Corporate Governance Code for Unlisted Companies

The Corporate Governance Code for Unlisted Companies (hereinafter: the Code) is intended for all companies other than publicly traded companies (shares of these companies are not listed on a regulated securities market).
The Code is intended as a good practice guideline for shareholders and company members as well as to the management and supervisory bodies of companies. The good practices indicated in the Code can assist them in establishing their own system of governance with regard to the size, type, activity and needs of the particular company. They should assess what recommendations are appropriate for their companies.
Although the Code is suitable for all unlisted companies, it has been designed as a reference code for companies subject to audit. These are the companies that are subject to an audit of their accounts in accordance with Article 59 of the Companies Act (ZGD-1) and are obliged to include in their business report a corporate governance statement as a separate section of the report in accordance with point 1 of paragraph (5) of the ZGD-1. The corporate governance statement includes a reference to the corporate governance code applicable in the company, by indicating information on the code’s accessibility to the public and deviations from its individual recommendations.
The recommendations of the Code are not additional regulations and are not binding on any company; however, companies that are subject to an audit and have chosen the Code as their code of reference are, in accordance with the principle of “comply or explain”, required to disclose in their corporate governance statement any deviations from individual Code recommendations and to clarify their own alternative practice that they opted for in this area.
The Code is also intended to facilitate all stakeholders and the company’s wider environment in assessing the quality of corporate governance.