Cooling-off period
As a cooling-off period (including cooling-off phase , cooling-off period , cooling-down period and cooling phase ) is in the field of law , a time interval understood during the incompatibility of certain tasks in legal persons is given (see in politics: principle of incompatibility ) or a cooling-off time interval for the parties to a proceeding.
Stock Corporation Act
Germany
In Germany , Section 100 (2) no. 4 of the Stock Corporation Act provides for a cooling-off period of two years for members of the management board of a listed company ( corporation ). Management board members cannot sit on the supervisory board of the same company for two years . Exception: the election of the relevant board of directors takes place on the proposal of shareholders who hold more than 25 percent of the voting rights in the company. According to Section 5.4.4 of the German Corporate Governance Code , such a decision by the General Meeting should be an exception to be justified.
The reason for this regulation is that a person who belongs to the supervisory board of a listed company will hardly view the management board critically, which is pursuing a strategy that was previously decided and followed by the now supervisory board member on the management board as the then management board member.
Austria
As in Germany, the Austrian Stock Corporation Act , Section 86 (4) no. 2, a cooling-off period of two years. As in Germany, the Austrian Corporate Governance Code , No. 55, a two-year cooling-off period is specified. However, the supervisory board may “not include more than one former member of the management board for whom the two-year period has not yet expired. A member of the supervisory board of a listed company who has been a member of the management board of this company for the past two years cannot be elected chairman of the supervisory board. "
European Union Intellectual Property Office
As part of the opposition proceedings of the Office of the European Union for Intellectual Property , a "cooling off period" is provided. This is a phase in which, “The parties are given the opportunity to end the proceedings without incurring additional costs. The 'cooling off' period expires two months after notification of the admissibility of the objection. It can be extended by 22 months so that it can total 24 months. After the cooling-off period has expired, the adversarial part of the proceedings begins. "
Final examination at companies
In 2002, the Sarbanes-Oxley Act , SEC 206, introduced a cooling-off period of one or two years for auditors at US- listed companies before an auditor (as auditor) takes on a position with a supervisory role in that company.
Similarly , a cooling-off period of two years was provided within the European Union according to Directive 2006/43 / EC (Final Audit Directive ) (also: 8th Directive), Art. 42 Paragraph 3, which was to be transposed into national law .
See also
- Cooling down phase works council
- Principle of incompatibility (politics)
- List of listed Austrian companies
- List of listed German companies
- Cool down (sport)
Web links
Individual evidence
- ↑ German Corporate Governance Code, in the version of May 15, 2012, accessed on February 12, 2013 under this online version ( Memento of the original of January 24, 2013 in the Internet Archive ) Info: The archive link has been inserted automatically and has not yet been checked . Please check the original and archive link according to the instructions and then remove this notice. (PDF; 95 kB)
- ↑ Austrian Corporate Governance Code in the version July 2012, accessed on February 12, 2013 under Online Version ( Memento of the original from September 3, 2014 in the Internet Archive ) Info: The archive link was inserted automatically and has not yet been checked. Please check the original and archive link according to the instructions and then remove this notice.
- ↑ Quote: Zif. 55 Austrian Corporate Governance Code (as amended in July 2012).
- ↑ Queryed on February 12, 2013 under [1] .
- ↑ Directive 2006/43 / EC of the European Parliament and of the Council
- ↑ Quotation of Art. 42 Para. 3 of the 8th Directive (EuroSOX): “The auditor or the responsible audit partner who carries out an audit on behalf of an audit firm may at least two years after resigning from the audit mandate as the auditor or responsible audit partner , do not assume an important management position in the audited company. "
