Презентация на тему Governing the corporation

mit beschränkter Haftung" or "GmbH")
Stock corporations or "Aktiengesellschaften" ("AG")

The Aktiengesetz (Stock Corporation Act) of 1965

The Co-determination Act of 1976

not exceed five years;
Appointment may be renewed;
The

SB may appoint one member as chairman;
The SB may revoke the appointment for cause;
If the MB does not have the required number of members, the court makes the necessary appointments.
Remuneration
Remuneration bears a reasonable relationship to the duties and performance, does not exceed standard remuneration without any particular reasons;
If the situation of the company deteriorates remuneration can be reduced to a reasonable level.

number;
The MB may comprise one or more persons;

Only a natural person with full legal capacity may be a member of the MB

Prohibition of Competition
Members of the MB may neither engage in any trade nor enter into any transaction in the company’s line of business on their own behalf;
They may be neither a member of the MB, nor a manager or general partner of another commercial enterprise

responsibility for the management;
Members manage the company jointly;
One or

more members may not resolve differences of opinion against the majority of members;
The MB may issue by-laws;

The MB represent the company in and out of court. The authority of the MB to represent the company may not be restricted;
Particular members of the MB may represent the company;
The MB obligated to execute any resolution adopted by the shareholders’ meeting;
The MB shall report to the SB.

employ the care of a diligent and conscientious manager;
They

do not disclose confidential information and secrets of the company;
Members of the MB who violate their duties are jointly and severally liable to the company for any resulting damage;
They bear the burden of proof whether or not they have employed the care of a diligent and conscientious manager;
The members of the MB shall not be liable for damages if they acted pursuant to a lawful resolution of the shareholders’ meeting.

higher number stated by Article);
number shall be divisible by

three;
the maximum number of members of the SB:




Only a natural person with full legal capacity;
Cannot be members who :
Is already a member of the SB in ten commercial enterprises;
is the legal representative of a controlled enterprise of the company;
is the legal representative of another corporation whose SB includes a member of the MB of the company.

appointed as representatives of the employees to The Co-determination

Act;
The right to appoint members may be granted be The Article to specific shareholders;
For each member of the supervisory board a substitute member may be appointed;

Appointment by the Court:
For a period of more than three months number of members less than it is required;
motion by the MB, a member of the SB or a shareholder (quick, prior to the next meeting of the supervisory board);
the court shall restore the number
term of office of such member shall expire in any event as soon as the deficiency in the composition of the SB has been rectified.

article:
Motion could be claimed by:
The SB (resolve on such

motion by simple vote);
Shareholders whose aggregate holding amounts to 1/3 of the share capital;
may be removed pursuant to resolution of the shareholders’ meeting prior to the expiration of their term of office (a majority of not less than ¾ of the votes cast);

Supervisory board

+ the employees (in general cases);


The supervisory board does

not comply with applicable statutory provisions
 The management board announce such fact in the company’s journals
 Make motion to the court
 The new supervisory board shall be composed in accordance with the statutory provisions specified + the previous members of the supervisory board shall expire.

as deputies for MB’ members for 1 year
not exercising

of its functions as SB’ member during the exercising functions as MB’ member
representation of the company both in and out of court as against the management board

one or more committees
in particular, an internal audit committee

Resоlutions:
quorum can be determined by the articles or not
at least one-half of the number of SB’s member is required

and assets of the company
commission of individual members
call of

a shareholder’s meeting
Remuneration:
remuneration may be determined in the articles
or set by the shareholders’ meeting

in the German stock corporation
the function of GM is

internal decision making

and supervisory board in the cases determined by law

or the articles of incorporation or if the well-being of the company so demands (§ 121 (1) AktG):
by the management board (normal case) and/or by the supervisory board by a simple majority (§ 121 (2), § 111 (3)),
– by the shareholders, if their shares together amount to 5% of capital (§ 122 (1)),
or
– by the management board, if the annual financial statements or the interim financial statements indicate a loss of half of total capital (§ 92 (1)).

in § 119 AktG and can only decide about

management problems if the management board has authorized it to do so.
GM may not decide on other matters.

listed in Aktiengesetz, in particular with respect to:
1) The

appointment of members of the supervisory board, to the extent they are not to be appointed to the supervisory board or be elected as representatives of employees
2) the appropriation of distributable profits;
3) the ratification of the acts of the members of the management board and the supervisory board;
4) the appointment of the auditor;
5) amendments to the articles;
6) measures to increase or reduce the share capital;
7) the appointment of auditors for the examination of matters in connection with the formation or the management of the company;
8) the dissolution of the company.

the shareholders’ meeting shall require a majority of the

votes cast (simple majority) unless the law or the articles provide for a larger majority or additional requirements.
The articles may provide for different rules in respect of elections.

Voting Rights
Voting rights shall be exercised in proportion to the par value of shares.
In case of a company not listed at a stock exchange, the articles may limit voting rights with respect to shareholders holding more than one share by setting a maximum par value or a sliding scale.
Voting rights shall arise as from the date on which contributions have been made in full.

a proxy holder.
The listed company at least has

to offer to transmit such proof by electronic communication. If proxy holders are authorised by the company, the authorisations are to be kept by the company for review for three years; shall apply analogously.
The method of exercising the voting rights shall be determined by the articles.

KonTraG German stock corporations may no longer create multiple

voting stock or caps on voting rights. There is a grandfather clause for existing caps and multiple voting stock.
The main objective of such provisions has been the prevention of hostile takeovers.

approval
removal of supervisory board members elected by the general

meeting
give a vote of no confidence against a member of the management board at a general meeting, which may lead to the removal of that member by the supervisory board
approval of the annual financial statements, to the extent that this does not lie within the competence of the management board and the supervisory board
appropriation of distributable profits