282 5 Equity and Shareholders’ Capital
Size of share-based incentives. The size of share-based incentives is not directly
constrained by the provisions of EU company and securities markets law, because
core questions of corporate governance have not been harmonised in the EU. For
example, it is a mandatory rule of the German Aktiengesetz that the remuneration
of each management board member must be reasonable in light of the functions of
the member in question and the situation of the company.^739 This is complemented
by the recommendations of the German Corporate Governance Code.^740 English
company law does not lay down any particular maximum amount of executive in-
centives. In April 2009, the Commission adopted non-binding Recommendations
on remuneration policies. The Recommendations cover listed companies^741 and
undertakings in the financial services sector.^742
Disclosure of share-based incentives. Community institutions have also made
attempts to enhance the transparency of remuneration policies and total remunera-
tion paid. For this purpose, the Commission adopted a non-binding Recommenda-
tion on the remuneration of directors in October 2004.^743
(^739) § 87(1) AktG.
(^740) Section 4.2.2 of the German Corporate Governance Code. For the degree of compliance,
see von Werder A, Talaulicar T, Kodex Report 2009: Die Akzeptanz der Empfehlungen
und Anregungen des Deutschen Corporate Governance Kodex, Der Betrieb 2009 pp
689–696.
(^741) Commission Recommendation complementing Recommendations 2004/913/EC and
2005/162/EC as regards the regime for the remuneration of directors of listed compa-
nies, C(2009) 3177.
(^742) Commission Recommendation on remuneration policies in the financial services sector,
C(2009) 3159.
(^743) Commission Recommendation of 14 December 2004 fostering an appropriate regime for
the remuneration of directors of listed companies (2004/419/EC).