Corporate Governance

In February 2002, the first German Corporate Governance Code was published by a government commission of the same name. The purpose of the Code is to provide national and international investors with a comprehensible summary of the corporate governance rules applicable in Germany. The current amended version of the Code was adopted on 18 June 2009, and became effective upon publication in the electronic Federal Gazette on 05 August 2009.

The Code makes a distinction between compulsory “recommendations” and non-compulsory “suggestions”. While listed companies are not legally obliged to comply with these “recommendations”, they must disclose any non-compliance and explain it (“comply or explain”).

Under the new Section 161 of the German Stock Corporation Act (Aktiengesetz), for instance, the Management Board and the Supervisory Board of a listed company are obliged to declare each year to what extent the company complied with the mandatory recommendations. Clause 3.10 of the Code additionally stipulates that all deviations from the Code must be explained.

Pursuant to Section 285 No. 16 and Section 314 Paragraph 1 No. 8 of the German Commercial Code, this “declaration of conformity” by the Management Board and the Supervisory Board under Section 161 of the German Stock Corporation Act must be included in the financial statements and the consolidated financial statements and be reviewed by the auditors. Under Section 325 Paragraph 1 of the German Commercial Code, it must also be disclosed and made permanently available to the shareholders and the public. TAKKT publishes the declaration of conformity on this website and in the Annual Report. According to clause 3.10 of the Code the declarations of conformity have to be made available for five years on the corporate website.