The DVFA Governance & Stewardship Commission welcomes the agreement of the coalition groups to strengthen shareholder rights for virtual general meetings as early as March 2021, as a simple extension of the COVGesMG in 2021 would have meant the continuation of the significant restrictions on shareholder rights applicable in 2020.
For example, the executive board’s dutiful discretion in answering the questions asked by shareholders now only affects the “how” but no longer the “whether”. In future, answering questions will no longer be at the discretion of the Board of Management, i.e. the possibility of asking questions will become a right to ask.
Unchanged and from the point of view of the DVFA Governance & Stewardship Commission it makes sense that questions submitted on time and the answers to them can be summarized to provide information. It is also noteworthy that the questions that are important for the shareholders about the management’s answers at the general meeting are to be allowed – also the report of the legal committee of the Bundestag (BT-Drucks. 19/25322, p. 10) – but within the framework of time reasonable upper limits. It is legally confirmed that the shareholders’ motions and nominations are to be treated as if they had been made by the shareholder in the virtual general meeting (“fictional solution”). This clear improvement of the fiduciary rights of shareholders corresponds to various statements of the DVFA Commission Governance & Stewardship to achieve a balanced relationship between the interests of issuers and their shareholders.
Essential elements of the regulations now found also correspond to the ideas of a round table recently organized by the Corporate Governance Institute of the Frankfurt School of Finance & Management with the Deputy. Chairman of the legal committee of the Bundestag, Professor Hirte, chairman of the supervisory board of leading DAX 30 companies, investor representatives and scientists.
For the DVFA Governance & Stewardship Commission
Michael Schmidt, Prof. Christian Strenger, Prof. Dr. Julia Redenius-Hövermann
Livestream on December 14th, 2020 from 6 p.m .:
With Hans-Werner Sinn, former President of the Ifo Institute: Corona and the miraculous increase in money in Europe
– Here is the stream! –