(1) The general meeting of a listed company adopts a resolution regarding the endorsement of the system governing the remuneration of the members of the management board submitted to it by the supervisory board whenever the remuneration system substantially is modified, at a minimum, however, every four years. The resolution does not establish any rights or duties. No avoidance pursuant to section 243 may be sought regarding the resolution. A resolution confirming the remuneration system is permissible.
(2) The resolution and the remuneration system are to be published without undue delay on the company’s website and are to be kept accessible to the public, at no charge, for as long as the remuneration system is valid and in force, at a minimum, however, for 10 years.
(3) If the general meeting has not endorsed the remuneration system, then a remuneration system that has been subjected to review is to be submitted for resolution no later than at the subsequent regular general meeting.
(4) The general meeting of the listed company resolves on the endorsement of the remuneration report for the preceding financial year prepared and audited in accordance with section 162. Subsection (1) sentences 2 and 3 is to be applied.
(5) In the case of small and medium-sized listed companies within the meaning of section 267 (1) and (2) of the Commercial Code, no resolution need be adopted in accordance with subsection (4) if the remuneration report of the previous financial year is submitted to the general meeting for its discussion as a separate item of business on the agenda.
Subdivision 2
Convening the general meeting