Effective corporate governance in accordance with high international standards is a matter of course for us. The essential framework for this is provided, first and foremost, by the German Stock Corporation Act and the German Corporate Governance Code. As our share is also listed on the New York Stock Exchange, we are also subject to the relevant U.S. capital market laws as well as the rules of the Securities and Exchange Commission (SEC) and New York Stock Exchange.
Our system of corporate governance provides the basis for the responsible management and control of Deutsche Bank, with a focus on sustainable value creation. It has four key elements: good relations with shareholders, effective cooperation between the Management Board and Supervisory Board, a performance-based compensation system with a sustainable and long-term focus, as well as transparent and timely reporting.
As required by law, our shareholders participate in decisions of material importance to the bank, including amendments to the Articles of Association, the appropriation of profit, the authorization to issue new shares and important structural changes. Deutsche Bank has only one class of shares, with each share carrying one voting right. To make it easier for our shareholders to exercise their voting rights, we offer absentee voting and support the use of electronic media for the Annual General Meeting. For example, shareholders can issue authorizations and voting instructions to Deutsche Bank’s proxies through the internet.
The Management Board is responsible for managing the company and exercises control over Deutsche Bank Group companies. It ensures compliance with all provisions of law and company internal policies. In appointing people to management functions in the company, the Management Board takes diversity into account. The members of the Management Board together with the heads of the bank’s core businesses who are not members of the Management Board as well as the head of Deutsche Bank Americas and the head of Deutsche Bank Asia Pacific (ex Japan) form the Group Executive Committee (GEC). This committee analyzes the development of the business divisions, discusses matters of Group strategy and prepares recommendations for decisions taken by the Management Board.
The Supervisory Board oversees and advises the Management Board in its management of the business. Major decisions affecting the bank require Supervisory Board approval. It specifies the information and reporting duties of the Management Board, appoints the members of the Management Board, and draws up long-term plans for their succession together with the Management Board. The Supervisory Board reviews the efficiency of its work annually. In addition to the Mediation Committee required by law, the Supervisory Board has established a Chairman’s Committee, Audit Committee, Risk Committee and Nomination Committee.
To carry out its tasks, the Supervisory Board takes care to ensure a balanced composition and that its members possess the required knowledge, ability and expertise. Furthermore, the Supervisory Board respects diversity in the company, in particular when appointing members to the Management Board and making proposals for the election of the Supervisory Board. In light of the bank’s international activities, the Supervisory Board has an appropriate number of members with long-term international experience. The Supervisory Board also has a sufficient number of independent members.
The compensation of the Management Board members is primarily aligned to the sustainable, long-term success of the bank. The factors for determining variable compensation are individual performance as well as, on the one hand, the bank’s planned and actually achieved two-year average return on equity, and on the other hand, the relative performance of the bank’s share over a three-year period compared to a selected group of our peers. A substantial part of the variable compensation is awarded on a deferred basis, subject to a possible clawback and largely equity-based. To a reasonable extent, the deferred variable compensation is subject to the sustained performance of Deutsche Bank, positive or negative.
Members of the Supervisory Board receive compensation comprised of a fixed and a variable component. The variable compensation is linked to the achievement of ambitious targets, the dividend and the three-year average earnings per share. The chair and deputy chair of the Supervisory Board as well as the chair and members of the Supervisory Board committees receive additional compensation.
Shareholders and the public are regularly kept up to date through the Annual Report, including the Consolidated Financial Statements, as well as the Interim Reports. The reporting of Deutsche Bank Group is in accordance with International Financial Reporting Standards (IFRS). This provides for a high degree of transparency in financial reporting and facilitates comparability with our international peers.
Declaration of Conformity
On October 27, 2010, the Management Board and Supervisory Board amended the annual Declaration of Conformity pursuant to § 161 of the German Stock Corporation Act. Deutsche Bank AG acts in conformity with the recommendations of the German Corporate Governance Code in the version dated May 26, 2010, without any exceptions.
Our detailed , along with the Declaration of Conformity for 2010 and other documents on our corporate governance, such as the terms of reference for the Management Board, the Supervisory Board and its committees, are available on the .
We continuously check our system of corporate governance in light of new events, statutory requirements and developments in domestic and international standards, and make the appropriate adjustments.