HGB §§315–315d
Group Management Report
Konzernlagebericht
The HGB provisions governing the group management report (Konzernlagebericht), including group course of business, risk reporting, non-financial statement, and corporate governance statement.
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Conceptual Framework Linkage
REGULATORY STATUS (as previously confirmed in the earlier individual Lagebericht poster): Germany has not yet transposed the EU's CSRD into national law. §§315b–315c below reflect the ORIGINAL 2017 regime, which remains operative for now. Verify current status before relying on this for a live filing.
The final Titel of the Konzernabschluss subsection
§§315–315d close out Book 3, Section 2's Konzernabschluss subsection, mirroring the earlier individual-entity Lagebericht (§§289–289f) but scaled to the GROUP as a whole. As with the Konzernanhang poster, this poster focuses genuine attention on what is DISTINCTIVELY group-level here – multi-entity financial risk management disclosure, and the duplicate-reporting exemption for a subsidiary already covered by its own parent's group statement.
HOW §§315–315D MAP TO GERMAN ACCOUNTING PRINCIPLES
Ein den tatsächlichen Verhältnissen entsprechendes Bild – the SAME true-and-fair formulation reappears here, now describing the GROUP's own course of business and position Avoiding duplicate reporting – the SAME theme running through §264(3), §291/§292, and §315b(2)'s own subsidiary exemption
What §§315–315d require, at a glance
§Core requirement
315Group course of business, position, forecast, risks/opportunities, financial risk management
315aTakeover-related disclosures for certain listed parent AGs/KGaAs
315b–cNon-financial group statement obligation and content, with a duplicate-avoidance exemption
315dGroup corporate governance statement for listed parents
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Scope
Every parent required to prepare a Konzernabschluss under §290
§315's core content requirements apply to every parent required to prepare a Konzernlagebericht under §290(1)'s obligation established many posters ago. §315a, §315b, and §315d each add progressively narrower layers, reaching only listed parent AGs/KGaAs or large capital-market-oriented groups exceeding 500 employees.
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§315(1) – the Core Content Test, at Group Level
The same requirement as §289(1), now describing the entire group
§315(1) requires the Konzernlagebericht to present the course of business – including the business result – and the POSITION of the GROUP, such that a picture corresponding to actual circumstances is conveyed, together with an accurate presentation of the principal opportunities and risks of expected future development, an assessment and explanation of that development, and disclosure of the material assumptions underlying any forward-looking statements – the SAME Prognosebericht requirement established in the individual-entity poster, now assessed on a consolidated, group-wide basis.
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Worked Example – a Group-Level Prognosebericht
Assumptions must be disclosed for the GROUP's combined outlook
Example 1: A group's combined outlook statement
A group comprising a manufacturing parent and a distribution subsidiary expects combined revenue growth of 8% in the coming year, based on assumed continued expansion in the subsidiary's distribution network and stable input costs at the parent's own manufacturing operations.
The Konzernlagebericht must disclose BOTH underlying assumptions explicitly – the distribution network expansion and the stable input cost assumption – exactly as §289(1) required at the individual-entity level, but now describing the COMBINED, group-wide picture rather than either entity's own outlook in isolation.
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§315(2) – Further Required Content, Including Financial Risk Management
The same four categories as §289(2), plus genuinely heightened financial risk management content
§315(2) carries forward the SAME four categories established for the individual Lagebericht – subsequent events of particular significance, expected development with opportunities/risks, R&D activities, and existing branches – now assessed group-wide. Groups with more complex, multi-entity treasury and hedging operations spanning several legal entities typically also address the enterprise's RISK MANAGEMENT OBJECTIVES AND METHODS relating to the use of financial instruments – currency, interest rate, credit, and liquidity risk exposures that are often genuinely more significant, and more genuinely GROUP-WIDE in character, than at any single entity in isolation.
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Worked Example – Disclosing Group-Wide Treasury and Hedging Risk
A genuinely group-wide exposure, managed centrally
Example 2: A centralised group treasury function
A group's central treasury function, based at the parent, manages foreign currency risk on behalf of ALL group entities, using forward contracts to hedge a combined €40,000,000 of exposure arising from multiple subsidiaries' own foreign-denominated receivables and payables.
The Konzernlagebericht discloses the group's OVERALL currency risk management objectives and methods – describing the centralised hedging approach, the combined €40,000,000 exposure, and the general hedging instruments used – rather than each individual subsidiary separately describing its OWN, comparatively narrow slice of the SAME centrally-managed risk.
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§315(3)–(5) – Non-Financial Indicators and the Group Accounting Process Controls
The same narrower forerunner content, now describing the Konzernrechnungslegungsprozess
§315(3) requires non-financial performance indicators relevant to understanding the GROUP's business to be included, to the extent necessary – the SAME requirement as §289(3), assessed group-wide. §315(4)–(5) require, for capital-market-oriented PARENTS specifically, a description of the main characteristics of the internal control and risk management system as it relates to the GROUP accounting process (Konzernrechnungslegungsprozess) – a genuinely more complex environment than any single entity's own accounting process, given the additional consolidation-specific controls (uniform measurement, elimination entries, capital consolidation mechanics) this entire poster series has documented.
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§315a – Takeover-Related Disclosures, Now at Group Level
The same substantive content as §289a, delivered through the group report
§315a requires the SAME substantive takeover-related disclosures established under §289a – share capital composition, voting/transfer restrictions, 10%+ shareholdings, special control rights, board appointment/removal rules, share issuance/buyback powers, and change-of-control clauses in material agreements – now delivered through the Konzernlagebericht where the PARENT itself is a listed AG or KGaA.
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§315b – the Non-Financial Group Statement Obligation
The same 500-employee, capital-market-oriented threshold, assessed group-wide
§315b(1) requires a parent meeting the SAME criteria established for the individual-entity §289b obligation – in practice, capital-market-oriented groups (and certain credit institutions/insurers) exceeding 500 employees, assessed on a GROUP-WIDE basis – to expand the Konzernlagebericht with a non-financial GROUP statement, covering the same five topics: environmental, employee, social, human rights, and anti-corruption/anti-bribery matters.
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§315b(2) – Avoiding Duplicate Non-Financial Reporting Within a Group
The same "avoid duplication" theme, applied to non-financial reporting specifically
§315b(2) exempts a subsidiary from preparing its OWN separate non-financial statement (whether at individual-entity level under §289b, or at its own sub-group level under §315b) where it is ITSELF already included within a PARENT's own non-financial group statement – directly paralleling the SAME duplicate-avoidance logic already seen for financial reporting under §264(3) (individual-entity subsidiary exemption) and §291/§292 (group-level exemption for EU/EEA and third-country sub-groups).
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Worked Example – a Subsidiary Relying on the §315b(2) Exemption
Genuine relief within a nested group, once again
Example 3: A German sub-group within a larger, non-financial-reporting parent group
A German intermediate parent, itself a capital-market-oriented company exceeding 500 employees on its own sub-group basis, is wholly owned by a larger European parent whose own non-financial group statement – covering the SAME five topics – fully incorporates the German sub-group's own operations.
The German intermediate parent relies on §315b(2) to be EXEMPTED from preparing its OWN separate non-financial group statement – its environmental, employee, social, human rights, and anti-corruption information remains fully visible through the LARGER parent's own group-wide non-financial statement, avoiding a substantively duplicative reporting exercise, exactly paralleling the financial-reporting exemptions established much earlier in this series.
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§315c – Content of the Non-Financial Group Statement
The same content structure as §289c, assessed group-wide
§315c requires the SAME content structure established under §289c – a description of the group's business model, and for each of the five topics, its concepts pursued, due diligence processes, outcomes, principal risks connected with the group's own operations and its business relationships/products/services, how those risks are managed, and relevant non-financial KPIs – now assessed across the ENTIRE group rather than a single entity, meaning the due diligence and risk assessment must genuinely span the group's own supply chains and business relationships wherever they sit within the corporate structure.
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§315d – the Group Corporate Governance Statement
The same content as §289f, for the parent's own governance arrangements
§315d requires listed parent AGs to include a group corporate governance statement – covering the German Corporate Governance Code declaration of conformity, governance practices applied beyond legal requirements, the working methods of the PARENT's own management and supervisory boards and their committees, and diversity-related board composition information – mirroring §289f's individual-entity content, since the group itself has no separate governing body distinct from the parent's own.
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Critical Judgments & Practical Difficulties
Where judgement matters most
SIGNIFICANT JUDGEMENTS
Whether centrally-managed financial risk genuinely warrants group-wide disclosure treatment versus entity-by-entity description Whether a subsidiary's own non-financial matters are GENUINELY fully captured within a parent's own group statement, justifying the §315b(2) exemption
PRACTICAL DIFFICULTIES
Coordinating group-wide due diligence and risk assessment across a complex, multi-entity, multi-jurisdictional supply chain for §315c purposes The SAME CSRD transposition uncertainty flagged in the individual Lagebericht poster, now affecting an even broader population of groups once eventual transposition occurs
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Relationship to IFRS
Comparison – HGB §§315–315d vs IFRS
Exactly as with the individual Lagebericht, the Konzernlagebericht as a WHOLE remains one of the most distinctively non-IFRS components of this entire poster series – IFRS financial statements embed no mandatory, statutorily-defined forecast narrative at either the individual OR the group level. Where a group prepares BOTH an HGB Konzernabschluss and separately reports under IFRS (e.g. a listed parent using §315e, covered in the next poster), the Konzernlagebericht's forward-looking, risk-and-opportunity content remains a genuinely ADDITIONAL, HGB-specific requirement layered on top of whatever IFRS itself requires.
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Statement Mapping
Where every §§315–315d event lands
Event / obligationDocument affectedNotes
Group Prognosebericht contentKonzernlageberichtOutside the Konzernabschluss definition entirely
Non-financial group statement (§315b)Konzernlagebericht (or standalone report)Subject to the §315b(2) duplicate-avoidance exemption
Group governance statement (§315d)KonzernlageberichtListed parent AGs only
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Related Provisions – Cross-Reference Map
How §§315–315d connect across HGB Book 3
ProvisionNature of the connection
§289–289fThe individual-entity Lagebericht provisions this Titel closely parallels at group level
§290(1)Establishes the Konzernlagebericht obligation this Titel now fills with substantive content
§264(3), §291, §292The earlier duplicate-avoidance exemptions §315b(2) directly parallels for non-financial reporting specifically
§315eThe NEXT and final Titel in this Subsection, permitting IFRS group accounts as an alternative to the entire Konzernabschluss/Konzernlagebericht framework
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Quick-Reference Glossary
Konzernlagebericht
Group management report – the consolidated equivalent of the individual-entity Lagebericht, kept outside the Konzernabschluss definition.
Konzernrechnungslegungsprozess
The group accounting process – the internal control environment specifically covering consolidation mechanics, disclosed under §315(4)-(5).
Finanzrisikomanagement
Financial risk management – currency, interest rate, credit, and liquidity risk disclosure, often genuinely group-wide given centralised treasury functions.
Nichtfinanzielle Konzernerklärung
Non-financial group statement – the group-wide equivalent of the individual non-financial statement under §289b.
Key
Konzernlagebericht Group management report