Corporate Governance

High standards in corporate governance


Effective corporate governance in accordance with high international standards is very important to 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.

Shareholders

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 share, 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.

Management Board

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 senior representatives from the regions and corporate divisions as well as certain infrastructure functions, form the Group Executive Committee (GEC). This committee serves to coordinate our businesses and regions.

Supervisory 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 on a regular basis. 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 that it has a balanced composition and that together 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 Deutsche 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.

Compensation

Key criteria for the structure of our Management Board members’ compensation are its appropriateness and focus on sustainable development, linked to the objective of preventing any negative incentives. Factors for determining the level of variable compensation include not only the bank’s overall results, but also risk aspects of the business, the relevant organizational unit’s contribution to performance as well as the personal contribution to performance. Performance-related variable compensation components are determined using a multiple-year assessment primarily based on the achievement of a return on equity target and on the bank’s total shareholder return compared to the corresponding average figure for a selected peer group. The variable compensation is mainly granted on a deferred basis and is subject to certain forfeiture conditions. At least 50 % of the total variable compensation is equity-based and thus linked to the long-term development in Deutsche Bank’s results.

The Supervisory Board members’ compensation comprises fixed and variable components. In accordance with the Articles of Association, a variable compensation component is paid if specified targets related to the dividend and the three-year average earnings per share are reached. The chair and the deputy chair of the Supervisory Board as well as the chair and members of the Supervisory Board committees, with the exception of the Nomination Committee, receive additional compensation.

The individual compensation of the members of the Management Board and the Supervisory Board as well as the structure of our compensation system are published in the Compensation Report.

Financial reporting

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 30, 2012, the Management Board and Supervisory Board published the annual Declaration of Conformity pursuant to section 161 of the German Stock Corporation Act. This states that Deutsche Bank AG acts in conformity with the recommendations of the German Corporate Governance Code in the version dated May 15, 2012, although one exception is specified as a precautionary measure regarding No. 5.5.3 sentence 1, which addresses the disclosure of conflicts of interest in the report of the Supervisory Board to the General Meeting.

Our detailed Corporate Governance Report, along with the Corporate Governance Statement for 2012 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 internet at www.deutsche-bank.de/corporate-governance.

We continuously check our system of corporate governance in light of new events, statutory requirements and domestic and international standards, and make the appropriate adjustments.