supervisory Board by way of discharge, and elects the shareholder representatives to the Supervisory Board as well as the external auditors. The General Meeting also adopts resolutions on the company’s legal principles, including, but not limited to, amendments to the Articles of Association, corporate actions, inter-company agreements and transformations. The General Meeting generally adopts advisory resolutions on the approval of the remuneration system for the Management Board members prepared by the Supervisory Board, on the actual remuneration of the Supervisory Board, as well as proposing resolutions on the approval of the remuneration report for the preceding financial year.
Suggestions:
A.4 The Chair should take into account that the General Meeting should be completed within four to six hours.
A.5 In the event of a takeover offer, the Management Board should convene an Extraordinary General Meeting at which shareholders will discuss the takeover offer and may decide on corporate actions.

 

 

 

Related parties within the meaning of section 111a (1) sent. 2 of the AktG.