(1) Stock corporations listed on the stock exchange as well as stock corporations that have exclusively issued securities other than shares of stock for trading on an organised market within the meaning of section 2 (11) of the Securities Trading Act, and the issued shares of stock of which are being traded, at their own initiative, in a multilateral trading facility within the meaning of section 2 (8) sentence 1 number 8 of the Securities Trading Act, are to include in their management report a corporate governance statement constituting a separate section of said management report. The corporate governance statement also may be made publicly available on the company’s website. In such event, the management report is to include a reference to the website.
(2) The corporate governance statement is to contain the following:
1. the declaration pursuant to section 161 of the Stock Corporation Act;
1a. a reference to the company’s website on which the remuneration report for the prior financial year is made publicly available along with the opinion by the statutory auditor on the remuneration report, as defined in section 162 of the Stock Corporation Act, the remuneration system in place as defined in section 87a (1) and (2) sentence 1 of the Stock Corporation Act and the resolution most recently adopted regarding the remuneration granted as defined in section 113 (3) of the Stock Corporation Act;
2. relevant information about the governance practices applied over and above the requirements of the law, along with an indication of where such information is publicly available;
3. a description of the operating methods of the board of management and of the supervisory board, as well as of the composition and operating methods of their committees; if the information is publicly available on the company’s website, then this may be indicated by a corresponding reference;
4. in the case of stock corporations within the meaning of subsection (1) that are under obligation, pursuant to section 76 (4) and section 111 (5) of the Stock Corporation Act, to stipulate target values for the percentage of women as well as the time limits within which they are to be attained, and to provide the reasoning based on which “zero” was stipulated as the target value: the stipulations and reasoning as well as the statement whether the stipulated target values were attained in the course of the relevant period; if they were not attained, the reasons therefor are to be provided;
5. in the case of stock corporations listed on the stock exchange that, in accordance with section 96 (2) and (3) of the Stock Corporation Act, are to comply with minimum ratios applying to the appointment of men and women, respectively, to the supervisory board, the statement whether the company has complied with the minimum ratios in the relevant period and, if not, the reasons therefor; in the case of European public limited-liability companies (SE) listed on the stock exchange, section 96 (2) and (3) of the Stock Corporation Act is replaced by section 17 (2) or section 24 (3) of the Act implementing the Regulation on the Statute for a European Company (SE-Ausführungsgesetz).
5a. in the case of stock corporations listed on the stock exchange that, in accordance with section 76 (3a) of the Stock Corporation Act, must appoint at least one woman and at least one man as a member of the management board, the statement whether the company has complied with this requirement in the relevant period and, if not, the reasons therefor; in the case of European public limited-liability companies (SE) listed on the stock exchange, section 76 (3a) of the Stock Corporation Act is replaced by section 16 (2) or section 40 (1a) of the Act implementing the Regulation on the Statute for a European Company (SE-Ausführungsgesetz).
6. In the case of stock corporations within the meaning of subsection (1) that are large share capital companies pursuant to section 267 (3) sentence 1 and (4) to (5), a description of the diversity policy that is being pursued in relation to the composition of the representative body and of the supervisory board with regard to aspects such as, for instance, age, gender or educational and professional backgrounds, as well as the objectives of said diversity policy, the nature and manner in which it has been implemented and the results achieved in the reporting period.
(3) Subsections (1) and (2) are to be applied accordingly to public partly limited partnerships listed on the stock exchange.
(4) Other share capital companies are to include as a separate section in their management report a corporate governance statement setting out the stipulations, reasoning and information required in subsection (2) no. 4 if they are under obligation, in accordance with section 76 (4) or section 111 (5) of the Stock Corporation Act or pursuant to section 36 or section 52 (2) of the Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung), to stipulate target values for the percentage of women appointed and to determine time limits within which these target values are to be attained, and are to provide the reasoning based on which “zero” was stipulated as the target value. Subsection (1) sentences 2 and 3 applies accordingly. Share capital companies not obliged to draw up a management report are to draw up a declaration setting out the stipulations, reasoning and information required in sentence 1 and are to publish it on the company’s website. They may comply with this duty also by disclosing a management report that was drawn up with due regard having been had to sentence 1.
(5) Where a company pursuant to subsection (2) no. 6, also read in conjunction with subsection (3), does not pursue a diversity concept, it is to provide an explanation therefor in its corporate governance statement.
Subdivision 2
Consolidated financial statements and consolidated management report