Supervisory Board


The Supervisory Board appoints, supervises and advises the Management Board and is directly involved in decisions of fundamental importance to the bank. The Management Board regularly informs the Supervisory Board of the intended business policies and other fundamental matters relating to the assets, liabilities, financial and profit situation as well as its risk situation, risk management and risk controlling. A report is made to the Supervisory Board on corporate planning at least once a year. At the proposal of the Chairperson’s Committee, the Supervisory Board determines the compensation of the individual members of the Management Board including the main contract elements and reviews it regularly. The Chairman of the Supervisory Board coordinates work within the Supervisory Board. He maintains regular contact with the Management Board, especially with the Chairman of the Management Board, and consults with him on strategy, the development of business and risk management. The Supervisory Board Chairman is informed by the Chairman of the Management Board without delay of important events of substantial significance for the situation and development as well as for the management of Deutsche Bank Group. The types of business that require the approval of the Supervisory Board to be transacted are specified in Section 13 of our Articles of Association. The Supervisory Board meets if required without the Management Board. For the performance of its duties, the Supervisory Board may, at its professional discretion, use the services of auditors, legal advisors and other internal and external consultants.

The duties, procedures and committees of the Supervisory Board are specified in its Terms of Reference, which are available in the respectively current version on the Deutsche Bank Internet website (www.deutsche-bank.com/corporate-governance).

The following table shows information on the current members of our Supervisory Board. The members representing our shareholders were elected at the Annual General Meeting on May 29, 2008, except for Dr. Siegert, who was elected at the Annual General Meeting 2007 until the end of the Annual General Meeting 2012 and Ms. Garrett-Cox, who was elected at the Annual General Meeting 2011 until the end of the Annual General Meeting 2016. The members elected by employees in Germany were elected on May 8, 2008. The information includes the members’ age, the years in which they were first elected or appointed, the years when their terms expire, their principal occupation and their membership on other companies’ supervisory boards, other nonexecutive directorships and other positions.

Member

Principal occupation

Supervisory board memberships and other directorships

*

Elected by the employees in Germany; Renate Voigt appointed by the court as employee representative.

Wolfgang Böhr*
Age: 49
First elected: 2008
Term expires: 2013

Chairman of the Combined Staff Council Dusseldorf of Deutsche Bank; Member of the General Staff Council of Deutsche Bank; Member of the Group Staff Council of Deutsche Bank

No memberships or directorships subject to disclosure

Dr. Clemens Börsig
Age: 63
Appointed by the court: 2006
Term expires: 2013

Chairman of the Supervisory Board of Deutsche Bank AG, Frankfurt

Linde AG; Bayer AG; Daimler AG; Emerson Electric Company

Dr. Karl-Gerhard Eick
Age: 58
Appointed by the court: 2004
Term expires: 2013

Management consultant, KGE Asset Management Consulting Ltd., London

CORPUS SIREO Holding GmbH & Co. KG (Chairman)

Katherine Garrett-Cox
Age: 44
First elected: 2011
Term expires: 2016

Chief Executive Officer of Alliance Trust Plc, Dundee

Alliance Trust Savings Ltd. (Non Executive Director); Alliance Trust Asset Management Ltd. (Chief Executive)

Alfred Herling*
Age: 59
First elected: 2008
Term expires: 2013

Chairman of the Combined Staff Council Wuppertal/Sauerland of Deutsche Bank; Chairman of the General Staff Council; Chairman of the Group Staff Council of Deutsche Bank

No memberships or directorships subject to disclosure

Gerd Herzberg*
Age: 61
Appointed by the court: 2006
Term expires: 2013

Deputy Chairman of ver.di Vereinte Dienstleistungsgewerkschaft, Berlin (until October 2011)

Franz Haniel & Cie GmbH (Deputy Chairman); BGAG – Beteiligungsgesellschaft der Gewerkschaften AG; Vattenfall Europe AG (Deputy Chairman)

Prof. Dr. Henning Kagermann
Age: 64
First elected: 2000
Term expires: 2013

President of acatech – German Academy of Science and Engineering, Munich

Münchener Rückversicherungs-Gesellschaft Aktiengesellschaft; Nokia Corporation; Deutsche Post AG; Wipro Technologies; BMW Bayerische Motoren Werke AG

Martina Klee*
Age: 49
First elected: 2008
Term expires: 2013

Chairperson of the Staff Council GTO Eschborn/Frankfurt of Deutsche Bank; Member of the Group and General Staff Council of Deutsche Bank; Member of the European Staff Council

Sterbekasse für die Angestellten der Deutschen Bank VVa.G.

Suzanne Labarge
Age: 65
First elected: 2008
Term expires: 2013

 

Coca-Cola Enterprises Inc.; XL Group Plc (since October 2011)

Maurice Lévy
Age: 69
First elected: 2006
Term expires: 2012

Chairman and Chief Executive Officer, Publicis Groupe S.A., Paris

Publicis Conseil S.A. (Chairman); Medias et Régies Europe S.A.; MMS USA Holdings, Inc.; Zenith Optimedia Group Ltd. (U.K.); Publicis Groupe U.S. Investments LLC; MMS USA Investments, Inc.; MMS USA LLC Investments, Inc.

Henriette Mark*
Age: 54
First elected: 2003
Term expires: 2013

Chairperson of the Combined Staff Council Munich and Southern Bavaria of Deutsche Bank; Member of the Group and General Staff Councils of Deutsche Bank; Chairperson of the European Staff Council

No memberships or directorships subject to disclosure

Gabriele Platscher*
Age: 54
First elected: 2003
Term expires: 2013

Chairperson of the Combined Staff Council Braunschweig/Hildesheim of Deutsche Bank

BVV Versicherungsverein des Bankgewerbes a.G. (Deputy Chairperson); BVV Versorgungskasse des Bankgewerbes e.V. (Deputy Chairperson); BVV Pensionsfonds des Bankgewerbes AG (Deputy Chairperson)

Karin Ruck*
Age: 46
First elected: 2003
Term expires: 2013

Deputy Chairperson of the Supervisory Board of Deutsche Bank AG; Senior Sales Coach in the Region Frankfurt/Hesse-East; Member of the Combined Staff Council Frankfurt branch of Deutsche Bank

BVV Versicherungsverein des Bankgewerbes a.G.; BVV Versorgungskasse des Bankgewerbes e.V.; BVV Pensionsfonds des Bankgewerbes AG

Dr. Theo Siegert
Age: 64
Appointed by the court: 2006
Term expires 2012

Managing Partner of de Haen Carstanjen & Söhne, Dusseldorf

E.ON AG; Merck KGaA; E. Merck OHG (Member of the Shareholders’ Committee); DKSH Holding Ltd. (Member of the Board of Administration); Henkel AG & Co. KGaA

Dr. Johannes Teyssen
Age: 52
First elected: 2008
Term expires: 2013

Chairman of the Management Board of E.ON AG, Dusseldorf

E.ON Energie AG; E.ON Ruhrgas AG; Salzgitter AG

Marlehn Thieme*
Age: 54
First elected: 2008
Term expires: 2013

Director Infrastructure/Regional Management Communications Corporate Citizenship Deutsche Bank AG, Frankfurt

No memberships or directorships subject to disclosure

Tilman Todenhöfer
Age: 68
Appointed by the court: 2001
Term expires: 2013

Managing Partner of Robert Bosch Industrietreuhand KG, Stuttgart

Robert Bosch GmbH; Robert Bosch Internationale Beteiligungen AG (President of the Board of Administration); HOCHTIEF AG (until May 2011)

Stefan Viertel*
Age. 47
First elected: 2008
Term expires: 2013

Senior Sales Manager CIB/GTB Cash Management Financial Institutions, Head of CMFI Austria and Hungary Deutsche Bank AG, Frankfurt

No memberships of directorships subject to disclosure

Renate Voigt*
Age: 57
Appointed by the court: 2011
Term expires: 2013

Chairperson of the Combined Staff Council Stuttgart/Esslingen/Heilbronn of Deutsche Bank

No memberships of directorships subject to disclosure

Werner Wenning
Age: 65
First elected: 2008
Term expires: 2013

Chairman of the Supervisory Board of E.ON AG, Dusseldorf (since May 2011)

E.ON AG; Henkel AG & Co. KGaA (Member of the Shareholders’ Committee); HDI VVa.G.; Talanx AG; Freudenberg & Co. KG (Member of the Shareholders’ Committee) (since June 2011)

Sir Peter Job was a shareholder representative member of the Supervisory Board until the Annual General Meeting on May 26, 2011. He was replaced by Katherine Garrett-Cox. Peter Kazmierczak was an employee representative member of the Supervisory Board until October 25, 2011. After his departure from the bank, he was replaced by Renate Voigt, appointed by the court on November 30, 2011, for the remainder of his term of office.

Dr. Clemens Börsig was a member of the Management Board of Deutsche Bank AG until May 3, 2006. He has stated that he will abstain from voting and from participation in discussions in his function as member of the Supervisory Board and its committees on all questions that relate to his former membership of the Management Board and could create a conflict of interest. In the Supervisory Board meeting on July 25, 2011, Dr. Börsig declared that he will step down from the Supervisory Board with effect from the end of the Annual General Meeting on May 31, 2012.

In accordance with the German Banking Act, members of the Supervisory Board must be reliable and have the expertise required to perform their control function and to assess and supervise the businesses the company operates. While taking these requirements into account in accordance with Section 5.4.1 of the German Corporate Governance Code, on October 2010, the Supervisory Board established the following objectives for its composition, which have also been specified in Section 4 of the Terms of Reference for the Supervisory Board
(see: http://www.deutsche-bank.de/ir/en/content/terms_of_references.htm).

The Supervisory Board of Deutsche Bank AG must be composed in such a way that its members as a group possess the knowledge, ability and expert experience to properly complete its tasks. In particular, the Supervisory Board members should have sufficient time to perform their mandates. The composition of the Supervisory Board should ensure the Supervisory Board’s qualified control of and advice for the Management Board of an internationally operating, broadly positioned bank and should preserve the reputation of Deutsche Bank Group among the public. In this regard, in particular, attention should be placed on the integrity, personality, willingness to perform, professionalism and independence of the individuals proposed for election. The objective is for the Supervisory Board as a group to have all of the knowledge and experience considered to be essential in consideration of the activities of Deutsche Bank Group.

Furthermore, the Supervisory Board shall have an adequate number of independent members and shall not have more than two former members of the Management Board of Deutsche Bank AG. The members of the Supervisory Board may not exercise functions on a management body of or perform advisory duties at major competitors. Important and not just temporary conflicts of interests shall be avoided. Any member of the Supervisory Board who is a member of the management board of a listed stock corporation shall have no more than three supervisory board mandates outside the group of companies controlled by such stock corporation’s dependent companies or mandates in supervisory bodies of companies with similar requirements.

There is a regular maximum age limit of 70. In well-founded, individual cases, a Supervisory Board member may be elected or appointed for a period that extends at the latest until the end of the third Ordinary General Meeting that takes place after he or she has reached the age of 70. This age limit was taken into account in the election proposals to the recent General Meetings and shall also be taken into account for the next Supervisory Board elections or subsequent appointments for Supervisory Board positions that become vacant.

The Supervisory Board respects diversity when proposing members for appointment to the Supervisory Board. In light of the international operations of Deutsche Bank, care should be taken that the Supervisory Board has an appropriate number of members with international experience. Currently, the professional careers and private lives of five members of the Supervisory Board are centered outside Germany. Furthermore, all of the shareholder representatives on the Supervisory Board have several years of international experience from their current or former activities as management board members or CEOs of corporations with international operations. In these two ways, the Supervisory Board believes the international activities of the company are sufficiently taken into account. The objective is to retain the currently existing international profile.

For the election proposals to the General Meeting, the Supervisory Board takes care that there is an appropriate consideration of women. Special importance was already attached to this in the selection process for the last Supervisory Board elections in 2008. In reviewing potential candidates for a new election or subsequent appointments to Supervisory Board positions that have become vacant, qualified women shall be included in the selection process and shall be appropriately considered in the election proposals. On this basis and at the proposal of the Supervisory Board, the General Meeting elected Ms. Garrett-Cox to the Supervisory Board at the General Meeting on May 26, 2011. Since the Supervisory Board elections in 2003, between 25 % and 35 % of the Supervisory Board members have been women. Following the appointment of Ms. Renate Voigt to the Supervisory Board by the Register Court on November 30, 2011, the Supervisory Board now counts eight women among its members, which corresponds to 40 %. We shall strive to maintain this number and, as appropriate, to further increase the number of women among the shareholder representatives. It should be taken into account that the Supervisory Board can only influence the composition of the Supervisory Board through its election proposals to the General Meeting (for information on Deutsche Bank’s various diversity initiatives, please see Employees).

According to Section 5.4.2 of the German Corporate Governance Code, the Supervisory Board determined that it has what it considers to be an adequate number of independent members.

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Deutsche Bank Annual Report 2011

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