News from Pohlmann & Company


New German Corporate Governance Code entered into force

The German Corporate Governance Code (the “Code“) in the version dated 16 December 2019 entered into force on 20 March 2020 upon publication in the Federal Gazette (Bundesanzeiger) by the German Federal Ministry of Justice and Consumer Protection (Bundesministerium der Justiz und für Verbraucherschutz).

The new version of the Code was originally presented on May 9, 2019. In order to be able to apply any necessary adjustments in the Code which are based on the final new version of the German Stock Corporation Act resulting from the Act Implementing the Second Shareholders’ Rights Directive (“ARUG II“), the Government Commission had waited until the conclusion of the corresponding legislative procedure before finalizing the new Code. Accordingly, a revised version of the Code, together with an explanatory statement, was published on the website of the Government Commission on December 16, 2019.

Compared with the version dated May 9, 2019 (we have summarized the main changes in our blog post of June 18, 2019), there were only a few selective changes which are mainly based on ARUG II, which came into force on January 1, 2020. These changes primarily relate to the provisions on the remuneration of the board of directors, which still had to be incorporated into the Code. No further material changes were necessary. However, compared with the draft of May 9, 2019, a number of editorial adjustments and cuts have been made, which should contribute to even greater clarity and comprehensibility.

The new Code now forms the basis for declarations of conformity of listed companies to be made after its entry into force.

The DCKG in the version dated December 16, 2019 can be found here.

The press release of the Government Commission of March 20, 2020 can be found here.