Germany / National law
ARUG II
ARUG II — German act of 12 Dec 2019 transposing Shareholder Rights Directive (EU) 2017/828
In force2020-01-01
Topic : Governance · Level : National
Today
In force. Say-on-pay votes and remuneration reports apply to German listed AGs and KGaAs.
Summary
ARUG II transposes the EU Shareholder Rights Directive II into German law. Listed companies must put board pay to shareholder vote and publish remuneration reports. Investors must disclose their engagement policy.
Who is concerned
- Turnover
- non précisé
- Employees
- non précisé
- Listed company
- cotées seulement
- Sectors
- Listed stock corporations
- Institutional investors
- Asset managers
- Proxy advisers
- Triggering activities
- Shares listed on a regulated market
- Investing in German listed shares
- Extraterritorial reach
- No
non précisé
- Examples
- DAX-listed industrial group
- Asset manager voting at German AGMs
What the law requires
- Submit board pay policy to shareholder vote at least every 4 years
- Publish an audited annual remuneration report
- Approve and disclose material related-party transactions
- Publish an engagement policy (investors, asset managers)
Penalties
No new fine schedule; administrative fines under the German Stock Corporation Act for disclosure breaches, plus civil remedies.
SUPPLIER INTELLIGENCE
What this changes for a supplier in China
Indirect. ESG targets often enter board variable pay, so listed German buyers push suppliers for measurable carbon and social KPIs.
Expected evidence
- Scope 1-2 data per site
- Carbon reduction targets
- Social compliance KPIs
Tiers : Tier 1
Net Zero PulseConsulting