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von Göler (Hrsg.) / / § 52
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§ 52 Supervisory board

(1) If the articles of association stipulate that a supervisory board is to be appointed, section 90 (3), (4), (5) sentences 1 and 2, section 95 sentence 1, section 100 (1) and (2) no. 2 and (5), section 101 (1) sentence 1, section 103 (1) sentences 1 and 2, section 105, section 107 (3) sentences 2 and 3 and (4), sections 110 to 114 and section 116 of the Stock Corporation Act, in conjunction with section 93 (1) and (2) sentences 1 and 2 of the Stock Corporation Act, section 124 (3) sentence 2, sections 170, 171, 394 and 395 of the Stock Corporation Act apply accordingly, unless otherwise provided in the articles of association.

(2) Where a supervisory board is to be appointed in accordance with the One-Third Participation Act (Drittelbeteiligungsgesetz), the meeting of shareholders sets targets regarding the proportion of women on the supervisory board and the proportion of women directors, unless it has delegated this task to the supervisory board. Where a supervisory board is to be appointed in accordance with the Co-determination Act (Mitbestimmungsgesetz), the Act on Co-determination in the Coal, Iron and Steel Industry (Montan-​Mitbestimmungsgesetz) or the Supplementary Co-determination Act (Mitbestimmungsergänzungsgesetz), the supervisory board sets targets regarding the proportion of women on the supervisory board and the proportion of women directors. The targets must define the intended share of women in each body and must, where these are quoted in percentages, correspond to full numbers of persons. Where the target set for the supervisory board or in respect of the directors is zero, clear and comprehensible grounds are to be provided for this decision. The grounds must state in detail the considerations on which the decision was based. If the proportion of women is less than 30 per cent when the targets are set, the targets may no longer fall below the previously achieved proportion of women. At the same time, deadlines are to be set by which these targets are to be achieved. The deadlines may not exceed five years in each case.

(3) If the members of the supervisory board are appointed before the company is entered in the Commercial Register, section 37 (4) no. 3 and no. 3a of the Stock Corporation Act applies accordingly. Whenever there is a change in the members of the supervisory board, the directors are required to submit, without delay, to the Commercial Register a list of the members of the supervisory board indicating their family name, given name, profession and place of residence; in accordance with section 10 of the Commercial Code, the court is to give notice that the list has been submitted to the Commercial Register.

(4) Claims for compensation against the members of the supervisory board on account of a violation of their obligations become statute-barred after five years.

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