The Government Commission "German Corporate Governance Code" adopted a new version of the German Corporate Governance Code ("GCGC", or the "Code") on 9 May 2019. Only 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. Thus, potentially necessary amendments to the final new version of the German Stock Corporation Act (Aktiengesetz – "AktG") – due to the ARUG II – can be implemented. The new Code will then come into force with the subsequent publication by the Ministry in the German Federal Gazette, thus superseding the hitherto valid Code in its version dated 7 February 2017.

The Government Commission will already present the new Code, in order to help enterprises and capital market participants prepare for the new recommendations and suggestions. Within the meaning of best practice, enterprises may adopt individual new recommendations and suggestions prior to the official adoption date. The GCGC version dated 7 February 2017 acts as the basis of the Declaration of Compliance until the new Code has been published in the German Federal Gazette.

The Code can be found here.

 

The drafted Code of 6 November 2018 and further documents of the consultation are available in the archive.