In 2001 the German federal government appointed a commission to develop a German Corporate Governance Code, i.e. German standards for value-oriented and transparent corporate management and monitoring. This Code, which was introduced on February 26, 2002, and was last modified on June 2, 2005, incorporates three different kinds of standards:
- Prevailing German legal provisions
The legal provisions are binding on German businesses. As regards the recommendations, § 161 of the German Stock Corporation Act (Aktiengesetz, AktG) requires an annual declaration by exchange-listed companies in which each individual company states the extent to which it conforms to the Corporate Governance Standard and where there are departures from it. Companies may deviate from "suggestions" without declaring the fact.
The German Corporate Governance Code lays down principles applying to the following areas:
- The supervisory board
- The management board (also referred to as the "executive board")
- The working relationship between the management board and the supervisory board
- The relationship with shareholders and the General Meeting of Shareholders
- Rendering of accounts and annual financial statements
Beta Systems Software AG
Phone: +49 - 30 - 726 118 - 0
Fax: +49 - 30 - 726 118 - 800
Corporate Governance at Beta Systems
Many of these principles have already underpinned the corporate actions of the Company’s legal representatives, for example in terms of wide-ranging transparency, open and prompt communication with investors, the introduction of an efficient risk management system, compliance with stock exchange rules, and value-oriented corporate governance.
Through the binding formulation of its own corporate governance principles Beta Systems underscores its adherence to a corporate philosophy of promoting and extending cooperation and trust between ourselves and our customers, employees, shareholders, partners, and the public at large in the company’s national and international markets.
In our Declaration of Conformity in accordance with §161 Stock Corporation Act we document and give grounds for the company-specific departures from the recommendations of the German Code. The Bylaws represent the legally-prescribed document defining the underlying standards of Beta Systems Software AG’s corporate legal relationships.