 |
 |
|
|
|
|
 |
 |
| | | General Information on Corporate Governance at Borussia Dortmund GmbH & Co. KGaA | | | The German "Law on Transparency and Disclosure in Stock Corporation Law" (Gesetz über Transparenz und
Publizität im Aktienrecht [TransPuG]) announced in the Federal Law Gazette (Bundesgesetzblatt) on 25 July 2002
instituted § 161 of the German Stock Corporation Act (AktG). Section 161 AktG requires the Management Board
and Supervisory Board of any listed company to issue an annual statement as to whether and
to what extent recommendations by the "Government Commission for the German Corporate Governance Code"
(Regierungskommission Deutscher Corporate Governance Kodex) contained in the German Corporate Governance
Code (the "Code") as published in the official section of the Electronic Federal Gazette (elektronischer
Bundesanzeiger) were followed in the past and are being or will be followed now or in the future.
As a rule, the Code is reviewed once annually and amended as required. It contains basic statutory provisions
on the management and supervision of German listed companies based on internationally and nationally recognised
standards for good and responsible corporate governance. The Code aims to make the German system of corporate
governance transparent and understandable in an effort to boost the confidence of international and national
investors, customers, employees and the general public in the management and supervision at German listed
companies.
Many of the Code's recommendations ("should" provisions) are tailored exclusively to stock corporations
and are at most applicable by analogy to partnerships limited by shares (Kommanditgesellschaften
auf Aktien, "KGaA"), i.e. to our Company.
A KGaA is a hybrid corporate form combining elements of a German stock corporation (Aktiengesellschaft) and
a limited partnership (Kommanditgesellschaft). A KGaA is a separate legal entity whose share capital is
divided into shares which are held by at least one shareholder (the general partner) that has unlimited
liability as against creditors of the Company and limited liability shareholders (Kommanditaktionäre) that
are not personally liable for the debts of the Company (§ 278 (1) AktG). The key differences between a
KGaA and a German stock corporation can be characterized as follows:
- Borussia Dortmund GmbH & Co. KGaA has no management Board. Instead the general partner, Borussia Dortmund
Geschäftsführungs-GmbH, is solely responsible for its management and representation. This company, in turn,
is represented by one or more managing directors; Ballspielverein Borussia 09 e.V. Dortmund is the sole
shareholder of this company.
- The rights and duties of the KGaA's Supervisory Board, which is appointed by the General Shareholders'
Meeting, are limited. Specifically, it has no authority with respect to matters involving personnel, i.e.,
the authority to appoint and dismiss managing directors at Borussia Dortmund Geschäftsführungs-GmbH or to
regulate the terms of their contracts. Nor is the Supervisory Board authorised to adopt internal rules of
procedure for the general partner or any list of transactions requiring its consent. Instead, such rights
and duties are vested in the governing bodies of Borussia Dortmund Geschäftsführungs-GmbH, namely the Advisory
Board established there and the Executive Committee created by this Advisory Board.
- Additional distinctions exist with respect to the General Shareholders' Meeting of the KGaA, which are
primarily controlled by §§ 285 and 286 (1) AktG and the Articles of Association of our Company.
Consequently, the management of the general partner and the Supervisory Board of Borussia Dortmund GmbH & Co.
KGaA are required to provide a Statement of Compliance (Entsprechenserklärung) pursuant to § 161 AktG, taking
into account the organisational distinctions of the legal form of a KGaA and their expression in the Articles
of Association. The Statement of Compliance must be made permanently available to the shareholders. This is
done by publishing the Statement of Compliance on our Company's Investor Relations website.
| | |
|
|
|
 |
|
|
|
 |
|
