DIN SPEC 33456
Business Process Guidelines for Supervisory Boards and Independent Directors
Leitlinien für Geschäftsprozesse in Aufsichtsgremien
This DIN SPEC has been prepared by a workshop (temporary committee) in the course of the PAS procedure. The document has been prepared and adopted by the authors specified in the foreword. The present DIN SPEC contains guidelines for organizational procedures or business processes in supervisory bodies such as supervisory boards, advisory boards and boards of directors. The guidelines are intended to provide a reference model, as well as a process map of the Supervisory Board for routines that regularly arise in the course of supervisory work. Potential users and target groups of these guidelines are supervisory bodies of corporations, especially medium-sized companies, family businesses, foundations and public companies. The reference model offers sufficient degrees of freedom and flexibility for individual company adaptation. The DIN SPEC is primarily intended to open up a business perspective on the routine work of supervisory bodies that takes place on a regular basis. Insofar as the present DIN SPEC necessarily refers to statutory regulations, recommendations and suggestions of the German Corporate Governance Code (GCGC) or other relevant case law, it reflects the status as of June 1, 2015. Not taken into account were, among other things, the amendments to the GCGC Code in 2015, the draft law on the implementation of the audit-related provisions of Directive 2014/56/EU and on the implementation of the corresponding provisions of Regulation (EU) No. 537/2014 with regard to the statutory audits of annual accounts of public interest entities (Auditing Reform Act - AReG), the draft law on the implementation of the supervisory and professional regulations of Directive 2014/56/EU and on the implementation of the corresponding provisions of Regulation (EU) No. 537/2014 with regard to the statutory audits of annual accounts of public interest entities (Auditing Reform Act - AReG), the draft law transposing Directive 2013/34/EU of the European Parliament and of the Council of 26 June 2013 on the annual financial statements, consolidated financial statements and related reports of certain types of undertakings and amending Directive 2006/43/EC of the European Parliament and of the Council and repealing Council Directives 78/660/EEC and 83/349/EEC (German Accounting Directive Implementation Act - BilRUG), the proposal for a Directive amending Directive 2007/36/EC with regard to the promotion of long-term participation of shareholders and Directive 2013/34/EU with regard to certain elements of the corporate governance statement (Shareholders' Directive), as well as the Act on the Equal Participation of Women and Men in Management Positions in the Private Sector and in the Civil Service of 24 April 2015.