Reporting and disclosure obligation for companies with a reporting date later than 30 September 2015.
Pursuant to §289a, paragraph 4, no. 1 of the German Commercial Code, companies have a duty to report on the quota of women in the hierarchy levels below the board of management, and to publish these reports. This obligation applies to financial years with a reporting date later than 30 September 2015.
Scope and regularity of the disclosure requirement:
- Annual disclosure requirement on the reporting date of the specified targets within the self-appointed time limit, and
- Additional disclosure requirement after expiry of the deadline on target achievement and statement of the reasons for non-compliance with the targets where necessary.
What this means for companies that must fulfil a fixed gender quota is that they must indicate for the first time in statements on corporate governance relating to fiscal years with a date later than 31 December 2015 whether the company has adhered to the required proportion of women in the composition of the supervisory board during the period and, if appropriate, provide information on the reasons for non-compliance.
The law allows companies that publish a management report the choice to disclose this information in the following ways:
- As a statement on corporate governance in the management report in a separate section, or
- On the company’s website and reference §289a, paragraph 1, sentences 2 and 3 of the German Commercial Code (possibly in conjunction with §289a, paragraph 4, sentence 1 of the second main clause of the German Commercial Code) in the management report
For listed companies, this report is expected as part of the statement on corporate governance in line with §289a of the German Commercial Code.
Companies that are not obliged to publish an annual report must issue a separate statement on their websites. In addition, these companies are given the opportunity to fulfil their reporting requirements by publishing a voluntary management report containing the relevant information.
Additionally, the Bilanzrichtlinie-Umsetzungsgesetz (BilRUG) (German accounting directive implementation act) requires the inclusion of a statement on corporate governance in the group management report or on the website of the parent company (with a reference to it in the group management report) (§315, paragraph 5 of the German Commercial Code and BilRUG in conjunction with §289a of the German Commercial Code). This requirement applies to listed parent companies in the sense of §289a, paragraph 1 of the German Commercial Code and applies in accordance with the transitional provisions of BilRUG for fiscal years beginning after 31 December 2015.
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