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.

200320 Press release

New code submitted to the BMJV

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.

200123 Press release Code 2020

17th German Corporate Governance Code Conference

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.

Code reform 2019 adopted

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.

Click here for further information.

190522 Press release GCGC 2019(695.0 KiB)

New GCGC draft released

On 6 November 2018 the Comission has published the draft of a revised Code and invites you to take part in a consultation process. Click here for further information.

Now online: The new English translation of the German Code

You will find the English translation of the current German Code, published 24 April 2017 by Federal Gazette, under the section "Code". Be aware that is a convenience translation. 

Editorial adaptation of the Code, today published by the Federal Gazette

With the publication dated 19 May 2017, the Federal Gazette has corrected its transfer error in the explanatory footnotes of the sample tables in the annex of the Code.

According to the Federal Ministry of Justice and Consumer Protection, the announcement date of the current code is still the 24 April 2017 because there were only editorial adaptation.

Amended version 2017, today published by Federal Gazette

Please be aware that the English Translation of the German Code is under revision and will be published soon.

Proposed amendments to Code 2017 published

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.

170214 Press Release Amendment Code(475.9 KiB)

Journal article from Dr. Manfred Gentz

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.

WPg 24-2016 Gentz(481.2 KiB)

Proposed amendments to Code for 2017 published

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.

Common Statement By The Five Chairmen Group

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

160701 Common Statement By The Five Charimen Group EN(184.0 KiB)

15th German Corporate Governance Code Conference

Please find below the press release regarding the 15th Conference.

160622 DCGK PM Konferenz en(461.4 KiB)

A new member appointed to the Regierungskommission

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.

160621 DCGK PM Mitglieder EN(321.6 KiB)

Five members appointed to the Regierungskommission

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.

16-01-25 DCGK PM Ernennung neuer Mitglieder final EN(292.9 KiB)

14th German Corporate Governance Code Conference

Please find below the press release regarding the 14th Conference.

150618 Press release

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.

150511 Press release

Proposed amendments to Code for 2015 published

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.

150203 Proposed Amendments GCGC 2015

Position on the draft OECD Corporate Governance principles

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.

2015-01 Position CG Commission OECD Principles(423.9 KiB)

Government Commission clarifies Code-model tables for Management Board Members' remuneration

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.

PR Code clarification 140930(386.7 KiB)

Press Release "Fewer new recommendations, more explanations and comments"

Press release on the occasion of the 13th German Corporate Governance Code conference:

  • Containment of undesirable regulatory developments in the Corporate Governance Code
  • No changes to the 2014 Code
  • Commission in dialogue with proxy advisors
  • Rules of procedure providing improved transparency in the commission's work

Press Release 2014-06-25(307.7 KiB)

13th German Corporate Governance Code Conference

24 and 25 June 2014 at the Berlin Representative Office of Deutsche Telekom AG. This event is by invitation only. Conference language is German.

CGK 13004 KB Programm 140506(126.1 KiB)

Manfred Gentz to be new Chairman of the Code Commission from 30 September

  • Three new members appointed
  • Government Commission welcomes new funding basis

 

Press release

12th German Corporate Governance Code Conference, June 12 and 13, 2013, Berlin

Code Commission decides on changes to management board remuneration and streamlines regulations

The amendments to the German Corporate Governance Code resolved by the Government Commission on June 12, 2006, have been published today in the electronic Federal Gazette (Bundesanzeiger) (German only) by the Federal Ministry of Justice. Please find the amended version and an overview of the code amendments on this website.

Amendments to the German Corporate Governance Code

The amendments to the German Corporate Governance Code resolved by the Government Commission on June 12, 2006, have been published today in the electronic Federal Gazette (Bundesanzeiger) (German only) by the Federal Ministry of Justice. Please find the amended version and an overview of the code amendments on this website.

The amendments to the German Corporate Governance Code resolved by the Government Commission on June 02 have been published yesterday in the electronic Federal Gazette (Bundesanzeiger) (German only) (adjustment dated July 21,2005) (German only) by the Federal Ministry of Justice (see press release of the Federal Ministry) (German only). Please find the amended version and an overview of the code amendments on this website.

Press release on the bill announced by Federal Minister Zypries on the disclosure of management board compensation

11 03 2005 14 Uhr PM Zypries EN(26.4 KiB)

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.

Press Release

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.

more

The amendments to the German Corporate governance Code resolved by the Government Commission on May 21 have been published today in the electronic Federal Gazette (Bundesanzeiger) by the Federal Ministry of Justice. Please find the amended version and an overview of the code amendments on this website.

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.

Press release of the Federal Ministry of Justice

"Wichtige Hinweise zur Umsetzung der Beschlüsse der Cromme-Kommission".

Mitteilung BMJ vom 10 06 2003(93.3 KiB)

Press Release

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.

more

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/

Press Release

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.

more

Press release

Code gets German companies into shape for international financial markets Clear standards for transparency and confidence in German corporations

The members of the commission are listed in the appendix (Word, 20,5 KB) to this press release.

more

Remarks by Dr. Gerhard Cromme

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

RedeDrCromme-Uebergabe-en(63.8 KiB)

Remarks by Dr. Gerhard Cromme

Chairman of the Goverment Commission German Corporate Governance Code on the publication of the draft German Corporate Governance Code December 18, 2001 in Düsseldorf

RedeDrCromme e(110.2 KiB)