Disclosure and auditing of corporate social responsibility standards: the impact of Directive 2014/95/EU on the German companies act and the German Corporate Governance Code
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posted on 2017-01-01, 00:00authored byIngo Saenger
Companies are obliged to provide information in many ways to a range of stakeholders. German company law implies various rules that require the management to either inform stakeholders voluntarily or on request. Rather broad provisions apply for members of a partnership or a private company. By contrast the shareholders’ rights of information are more restricted. Section 131 of the German Stock Corporation Act (GSCA, Aktiengesetz) states that each shareholder can be provided with information by the management board on request (only) at the shareholders’ meeting regarding the company’s affairs, (only) to the extent that such information is necessary to permit a proper evaluation of the relevant item on the agenda. In other words, if a topic is not on the agenda, the company does not have to provide the information. Despite numerous accounting rules and securities laws, various important aspects of business operations and conduct are not covered. This is why the German Corporate Governance Code (GCGC) provides detailed provisions on disclosure, especially in the context of transparency and on reporting and auditing.
History
Title of book
Corporate governance codes for the 21st century: international perspectives and critical analyses