Vorstands- und Aufsichtsratsvergütung: Kompetenzverteilung und Offenlegung nach der zweiten Aktionärsrechterichtlinie

The 2nd Shareholders’ Rights Directive provides for an extension of the shareholders’ influence on remuneration policy for listed stock corporations and an extension of disclosure obligations through an annual remuneration report. Under German stock corporation law, a binding Say on Pay of the General Meeting, based on the British model, must be incorporated into the competence structure between the Supervisory Board and the Annual General Meeting. If Germany exercises a member state option in the sense of a non-binding resolution on remuneration policy that is included in the Directive, the question arises as to its remaining influence as well as the meaning of the separation between remuneration policy and remuneration decision for both Management Board and Supervisory Board remuneration. The new Compensation Report addresses issues of presentation that are not only of practical significance in the vertical comparison of compensation developments. The article takes the draft of a law to implement the second Shareholders’ Rights Directive into German law as an opportunity to classify it in the existing regulatory system against the background of alternative legal policy proposals and foreign regulatory models.