The “Government Commission for the German Corporate Governance Code”, appointed by the federal government reviews as a rule once a year the “German Corporate Governance Code” adopted by it for the first time on 26 February 2002 (subsequently also referred to as “Code” or “GCGC”) and modifies it, if required. On 7 February 2017 the Government Commission adopted the 13th amendment to the Code.
The Code presents essential statutory regulations for the management and supervision (governance) of German listed corporations and contains internationally and nationally recognised standards for good and responsible governance. Together with a description of statutory provisions and explanations the Code also contains recommendations which are aimed at improving the corporate governance of listed corporations. These recommendations are marked in the Code with the use of the word “shall”. The corporations may depart from these recommendations but are then obliged to disclose this on an annual basis and to explain why (“comply or explain”).
The Code also contains suggestions, i.e. proposals on corporate governance, which can be departed from without disclosure. The Code marks such suggestions with the use of the word “should”.
We have developed this checklist in order to assist the Management Board and Supervisory Board in implementing the German Corporate Governance Code. This checklist is subdivided into sections dealing with the recommendations and the suggestions in the Code, directed at the Management Board, the Supervisory Board and the corporation.
