With the audited Annual Financial Statements and the Management Report the issuer informs the capital market about the company’s situation and business activities.
Obliged are issuers
Briefly, this needs to be done:
This obligation is regulated in the General Terms and Conditions of Deutsche Börse AG for the Regulated Unofficial Market on Frankfurter Wertpapierbörse (GTC DBAG).
Issuers in Scale and Basic Board have to transmit their audited Annual Financial Statements and their Management Report to Deutsche Börse AG.
Consolidated or individual Financial Statements
Issuers under the legal obligation of group accounting have to transmit their consolidated Financial Statements and their group Management Report in order to comply with the requirements set forth in the GTC DBAG. In these cases, publication of the individual Financial Statements alone is neither required nor sufficient.
In the absence of an obligation of group accounting, the transmission of the individual Financial Statements and the individual Management Report will be sufficient. However, issuers who in these cases voluntarily transmit their consolidated Reports do not have to publish their individual Reports additionally, of course.
Each issuer decides based upon the applicable law whether they are under the obligation of preparing consolidated Financial Statements. Therefore, in case of an issuer with registered offices in Germany, Sect. 290 et seq. of the German Commercial Code (HGB) refer to a possible group accounting obligation.
Accounting
In order to comply with their obligations set forth in the GTC DBAG, issuers in Scale and Basic Board may in any case transmit their reports, which were prepared according to internationally accepted accounting standards.
Reports prepared according to national law will meet the requirements of the GTC DBAG only, if
a. the issuer is based in an EU member state and prepares its balance sheet pursuant to that state’s law or
b. the issuer is based in a non-EU country and prepares its balance sheet pursuant to national law which has been accepted as equal to internationally accepted accounting standards pursuant to Art. 3 of Regulation (EC) No. 1606/2002 of the European Parliament and the Council dated of 19 July 2002.
Further, the Annual Financial Statements (individual Financial Statements) and Management Report of third country issuers who are not required to prepare consolidated accounts, can also be prepared and audited in accordance with HGB.
Components of the Annual Financial Statements
The necessary components of Annual Financial Statements result from the accounting standard applied. As an example, please find the components for Annual Financial Statements prepared pursuant to HGB or IFRS compiled here.
Complete Annual Financial Statements pursuant to HGB will encompass a balance sheet, a statement of profit and loss as well as an annex. Annual Financial Statements pursuant to IFRS, on the other hand, will encompass a balance sheet, a statement of income and accumulated earn, a statement of changes in equity capital, a statement of cash flow and an annex.
Requirement of audited Annual Financial Statements
The GTC DBAG always require the transmission of audited Annual Financial Statements. This shall apply even in case the applicable law provides for exemption options.
Example:
Pursuant to Sect. 316 Paragraph 1 HGB, small joint stock companies are exempted from the auditing obligation as regards their Annual Financial Statements. In spite of this existing statutory exemption option, the GTC DBAG demand of each issuer in Scale and Basic Board audited Annual Financial Statements, that means also of a “small“ joint stock company exempted from this obligation under German law.
The requirement of “audited Annual Financial Statements” also implies that both, the Annual Financial Statements and the complete audit certificate or the certificate on its rejection have to be transmitted.
The Reports and the auditor’s certificate have to be transmitted either in German or in English.
The reports have to be transmitted via the Exchange Reporting System-interface (ERS).
The obligation becomes effective for the first time in the reporting or preparation period during which the Deutsche Börse AG decides on the inclusion.
The Annual Financial Statements as well as the Management Report have to be transmitted within six months following expiration of each financial year.
How does Deutsche Börse AG sanction violations of this follow-up obligation?
Deutsche Börse AG can impose a contractual penalty on the negligent issuer. The precise amount of the penalty imposed by Deutsche Börse AG depends in particular on the duration and extent of the violation and the significance of the violation for the capital market.
Deutsche Börse AG may also publish the penalty imposed, naming the issuer and the specific violation, on its internet site.
As a last resort, Deutsche Börse AG can terminate without notice the inclusion in Scale subsequent to the elapsing to no effect of a further deadline set by DBAG. The reason for termination is independent of culpability on the part of the issuer.
Rule Enforcement
E-Mail: rule-enforcement@deutsche-boerse.com
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