German Corporate Governance Code
Legal regulations on the management and monitoring of listed German companies
The German Corporate Governance Code specifies significant legal regulations on the management and monitoring of listed German companies and contains numerous internationally and nationally recognised standards on good and responsible company management.
The code was drawn up by the Government Commission responsible for the German Corporate Governance Code and was first published on 26 Februrary 2002. Since then, it has been revised by the Government Commission and amended to comply with the applicable legal framework conditions.
The (Group) declaration of corporate management, which is published on an annual basis by the company on its website in accordance with sections 289f (1), 315d German Commercial Code (HGB), is part of the management report of EnBW Energie Baden-Württemberg AG and the combined management report. In line with the (Group) declaration of corporate management, the Board of Management and the Supervisory Board provide information about the company’s corporate governance pursuant to principle 22 German Corporate Governance Code (in the version of 16 December 2019).
The latest version of the declaration of corporate management can be found here.
Further Declarations of corporate management are available in our downloadcentre.
The Management Board and the Supervisory Board of EnBW Energie Baden-Württemberg AG make the annual Declaration of Compliance with the German Corporate Governance Code, in accordance with Section 161 of the German Public Companies Act (AktG).
Below is the current Declaration of Compliance dated 8 December 2022.
Further Declarations of Compliance are available in our downloadcentre.
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Remuneration systems
The Board of Management remuneration as well as the Supervisory Board remuneration of EnBW Energie Baden-Württemberg AG as well as the remuneration systems are pursuant to the statutory provisions for listed companies (in particular in accordance with sections 87, 87a, 113 and 120a German Stock Corporations Act (AktG)) and pursuant to the principles of the German Corporate Governance Code as presented in the current Declaration of Compliance in accordance with section 161 AktG.
Remuneration system for members of the Board of Management
Under section 120a (1) AktG, the Annual General Meeting of a listed company must adopt a resolution on the approval of the remuneration system for members of the Board of Management at every material change and in any case at least every four years.
Such a resolution was last adopted by the Company’s Annual General Meeting on 3 May 2023.
The resolution on the approval of the remuneration system for members of the Board of Management as well as the remuneration system itself must be published on the Company’s website in accordance to section 120a (2) AktG. The latest versions can be found here (only available in German).
Remuneration system for members of the Supervisory Board
Under section 113 (3) AktG, the Annual General Meeting of a listed company must adopt a resolution on the remuneration of Supervisory Board members at least every four years, with the resolution permitted to take the form of a resolution confirming remuneration. The Company’s Annual General Meeting last adopted a resolution on the remuneration of Supervisory Board members on 3 May 2023.
The resolution on the approval of the remuneration system for members of the Supervisory Board as well as the remuneration system itself must be published on the Company’s website in accordance to section 113 (3) sentence 6 AktG and in accordance to section 120a (2) AktG. The latest versions can be found here (only available in German).
Remuneration Report
In accordance with section 162 German Stock Corporations Act (AktG), the Board of Management as well as the Supervisory Board of a listed company are required to prepare an annual remuneration report of current and former members of the management board and supervisory board. The remuneration report has to be audited by the company’s auditor. Under section 120a (4) AktG, the remuneration report must be submitted to the annual general meeting for a resolution on ist approval. The latest version of the remuneration report and the attached company’s auditor opinion can be found here.
Articles of Association
Below is the current Articles of Association dated 2 August 2022.