News
Press release,
November 08, 2002
A plenary meeting of the Government Commission was convened on November
7, 2002 to review the German Corporate Governance Code against the
background of national, European and international developments and
taking into consideration the status of the public discussion. The
Government Commission came to the conclusion that questions of good
corporate governance have gained further importance in Germany and
abroad. In this connection it was agreed that the German Corporate
Governance Code has met with a high level of acceptance and German
companies are currently working intensively on the preparation of
their first declaration of conformity with the Code.
In the plenary meeting on November 7, 2002 topics discussed included
principles for appropriate and transparent executive board compensation
(including stock options), the appropriate level of the deductible
for D & O-insurance, appropriate supervisory board compensation,
and questions relating to committee work. In its next meeting, the
Government Commission will continue to focus especially on these
issues.
Following the introduction of the German Corporate Governance Code,
legislation on the disclosure of the sale and acquisition of company
shares by executive board and supervisory board members (directors’
dealings) was introduced in Art. 15 a of the Securities Trading
Law (WpHG). As a result, the Code’s recommendation on this
(section 6.6 par. 1) became dispensable. It is to be replaced in
the Code by a description of the new Art. 15 a WpHG. The new wording
of section 6.6 par. 1 of the Code is now:
“The purchase or sale of shares in the company or of
related purchase or sale rights (e.g. options) and of rights directly
dependent on the stock market price of the company by members
of the management board and supervisory board of the company or
its parent company and by related parties shall be reported without
delay to the company. Purchases based on employment contracts,
as a compensation component as well as immaterial purchase and
sale transactions (EURO25,000 in 30 days) are excepted from the
reporting requirement. The company shall publish the disclosure
without delay.”
The declaration requirement under Art. 161 of the Stock Corporation
Act (AktG) on the previous Code recommendation thus expires as soon
as the Code amendment has been published in the electronic Federal
Gazette by the Federal Justice Ministry. Publication is expected
to be effected before the end of November 2002.
Contact:
Dr. Jürgen Claassen
Corporate Communications and Central Bureau
ThyssenKrupp AG
Phone: +49 (2 11) 8 24-36 00 1
Fax: +49 (2 11) 8 24-36 00 5
E-mail: presse@tk.thyssenkrupp.com
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