In Germany, listed public limited companies are required to issue an annual statement on their compliance with the recommendations of the DCGK. The Code, which is regularly revised by the Government Commission, contains recommendations (“shall”) and suggestions (“should”) regarding the management and supervision of German listed companies. Its purpose is to enhance the transparency of the German corporate governance system for national and international investors, employees, customers, and the general public, while strengthening confidence in corporate management. Although the recommendations and suggestions are not legally binding, deviations from the recommendations must, pursuant to Section 161 AktG, be explained and disclosed in the annual declaration of compliance under the principle of “comply or explain.”
The Government Commission most recently revised the DCGK in 2022.

Key Content of the 2022 DCGK

The 2022 Code places particular emphasis on Environmental, Social and Governance (ESG) factors. Listed companies are expected to take social and environmental sustainability into account when developing their corporate strategy and business planning. Accordingly, the Code places greater emphasis on the responsibilities of management boards and supervisory boards with regard to sustainability matters.

In addition, amendments to the Code became necessary due to the Act to Strengthen Financial Market Integrity (FISG) and the Second Leadership Positions Act (FüPoG II).

Outlook

On 5 August 2026, the Government Commission published a proposal to amend the German Corporate Governance Code and launched a consultation. The 2026 revisions will significantly streamline the Code. The amendments aim to eliminate redundancies within the Code, remove outdated formal requirements, and align its provisions with current legislation. Among other things, the proposed changes include:

• Removal of sustainability expertise from the supervisory board’s competence profile and deletion of recommendations on sustainability reporting, due to redundancies within the Code and the statutory requirements introduced by the Corporate Sustainability Reporting Directive (CSRD).
• Removal of the recommendation regarding a protected whistleblower system, in light of the requirements of the Whistleblower Protection Act.
• Elimination of the reporting obligation concerning the use of a digital meeting format.
• Simplification of the requirements relating to executive remuneration systems, taking into account the statutory provisions set out in Section 87a AktG.