GERMANY Law and Practice Contributed by: Eva Nase and Kay-Uwe Neumann, POELLATH
• the company employs, on an annual average, fewer than 50 employees. In a listed company, the features of the remu - neration system must be described (see 4.10 Approvals and Restrictions Concerning Pay- ments to Directors/Officers ). The remuneration system has to be published on the company’s website for the duration of the application of the remuneration system – however, at least for ten years. In addition, the management board and the supervisory board of a listed company must disclose certain information, such as the fixed and variable remuneration paid to each member of the management and the supervisory board, in the annual remuneration report. The remuner - ation report is also published on the company’s website for at least ten years. The AktG requires the remuneration report to be audited. The AktG also requires ad hoc and annual dis - closure of related party transactions, including transactions of the company with its various members of corporate bodies. 5. Shareholders 5.1 Relationship Between Companies and Shareholders The purpose of the company is determined by its shareholders in the articles of association. The shareholders can only exert influence on the decision-making process by way of resolutions. The general meeting of an AG, SE and KGaA has fewer rights and powers than the shareholders’ meeting of a GmbH, in particular due to their ability to instruct the managing directors (see 3.2 Decisions Made by Particular Bodies ). Furthermore, the shareholders have fiduci - ary duties towards the company and the other
shareholders, and so have to promote the pur - pose of the company and may not act to its det - riment. 5.2 Role of Shareholders in Company Management The involvement of the shareholders in the man - agement of a company differentiates according to the legal form of the company. AGs, SEs and KGaAs In an AG, SE and KGaA, the general meeting is entitled to appoint the members of the super - visory and administrative board, generally by simple majority, and to dismiss them by 75% of the share capital represented. However, the members of the management board and the managing directors in a single-tier system SE are appointed by the supervisory board, respectively the administrative board. The general meeting cannot instruct the supervisory or administrative board, or the management board. If the management board so requires, the general meeting is entitled to resolve upon management affairs. In practice, such requests do not happen often. Apart from this, the general meeting does not have any influence on the management. Listed Companies Listed companies also do not engage with their shareholders, in particular not outside the gen - eral meetings. In preparing such meetings, the CEO has calls with shareholder representatives and potential proxy voters, but abstains from providing them with any information that has not already been disclosed in the invitation or that the CEO does not intend to disclose in the general meeting to all other shareholders. How - ever, the DCGK suggests that the chairman of the supervisory board should, to an appropriate
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