Transparency and disclosure law now in force
The law to further reform stock corporation and accounting legislation, on transparency and disclosure (Transparency and disclosure law) of July 19, 2002 was published in the Federal Gazette Part I No. 50 on July 29, 2002 (http://126.96.36.199/BGBL/bgbl1f/bgbl102s-2681.pdf). Under Article 5 of this law, it entered into force on July 26, 2002.
Under Article 1, item 16 of the Transparency and disclosure law, a new Article 161 is added to the stock corporation act:
- “Article 161 Declaration on the Corporate Governance Code (convenience translation)
The executive board and supervisory board of exchange-listed companies shall declare once a year that the recommendations of the “Government Commission on the German Corporate Governance Code” published by the Federal Ministry of Justice in the official section of the electronic Federal Gazette have been and are being complied with or which of the Code’s recommendations are not being applied. The declaration shall be made permanently accessible to stockholders.”
To supplement this, Article 3 (2), item 3 contains a transitional provision which is included in a new version of Article 15 of the introductory act to the Stock Corporation Act (EGAktG):
- “Article 15 Transitional provision to Art. 161 of the Stock Corporation Act
The declaration under Article 161 of the Stock Corporation Act must be issued for the first time in 2002. However, in the first year it may be limited to a declaration that the recommendations of the “Government Commission on the German Corporate Governance Code” are complied with or which recommendations are not applied.”
The declaration of conformity required of the executive board and supervisory board under Article 161 AktG relates to the German Corporate Governance Code presented to the public on February 26, 2002 which is published on this homepage. In accordance with the wording of Article 161 AktG, the Federal Ministry of Justice has published the Code in the official section of the electronic Federal Gazette.