Extract to table

The DCGK sets forth standards of good and responsible corporate governance for German listed companies and includes recommendations (designated by the word "soll" / "shall") and suggestions (designated by the word "sollte" / "should")

Furthermore, under German law, the ultimate decision on Vorstand compensation must be made by the full Aufsichtsrat, and the Personalausschuss serves in an advisory and preparatory capacity rather than as the decision-making body

The nominations committee or independent directors, as applicable, must adopt a formal written charter or board resolution addressing the director nomination process, including minimum qualifications for nominees

However, these supermajority requirements are calculated based on the share capital represented at the meeting, not the total outstanding share capital, and the AktG does not impose a minimum quorum of share capital that must be represented for the meeting to be valid (unless the Satzung provides otherwise)

The convocation notice (Einberufung) must be published in the German Federal Gazette (Bundesanzeiger) at least thirty (30) days before the date of the Hauptversammlung and must set forth the agenda items, proposed resolutions, and other information required by the AktG

The exclusion of pre-emptive rights is subject to judicial review and must be justified by the Company's interest in the relevant transaction