The Commission is always open for the dialogue with economy and politics - not only, but in particular regarding the consultations of Code amendments. For appropriate recommendations and suggestions is necessary that all stakeholders, in particular companies, capital market participants, academics and the general public are involved in the process of development. A best practice developed in that manner is likely to find broad acceptance. A good opportunity for contributions is the annual conference Deutscher Corporate Governance Kodex and during the public consultations. The latter will be arranged before every amendment of the Code.
Factual changes and new national or international legislative initiatives can affect the German corporate governance directly or indirectly. The Commission observes and analyses such developments permanently and comments them, where appropriate. This may be the case even if it does not intend to amend the Code itself.
Code reform 2022 – sustainability is gaining importance
When the consultation procedure opened on 27 January 2022, the Commission published and explained the proposed amendments to the Code concerning German listed companies on the Code website.
Environmental and social sustainability must be considered when managing and supervising listed companies. The German Corporate Governance Code (the Code) wants to take this into account by making the respective adjustments. In addition, the German Financial Market Integrity Strengthening Act (Finanzmarktintegritätsstärkungsgesetz – “FISG”) requires further changes.
Proposal for an Initiative on Sustainable Corporate Governance
In a letter to European Commissioner Didier Reynders, Prof. Dr. Rolf Nonnenmacher refers to the present consultation of the EU Commission on sustainable corporate governance. The consultation is based on the "Study on Directors‘ Duties and Sustainable Corporate Governance" which the EU Commission (DG JUST) has presented in July 2020.
New Code published in the Federal Gazette & Generational change at the Commission
With the publication in the Federal Gazette on 20 March 2020, the new Code in the version of 16 December 2019 will form the basis for future Declarations of Compliance.
The Commission – headed by Rolf Nonnenmacher – is re-organising itself following reform of the German Corporate Governance Code. With effect from 1 April 2020, Dr Werner Brandt, Chairman of the Supervisory Board of RWE AG, Dr Daniela Favoccia, partner at Hengeler Mueller, Dr Bettina Orlopp, member of the Board of Managing Directors of Commerzbank AG, Dr Ariane Reinhart, Management Board member of Continental AG, Helene von Roeder, Management Board member of Vonovia SE and Reiner Winkler, Chief Executive Officer of MTU Aero Engines AG are appointed to the Commission.
The new Code 2020 has been submitted by the Code Commission to the Federal Ministry of Justice and Consumer Protection on 23 January 2020. Up until the publication in the Federal Gazette, the Code as amended on 7 February 2017 is applicable to the annual Declaration of Compliance.
Below you will find the speech "On the progress of corporate governance in Germany" by the Chairman of the Government Commission, Prof. Dr. Rolf Nonnenmacher. Further information about the conference can be found in the press release.
The Government Commission "German Corporate Governance Code" adopted a new version of the German Corporate Governance Code on 9 May 2019. The new Code contains a re-statement of the rules regarding Management Board remuneration as well as specification of the independence requirement regarding shareholder representatives on the Supervisory Board. After the Act for Implementing the Second EU Shareholder Rights Directive ("ARUG II") enters into force will the new Code be handed in for publication at the Federal Ministry of Justice and Consumer Protection.
On 7 February 2017, the Regierungskommission Deutscher Corporate Governance Kodex decided on amendments to the Code in order to enhance transparency as the basis for stakeholders to assess corporate governance and to comply with international best practices in the German code for listed companies. In addition, the Regierungskommission amended the Preamble of the Code. The new version of the Code will come into force upon publication in the electronic German Federal Gazette by the German Federal Ministry of Justice and Consumer Protection.
Rolf Nonnenmacher will chair the Regierungskommission Deutscher Corporate Governance Kodex with effect from 1 March 2017.
Please find below the journal article „Kodexänderungsvorschläge 2017 – Transparenz für fundierte Meinungsbildung“ from Dr. Manfred Gentz, Chairman of the German Corporate Governance Code Commission, published in WPg 24.2016, S. 1329.
Within the context of its regular review of the Code, the Commission is this year again following the principle of deleting content that is no longer necessary, providing clarification where sensible, incorporating legislative amendments made in the interim period, and exercising major restraint in terms of material changes.
Everyone is invited to send written comments on the proposed amendments and remarks until 15 December 2016. Comments received on time will be considered during the final consultancy of the Commission in February 2017.
For the first time, all statements tendered by companies, associations and from the field of science will be published on the Regierungskommission’s website, unless participants object to a publication. Please mention it expressly, if you do not wish your comment to be published.
Read below more about the common statement by the group of five Chairmen of the governing bodies of the Corporate Governance Codes in France, Germany, Italy, the Netherlands and the UK met on Friday 24th 2016 in Venice to establish a forum for dialogue about the role of Corporate Governance Codes
Following the recommendation of the Regierungskommission Deutscher Corporate Governance Kodex, the German Federal Minister of Justice and for Consumer Protection, Heiko Maas, has appointed Prof. Dr. Rolf Nonnenmacher, member of the Supervisory Boards and chairman of the Audit Committees of Continental AG, Covestro AG and ProSiebenSat.1 Media SE, as member of the Commission of the German Corporate Code with effect from 20 June 2016. In accordance with the rules of internal procedures of the Code Commission, in force since 2014, the appointment endures for four years.
Following the recommendation of the Regierungskommission Deutscher Corporate Governance Kodex, the German Federal Minister of Justice and for Consumer Protection, Heiko Maas, has appointed Michael Guggemos, Spokesman of the Management of Hans-Böckler-Stiftung, Dr Margarete Haase, Member of the Board of Deutz AG as well as Prof Dr Wulf von Schimmelmann, Chairman of the Supervisory Board of Deutsche Post AG, as members of the Commission of the German Corporate Code with effect from 1 February 2016. In addition, both Claudia Kruse, Member of the Extended Management of the Dutch APG Asset Management, and Jens Wilhelm, Member of the Board of Union Asset Management Holding AG, have been appointed to the Code Commission as of 1 March 2016. In accordance with the rules of internal procedures of the Code Commission, in force since 2014, the appointment endures for four years.
Amended version, today published by Federal Gazette
You will find the current version under the section "Code".
Amendements of the Code published
On 5 May 2015, the Regierungskommission Deutscher Corporate Governance Kodex decided on three material amendments to the Code which above all underline the increasingly significant role of the Supervisory Board. In addition, a series of adaptations were made as part of the management of the Code, in particular for the purpose of improved legibility and greater leanness. The new recommendations are already published by the Federal Gazette and have therefore entered into force. Please find the official text of the Code here.
Within the context of its regular review of the Code, the Commission is this year again following the principle of deleting content that is no longer necessary, providing clarification where sensible, incorporating legislative amendments made in the interim period, and exercising major restraint in terms of material changes. The Commission proposes for example that the Supervisory Board shall in future inform candidates for election to the Supervisory Board of the time commitment expected for qualified discharge of the mandate. The Commission also intends to recommend that the Supervisory Board of a listed company shall define the maximum period of office on this body on a company-specific basis.
Please, send written comments on the proposed amendments and remarks until 1 April 2015. Comments on the proposals which are submitted on time will be considered during final deliberation by the Commission in May 2015.
The Regierungskommission Deutscher Corporate Governance Kodex requests the OECD to take into account to a greater extend the characteristics of dualistic corporate governance systems, consisting of management and supervisory boards, like in Germany.
The clarified explanations also specify where and how deferrals, i.e. components from one-year variable compensation, which are deferred and not paid out immediately, are to be recorded in the model tables. In addition, the disclosure time of the one-year and multi-year variable compensation received has been harmonised. Third party benefits which have already been taken into account in Number 4.2.3 DCGK are to be specified explicitly insofar as they are connected to Management Board work.
The Berlin Center of Corporate Governance (BCCG) has today published the Executive Summary of its latest survey concerning the implementation of the German Corporate Governance Code (as of May 21, 2004). Download under www.bccg.tu-berlin.de/main/publikationen.htm.
A plenary meeting of the Government Commission on the German Corporate Governance Code was held on June 8, 2004. After detailed discussion, the Commission decided unanimously not to adjust the Code at the present time in view of the forthcoming changes to legislation in Germany and at EU level.
The 2. German Corporate Governance Code-Conference took place in Berlin, June 25/26, 2003. More detailed information, the program of the conference and selected presentations (Video on Demand) are available on the Handelsblatt-website.
The Government Commission met in plenary session on May 21, 2003. The European Commission will shortly be publishing its action plan for modernizing company law and improving corporate governance in the EU.
The Berlin Center of Corporate Governance (BCCG) has today published the Executive Summary of its survey concerning the implementation of the German Corporate Governance Code. Download under http://www.bccg.tu-berlin.de/
A plenary meeting of the Government Commission was convened on November 7, 2002 to review the German Corporate Governance Code against the background of national, European and international developments and taking into consideration the status of the public discussion.
Chairman of the Government Commission on the German Corporate Governance Code at the press conference following the handing over of the German Corporate Governance Code to German Minister of Justice Prof. Dr. Herta Däubler-Gmelin on February 26, 2002 in Berlin