Clearly structured and lived corporate governance is very important to Borussia Dortmund. It stands for company management and controlling that is responsible, transparent, and focused on long-term value creation. Efficient work together between the management and supervisory board, attention to shareholders' interests, and openness and transparency in corporate communication are large parts of good corporate governance. This is the orientation of the management of Borussia Dortmund Geschäftsführungs-GmbH as the general partner of Borussia Dortmund GmbH & Co. KGaA (the “company”) and the supervisory board of our company.
General Information about Corporate Governance
The statutory framework of Corporate Governance are regulated by German stock company law. Pursuant to section 161 of the German Stock Company Act [AktG], the management board and supervisory board of a listed company are obligated to declare each year whether and to what extent they complied with the recommendations of the "Regierungskommission Deutscher Corporate Governance Kodex" in German Corporate Governance Kodex (Code) announced in the electronic Bundesanzeiger (with regard to the past) or will comply (in the future); in the event that the recommendations are not applied, pursuant to section 161 par. 1 clause 1 AktG, it is also to be explained why this did not occur.
As a rule, the Code is reviewed once annually and adapted as needed. It describes the main statutory regulations regarding the management and monitoring of listed companies in Germany and includes the internationally and nationally recognised standards for good and responsible company management. The Code aims to make the German Corporate Governance system transparent and understandable. Its purpose is to promote the trust of international and national investors, customers, employees and the general public in the management and supervision of listed German stock corporations.
Distinctions specific to the legal form of Borussia Dortmund GmbH & Co. KGaA
Numerous recommendations (target provisions) of the code are tailored solely to Aktiengesellschaft stock companies and thus are not directly applicable to partnerships with stock (KGaA), such as our company - in a corresponding manner at best.
A KGaA is a mixture between a stock company (AG) and a limited partnership (KG). It concerns a company that is its own legal entity for which at least one partner (the general partner) is liable without limit towards the company's creditors and in which the limited partners with shares have in interest in the share capital but are not liable for the liabilities of the company (section 278 par. 1 AktG).
Marked differences to an AG can be characterised as follows:
- Borussia Dortmund GmbH & Co. KGaA does not have a management board. Its management and represented are instead incumbent upon the general partner, Borussia Dortmund Geschäftsführungs-GmbH. This GmbH is represented in turn by one or more managers; its sole partner is Ballspielverein Borussia 09 e.V. Dortmund.
- The rights and duties of the supervisory board of the KGaA elected by the annual general meeting are limited. In particular, it does not have the responsibility for appointing and dismissing managing directors at Borussia Dortmund Geschäftsführungs-GmbH and regulating their contractual provisions. The Supervisory Board is not entitled, either, to adopt Rules of Procedure or a catalogue of transactions requiring agreement for the General Partner. Rather, the committees at Borussia Dortmund Geschäftsführungs-GmbH are responsible for such rights and duties, namely the subcommittee there and the Executive Committee that it in turn forms.
- Additional exceptional features arise with regard to the annual general meeting of the KGaA that are regulated primarily in sections 285 and 286 par. 1 AktG and in the Articles of the Company.
Therefore, a statement of compliance pursuant to section 161 AktG is delivered with consideration for the legal characteristics specific to the legal form of the KGaA and its design in the articles of association by the management of the general partner and by the supervisory board of Borussia GmbH & Co. KGaA and made available to company shareholders in the internet in a permanent manner. The last statement of compliance can be found here .