GERMANY Law and Practice Contributed by: Eva Nase and Kay-Uwe Neumann, POELLATH
6. Corporate Reporting and Other Disclosures 6.1 Financial Reporting Except for small partnerships, companies have to prepare an annual financial statement. Capital companies additionally have to prepare a man - agement report, unless the company is a small company (based on the criteria set out in 4.11 Disclosure of Payments to Directors/Officers ). The annual financial statements and the man - agement report differ in that the annual financial statements are primarily for presentation pur - poses, whereas the management report is more of an analysis and commentary. The management report includes information on the risk profile of the company and its risk management system. For large, listed compa - nies, the HGB requires a declaration on corpo - rate governance and a non-financial declaration including statements on environmental, social and labour-related concerns, among other mat - ters. In addition to preparing the annual financial statements and the management report, listed companies are also required to prepare and pub - lish a half-year report. Some stock exchanges may require further reporting with respect to a certain market segment. Certain industry sectors – for example, banks and other financial institutions – are subject to further reporting requirements. 6.2 Disclosure of Corporate Governance Arrangements The declaration on corporate governance includes information on how the management board and the supervisory board conducted their duties, and also has to address other issues,
such as whether quotas for female members of the management and supervisory board have been met, and whether or not the company has a diversity concept (see 4.3 Board Composition Requirements/Recommendations ). Further - more, listed companies have to publicly declare each year whether they comply with the DCGK (see 1.3 Corporate Governance Requirements for Companies With Publicly Traded Shares ). The declaration is part of the declaration on cor - porate governance and must be published on the website. As described, the remuneration system as well as the remuneration report must be published on the company’s website for at least ten years. Further, the principal features of the manage - ment remuneration system and the remuneration of the management board and the supervisory board must be disclosed in the annual finan - cial statement and in the management report thereto. The annual financial statement also has to include information on related party transactions that were not at arm’s length. Certain related party transactions must also be disclosed on an ad hoc basis. 6.3 Companies Registry Filings A company must in particular file the following with the commercial register ( Handelsregister ): • the articles of association, including the company’s business name and legal form, registered seat, purpose of the enterprise and registered share capital; • the names of the legal representatives, their place of residence and dates of birth; • if existent, the name and place of residence of authorised officers ( Prokurist );
312 CHAMBERS.COM
Powered by FlippingBook