We reject recent proposals to shorten trading hours on stock exchanges in the EU. From the point of view of publicly listed companies, shortening trading hours would restrict their ability to raise liquidity on capital markets for their various projects. The equity culture in Germany and Europe would also suffer from shortened trading hours.
Companies with their legal statute of a Societas Europaea (SE) are currently required to hold their general meetings within the first six months following the end of the previous financial year. However, the corona pandemic with social distancing obligations and contact bans is putting a damper on the practical feasibility to hold their general meetings in time. We therefore advocate to extending the period for holding a general meeting up to 12 months after the end of the previous ...
Deutsches Aktieninstitut welcomes the opportunity to comment on the European Commission’s Inception Impact Assessment on the review of the Benchmarks Regulation (BMR). We welcome the initiative to improve the BMR, to ensure the continued availability to EU users of third country benchmarks for which no suitable alternative exists in the Union and to improve the user-friendliness of the regime for benchmark users. Deutsches Aktieninstitut calls, among other ...
Governmental orders to ban public assemblies and to curtail public life in order to prevent the spread of the corona-virus largely affect the general assemblies of listed companies in the current season. In order to maintain the functioning of companies, Deutsches Aktieninstitut requests an emergency parliamentary act calling for a limited and timely permission to conduct general assemblies without the physical presence of the shareholders.
The AFD parliamentary group wants to reform §148 AktG in order to make it easier to make the Executive Board of private companies easier liable. Deutsches Aktieninstitut sees no reason to tighten the current law. On the contrary, it should be waited and see how the EU Commission positions itself on the redefinition of the interest of companies. On this basis, the liability regime for directors and officers in Germany should be defused if necessary.
On the occasion of the consultation on Sustainable Corporate Governance held by the EU Commission, Deutsches Aktieninstitut expressed its concerns about the consultation questionnaire and the consultation procedure in a letter to DG Justice. Some of the policy measures mentioned are unclear: for example the proposal that companies are obliged to have a general public benefit and to follow a statute issued by an office. In several sections, the questions seem to be more about the ...
In its position paper as regards the MiFID II/MiFIR-consultation of the Federal Ministry of Finance Deutsches Aktieninstitut states that the respective rule design should be less bureaucratic. This holds especially true for the rules regarding derivatives used in the risk management of non-financial companies. In addition, capial markets culture should be strengthened by the clarification that all corporate bonds are out of the scope of PRIIPs. Eventually, retail investors should have the ...
Deutsches Aktieninstitut has commented on the revision of the German Corporate Governance Code proposed by Regierungskommission Deutscher Corporate Governance Kodex. The determination of independence of Supervisory Board members by negative indicators is welcome. However, going further into detail, Deutsches Aktieninstitut is critical as to criteria put forward as indication for independence - such as the fixed term limit to a maximum of 12 years for recurring re-appointment as member of the ...
The Prudential Requirments of Investment Firms primary objective is to cope with financial stabiliy issues. This has also been to focus of the proposal of the European Commission in late 2017. Some of the proposed amendments by Members of the European Parliament would obligate certain asset managers - among others - to inform in detail on their behaviour on general meetings and discussions with portfolio companies and to incoporate ESG aspects into their voting guidelines. We criticize these ...
In its comments on the EU Commission’s Draft Directive, Deutsches Aktieninstitut criticizes the significant imbalances of the Commission’s proposal, which focuses exclusively and one-dimensionally on the protection of the whistleblower while failing to address the protection of legitimate company- and independent third-party interests involved. From the background, that listed companies have developed sophisticated whistleblower protection-systems catering also for the interests of the ...
Deutsches Aktieninstitut takes a position to the indicated structural changes of the German Corporate Governance Codex and makes content-related suggestions for said revision of the Codex. From the perspective of Deutsches Aktieninstitut, there is a strong case for the retention of the tried and tested fundamental structure. Furthermore, it prompts the Government Commission to take the present position of the Codex in our judicial system into account when considering potential structural ...
Deutsches Aktieninstitut has made proposals concerning the implementation of the EU Shareholder Rights Directive upfront the draft implementing act of the Ministry of Justice in the field of corporate governance. The position recommends the Ministry to make use of the Member State options especially with regard to the non-binding say on pay vote and the approval of related party transactions (RPT) by the supervisory board instead of the general meeting. Deutsches Aktieninstitut also calls for ...
Deutsches Aktieninstitut welcomes the level II Regulation draft on the SRD II which will help to further improve and harmonise information flows between companies, intermediaries and shareholders and, in turn, will ease to practice shareholders’ rights cross border within the EU. Though we basically welcome the draft, some work remains to be done. Overall, it has to be ensured that the final Regulation works together with existing company laws as well as the needs of issuers to have legal ...
Deutsches Aktieinstitut takes part in the consultation of the Best Practice Principles for Shareholder Voting Research & Analysis Providers. For companies the main issue with proxy advisors is a further better communication which is emphasized by Deutsches Aktieninstitut.
In its response to the questionnaire on the early recommendations of the High Level Expert Group on Sustainable Finance, Deutsches Aktieninstitut underlines its support for and the importance of a sustainable economic development, to which also the financial system has to contribute. The current debate should, however, be led more balanced and also taking into account the role of the legislator and its responsibility for policy actions, e.g. as regards the environment, in the first place.
EU consultation “EU Company Law Upgraded: Rules on Digital Solutions and Efficient Cross-Border Operations”- Deutsches Aktieninstitut Requests Improvement of Legal Certainty and Sufficient Flexibility for Companies
Deutsches Aktieninstitut welcomes in a joint letter with the Federation of German Industries (BDI) to the European Commission considerations on EU level to enhance cross-border mobilty of companies and the digitalisation of company law. At the same time, Deutsches Aktieninstitut points out that any prospective measures in the area of the digitalisation of company law need to guarantee sufficient flexibility for companies. With regard to cross-border mobility of companies, ...
On 24.9.2017 the German citizens will elect the new German Bundestag und thus predefine the forthcoming policitcal, social and economic developments. One important political topic with long-term relevance is the framework for financial and capital markets. Deutsches Aktieninstitut therefore has analysed the election programmes of several political parties (CDU/CSU, SPD, Bündnis 90/Die Grünen, FDP, Die Linke and AfD) regarding issues being relevant for capital markets. Several distinct topics ...
In its short position on the occasion of the EU Commission’s public consultation on whistleblower protection, Deutsches Aktieninstituts supports the implementation of well-balanced protection mechanisms into the compliance management systems of companies. Listed companies enact and enhance whistleblower protection mechanisms in their own best interest on a voluntary basis, so no legislative action on the European level is required.
The Deutsche Aktieninstitutwelcomes the opportunity to comment the issue finches for the non-binding guidelines on non-financial reporting. The Commission is supposed to present the guidelines in order to facilitate the disclosure of non-financial information for undertakings. Therefore it is important that the guidelines will be finalized as soon as possible so companies, especially those that will report non-financial information for the first time, can get the necessary ...
The amendments aiming at keeping the Code lean are in principle welcomed. Furthermore there is need for discussion and change in particular regarding subjects as communication between the investor and the chairman of the supervisory board, requirements for the members of the supervisory board, whistleblower and the inclusion of ethic principles in the preamble.
In a proposal for a supervisory guideline ESMA is currently about to narrow down the right to delay the publication of inside information of listed companies. This is notin line with the text of the Market Abuse Regulation. Even worse, the ESMA proposal would de facto eliminate the possibility of a delay for a number of situations that currently constitute "a legitimate interest" in two tier board system. This position paper summarizes the concerns of the German listed companies.
The positiov of German listed companies for the trialogues on the Shareholder Rights Directive is summarized in two position papers of Deutsches Aktieninstitut. In a joint position paper with the Bundesverband der Deutschen Industrie (BDI) Deutsches Aktieninstiutt focusses on the provisions on related party transactions, remuneration and the topic of proxy advisors. Both associations stress that for the German industry it is of major importance that in particular the improvements on related ...
Transparency and reliability of proxy advisors have improved over the past decade as has the incorporation of national specifics of corporate governance into the voting guidlines. However, listed companies still miss a possibility to check voting recommendations against factual errors before they are issued to investors. These are two of the main findings of this position paper prepared for an ESMA's consultation on a code of business conduct of the proxy industry.
Regarding the implementation of the CSR-Directive Deutsches Aktieninstitut pleads not to include small and medium sized enterprises or additional reporting aspects but to implement the directive one-to-one. Clarifications regarding the rules set out in the directive should be left to the European legislator, who can enact the non binding guidelines mentioned in the directive if considered appropriate.
In this position paper Deutsches Aktieninstitut and the Federation of German Industries (BDI) criticize the far-reaching consequences of the German transposition act of the EU audit reform as it partially undermines well-tried corporate governance-mechanisms of the two-tier-system. This applies especially to the newly introduced rules on audit committees of which some threaten to cross the line between the management and the supervisory function.
In its comments Deutsches Aktieninstitut supports the European Commission’s initiative on building a Capital Markets Union. Further to the steps proposed by the Commission the demand-side of capital markets should, however, be addressed more precisely. This applies especially to the aspect of corporate finance. In addition, a cumulative impact-assessment of the regulatory initiatives launched in the aftermath of the financial crisis is necessary in order to identify and remove barriers for ...
Die OECD hat einen Entwurf zur Überarbeitung ihrer Grundsätze der Corporate Governance vorgelegt und bis Anfang Januar 2015 öffentlich konsultiert. Die Grundsätze der OECD richten sich nicht direkt an Unternehmen, sondern an Staaten und Regulierer, die sich die Empfehlungen zur Benchmark für ihre Gesetzgebung machen können. Wegen ihrer Vorbildfunktion darf die Bedeutung der Prinzipien gerade im Wettbewerb der Rechtsordnungen nicht unterschätzt werden. Die Stellungnahme des Deutschen ...
In the political guidelines for the next EU Commission Jean-Claude Juncker pledges to create a European Capital Markets Union in order to improve the financing of the European economy and in order to further integrate capital markets. This paper lays down Deutsches Aktieninstitut’s perspective on what should be the guiding principles of a proper functioning Capital Markets Union. Our key message is that the perspective on capital markets regulation has to be changed: capital markets, if ...
Deutsches Aktieninstituts welcomes the idea of promoting shareholders' engagement. However, the proposal of the EU Commission goes too far especially concerning the regulation on related parties' transactions.
Furthermore Deutsches Aktieninstituts is against a binding vote of the general meeting on remuneration policy. It also asks for appropriate regulation on questions of shareholders' identification and of transparency of proxy advisors.
This position paper comments on a draft code of conduct which has been presented in October 2013 by a group of proxy advisors to govern their transparency and business conduct. Deutsches appreciate the initiative as step forward in order to improve the transparency of the proxy advisory industry. However, the code should be improved. Deutsches Aktieninstitut is in particular calling for the opportunity to check the draft of a voting recommendation on factual errors before its ...
The European Securities Regulator ESMA has become more and more important for issues of accouting and the enforcment of financial information. This may result in a widening of the scope of the enforcement of companies' accounts. The proposed ESMA Guidelines on enforcement of July 2013 appear to work in this direction. Deutsches Aktieninstitut's position paper raises concerns about a number of aspects of the proposal that counter the efficient German system of enforcement.
Position of Deutsches Aktieninstitut in regard of the proposed changes in the law regulating transformation of companies (Umwandlungsgesetz) and concerning corporate demergers (in German)
In this position Deutsches Aktieninstitut welcomes the idea of accelerating court procedures to verify the adequacy of an offer. The duration of such procedures harm companies as well as investors. Deutsches Aktieninstitut proposes, though, to admit appeals to the Federal Court of Justice.
Position paper of Deutsches Akteininstitut on a proposed German act on the representation of women in executive positions
Das Deutsche Aktieninstitut hält die geforderte starre Frauenquote weder für verfassungsgemäß noch für zielführend. Nur gemeinsame Anstrengungen des Staates, der Unternehmen und der Betroffenen können dazu führen, dass mehr Frauen Führungspositionen übernehmen.
Position of Deutsches Aktieninstitut in regard of the proposal of promoting equal participation of women and men in management and supervisory boards
Response of Deutsches Aktieninstitut in regard of the modification proposals of the Government Commission German Corporate Governance Code 2012
Position of Deutsches Aktieninstitut in regard of the government draft bill of the revised Stock Corporation Act 2012 (in German)
Comment of Deutsches Aktieninstitut on the regulation of the external auditor market
Institutional investors increasingly integrate environmental, social and governance (ESG) into the assessment of business and strategy of portfolio companies. This trend is documented in this survey conducted by Deutsches Aktieninstitut and Rothschild & Co. It is based on interviews with institutional investors managing a total of 14.4 trillion assets. A high number of original quotes from different investors allows readers to form an own opinion.
This joint study of Deutsches Aktieninstitut and PricewaterhouseCooopers summarises the experience of listed companies with the enforcement of accounts by the German enforcer, Deutsche Prüfstelle für Rechnungslegung (Financial Reporting Enforcement Panel, FREP). It reveals how companies prepare for the enforcement, how they evaluate the work of the FREP as well as their general attitude towards the German system of enforcement. The study continues a similar work performed in 2009.
Editorial Focus: IPO
Kurvenlage - Semi-Annual Report of Deutsches Aktieninstitut, 1st Term 2016 (in German)
Focus: Retirement Planning
Focus: Capital Markets Union
Focus: 50 years German stock corporation law
Focus: A New Start in Brussels
In a position paper published today, Deutsches Aktieninstitut proposes to set up a commission of experts on the Wirecard case. Corporate governance in companies can be strengthened by an obligation to form an audit committee and greater transparency regarding the person of the financial expert. The proven system of two-tier balance sheet control should be further developed.
Deutsches Aktieninstitut welcomes the draft on the General Meeting without the shareholders’ personal attendance. Due to the lack of the necessary infrastructure, the possibility to ask questions during the online General Meeting must be dropped. Instead, shareholders should have the opportunity to submit their questions before the general meeting.
Besides the usual financial criteria, environmental and social topics, as well as corporate governance, are becoming ever more important to institutional investors when valuing companies and making investment decisions. A study released today by Deutsches Aktieninstitut and Rothschild & Co affirms this trend. The study “ESG from the perspective of institutional investors – what listed companies should know” is based on extensive interviews with 18 international institutional investors, ...
At the traditional Brussels reception of Deutsches Aktieninstitut the new EU Commissioner for Financial Stability, Lord Hill, and Markus Ferber, MEP, delivered speeches to more than 200 guests. Werner Baumann, President of Deutsches Aktieninstitut, outlined the expectations of the German economy on the European legislator and presented the latest positions paper of the institute „The Road to Growth: Setting Capital Markets Regulation Right”.
The German enforcer, the Deutsche Prüfstelle für Rechnungslegung (Financial Reporting Enforcement Panel) has been assigned high marks / high intensity of examinations and critique for tight time limits / Influence on accounting practices / Professional preparation and respect for error findings and their publication on the side of companies
In today's general meeting the members of Deutsches Aktieninstitut decided to provide the office of the Commission German Corporate Governance Code in the future. As an instrument of self-regulation the German Corporate Governance Code and its Commission are widely accepted by the capital market-oriented companies in Germany.
Auf einen Symposium des Deutschen Aktieninstituts zum Thema „Anfechtungsrecht" forderte das geschäftsführende Vorstandsmitglied Dr. Christine Bortenlänger gestern in Frankfurt die Reform des Anfechtungsrechts. Vor den gut 100 Teilnehmern aus Politik, Wirtschaft, Justiz und Wissenschaft sagte sie: „Ich denke nicht, dass wir uns mit der aktuellen Situation zufrieden geben sollten. Die Geschlossenheit des Gesellschaftsrechts und die weitere Eindämmung des Missbrauchspotentials unter ...
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