Germany's corporate governance commission has pulled back on planned cuts to its governance code after investor pushback, retaining transparency, whistleblowing and sustainability-related provisions investors wanted to protect.

Germany has issued a revised Deutscher Corporate Governance Kodex (DCGK) – the comply-or-explain benchmark for German listed companies – deleting all or part of ten of its 66 recommendations and suggestions. The revised German Corporate Governance Code 2026 is expected to take effect on 4 January 2027.

Most notably, the Commission dropped its plan to remove the recommendation that supervisory boards publish their rules of procedure – disclosure that shows investors how boards allocate responsibilities and take decisions – and kept specific whistleblowing guidance. Following consultation feedback from market participants, including Minerva Analytics, the Commission retained several transparency and oversight provisions that had been proposed for removal.

A simpler framework for German corporate governance 2026

The Government Commission responsible for the Code says the simplified framework will help make Germany a more attractive business location and facilitate international comparisons for investors. The revised Code has been submitted to the German Federal Ministry of Justice and Consumer Protection.

Beyond the deletions, five of the existing Code's 66 recommendations and suggestions have been simplified or merged, and two recommendations have been converted into suggestions. For the first time, the revision process focused exclusively on reducing complexity rather than introducing significant new governance expectations. This is set to be the 16th version of the code, with the first issued in 2002 and the current version coming into effect in June 2022.

"The simplified Code now provides more refined guidance for management boards, supervisory boards and investors, especially when it comes to practical applications," said Clara Streit, chair of the Government Commission. "This is because it concentrates on what truly constitutes good corporate governance and avoids those things which needlessly make it more difficult."

What changes for boards and investors?

The revised Code relaxes expectations around board composition by converting age limits for management and supervisory board members from recommendations into non-binding suggestions. It also consolidates remuneration provisions and updates reporting expectations relating to internal control and risk management systems, including non-financial controls.

Sustainability remains embedded within corporate strategy, board expertise and oversight responsibilities. The final text clarifies that sustainability reporting and assurance form part of the audit committee expertise expected under the Code, reinforcing board-level accountability for the quality of sustainability disclosures.

Investor feedback shapes DCGK revisions

Although the final Code broadly reflects the Commission's streamlining objective, consultation feedback prompted several notable changes to the draft proposed in August 2026.

The retained whistleblowing guidance sets out expectations that employees and, where appropriate, third parties should be able to report suspected legal breaches confidentially. The final Code also preserves disclosure expectations relating to corporate governance reporting, internal controls, risk management systems and supervisory board activities.

According to the Commission's press release, consultation respondents "particularly welcomed" efforts to make the Code clearer and more comprehensible while avoiding unnecessary detail and duplication.

"The feedback obtained during the consultation process was very valuable and provided us with some very important input. All in all, the process helped us to continue to develop the Code in this direction," Streit said.

Minerva's position on DCGK Reforms

In its response to the German Corporate Governance Code consultation, Minerva Analytics broadly supported proposals that removed duplication with legislation, improved clarity and provided companies with greater flexibility. It welcomed revisions to internal control and risk management reporting, the move away from board age limits, the consolidation of auditor-related provisions and the streamlining of remuneration requirements already reflected in law.

At the same time, Minerva argued that simplification should not diminish the Code's usefulness as a governance benchmark for issuers and investors. It cautioned against removing transparency measures relating to supervisory board procedures, committee structures, timely financial reporting and executive remuneration disclosure, and highlighted the importance of maintaining clear references to sustainability expertise and oversight responsibilities.

Beyond the proposed amendments, Minerva also encouraged greater shareholder involvement in major transactions, more frequent opportunities to assess supervisory board composition and clearer guidance on hybrid AGM practices.

Minerva Analytics intends to publish a detailed briefing examining the implications of the revised DCGK in December 2026.

Key takeaways for investors

The revised DCGK balances a less prescriptive framework with continued expectations for transparency and effective oversight. For investors, the key distinction is between provisions simplified to remove duplication and disclosures retained to support scrutiny of board practices, risk management and sustainability responsibilities. The outcome largely reflects Minerva's position that reducing complexity should preserve the information shareholders need to hold boards to account.