The Supervisory Board held six meetings in the 2006 financial year.
At the first meeting of the year on February 1, 2006, we discussed the development of business in 2005, the key figures of the Annual Financial Statements for 2005, the dividend proposal and the corporate planning for the years 2006 to 2008. Furthermore, Dr. Ackermann was designated Chairman of the Management Board, his appointment to the Management Board was extended to the end of the Ordinary General Meeting 2010, and the appointment of Dr. von Heydebreck was extended to the end of the Ordinary General Meeting 2007.
On March 17, 2006, we approved the Annual Financial Statements for 2005, which were thus established. Furthermore, discussions were held on the Corporate Governance Report as well as the Compliance and Anti-Money Laundering Report, the resolution proposals for the agenda of the General Meeting 2006 were approved, and we discussed the Group’s risk management. We consulted on the planned acquisition of Berliner Bank and received reports on the management and control in the bank’s regions and on the development of the bank in America.
At an additional meeting on April 2, 2006, Dr. Breuer announced that he would be resigning as member of the Supervisory Board with effect from the end of May 3, 2006, and explained the reasons for his decision. Following the extensive consideration and discussion of alternatives, which included both internal and external candidates, the Supervisory Board came to the unanimous conclusion that Dr. Börsig should transfer to the Supervisory Board and become its Chairman, as the Chair should only be transferred to someone who is familiar with the complex nature of a bank with global operations through personal and senior managerial experience. Dr. Börsig’s appointment as member of the Management Board of Deutsche Bank AG ended through mutual agreement with effect from the end of May 3, 2006. The Supervisory Board furthermore resolved that Dr. Börsig’s election to the Supervisory Board be proposed to the General Meeting. In addition, Mr. Di Iorio and Dr. Bänziger were appointed members of the Management Board. Following the meeting, the Chairman’s Committee concluded a severance agreement with Dr. Börsig. The Register Court appointed Dr. Börsig member of the Supervisory Board for the period May 4, 2006, until the end of the General Meeting 2006. On June 1, 2006, the General Meeting elected Dr. Börsig member of the Supervisory Board. At the subsequent meeting of the Supervisory Board, we reelected him Chairman of the Supervisory Board until the conclusion of the Supervisory Board’s term of office.
At the meeting on July 31, 2006, we obtained information on the development of business in the first half of 2006. Furthermore, the development of the bank in India was reported on, and additional possibilities of expansion were discussed. We also approved a new version of the Terms of Reference and the Business Allocation Plan for the Management Board.
At the last meeting on October 31, 2006, discussions focused in detail on the development of business in the first nine months and, in particular, on the bank’s further strategic development, the expansion of the business divisions and the potential to leverage the bank’s global presence. Furthermore, we discussed the Human Resources Report on staff development and succession planning.
All members of the Supervisory Board participated in all of the Supervisory Board meetings with only few exceptions in the year 2006.
The Committees of the Supervisory Board
The Chairman’s Committee met five times during the reporting period. At its meetings, the Committee handled issues relating to the Management Board and, in particular, the determination of the variable compensation components for the Management Board for 2005, succession planning for the Management Board and the process of selecting new Supervisory Board members. It also prepared the corresponding resolutions for the Supervisory Board. Furthermore, it discussed the introduction of a new Terms of Reference and new Business Allocation Plan for the Management Board as well as amendments to the Declaration of Conformity and the Terms of Reference for the Supervisory Board and its committees.
At its six meetings, the Risk Committee discussed exposures subject to mandatory approval under German law and the Articles of Association as well as all major loans and loans entailing increased risks. Where necessary, the Risk Committee gave its approval. Apart from credit, liquidity, country and
market risks, the Committee also discussed operational, legal and reputational risks extensively. Furthermore, global industry portfolios were presented according to a specified plan and discussed at length.
The Audit Committee met five times last year. Representatives of the bank’s auditor also attended its meetings. Subjects covered were the audit and approval of the Annual Financial Statements and Consolidated Financial Statements, quarterly financial statements, Forms 20-F and 6-K for the Securities and Exchange Commission, as well as the interim reports. The Committee dealt with the proposal for the election of the auditor for the 2006 financial year, issued the audit mandate with certain audit areas of focus, resolved on the auditor’s remuneration and verified the auditor’s independence in accordance with the German Corporate Governance Code and the rules of the US Public Company Accounting Oversight Board. The Audit Committee is convinced that, as in the previous years, there are no conflicts of interest on the part of the bank’s auditor. Furthermore, the Committee discussed the conversion to
IFRS accounting and, in detail, the regulations of the
Sarbanes-Oxley Act relating to the implementation of the internal control system, and it also received detailed progress reports on this. When necessary, resolutions were passed or resolutions were recommended for the Supervisory Board. The Audit Committee had reports submitted to it regularly on the engagement of accounting firms, including the auditor, with non-audit-related tasks, on the work of Internal Audit as well as on legal and reputational risks. The Audit Committee did not receive any complaints in connection with accounting, internal accounting controls and auditing matters.
Meetings of the Mediation Committee, established pursuant to the provisions of the Co-Determination Act, were not necessary in 2006.
The committee chairmen reported regularly to the Supervisory Board on the work of its committees.

