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Part 4 · Constitution of the stock corporation  ›  Division 4 · General meeting › Section 134d

Duties of proxy advisers to make disclosures

(1) Proxy advisers are to declare annually that they have applied, and continue to apply, the requirements of a specified code of conduct, or they are to declare from which of the requirements of the code of conduct they have departed or are departing and which measures they have adopted instead. Where proxy advisers do not apply a code of conduct, they are to state the reasons therefor.

(2) Proxy advisers are to annually disclose information on

1.  the key features of the methodologies and models they apply as well as the main information sources they use,

2.  the procedures put in place to ensure quality and to prevent and manage potential conflicts of interest,

3.  the qualifications of the staff involved in providing proxy advice,

4.  how national market conditions as well as legal, regulatory and company-specific conditions are taken into account,

5.  the key features of the voting policies they apply for the individual markets,

6.  how and how often the dialogue is sought with the affected companies and their stakeholders.

(3) The information stipulated under subsections (1) and (2) is to be made publicly accessible, separately or together, on the website of the proxy advisers for a period of no fewer than three years and is to be updated on an annual basis.

(4) Proxy advisers are to inform their clients without undue delay of any conflicts of interest as well as regarding the corrective measures taken in their regard.

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