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 Chairman’s Committee, the Supervisory Board determines the total 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 Co-Chairmen of the Management Board, and consults with them on strategy, the development of business and risk management. The Supervisory Board Chairman is informed by the Co-Chairmen 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. The current version is available on the Deutsche Bank website
(www.deutsche-bank.com/corporate-governance).

The members representing our shareholders were elected at the Annual General Meeting on May 29, 2008, except for Ms. Garrett-Cox, who was elected at the Annual General Meeting on May 26, 2011, and Dr. Achleitner, Mr. Löscher and Professor Dr. Trützschler, who were elected at the Annual General Meeting on May 31, 2012. The members elected by employees in Germany were elected on May 8, 2008.

The following table shows information on the current members of our Supervisory Board. The information includes the years in which the members were born, 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.

Dr. Paul Achleitner
Year of birth: 1956
First elected: 2012
Term expires:2017

Chairman of the Supervisory Board of Deutsche Bank AG, Frankfurt

Bayer AG; Daimler AG; RWE AG (until April 18, 2013); Henkel AG & Co. KGaA; (member of the Shareholders’ Committee)

Wolfgang Böhr*
Year of birth: 1963
First elected: 2008
Term expires: 2013

Chairman of the Combined Staff Council Düsseldorf of Deutsche Bank; member of the General Staff Council of Deutsche Bank; member of the Group Staff Council of Deutsche Bank

Deutscher Bankangestellten Verband (DBV) (Chairman of the Association Council) (since July 2012)

Dr. Karl-Gerhard Eick
Year of birth: 1954
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
Year of birth: 1967
First elected: 2011
Term expires: 2016

Chief Executive Officer of Alliance Trust Plc, Dundee

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

Alfred Herling*
Year of birth: 1952
First elected: 2008
Term expires: 2013

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

No memberships or directorships subject to disclosure

Prof. Dr. Henning Kagermann
Year of birth: 1947
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; Franz Haniel & Cie. GmbH (since November 2012)

Martina Klee*
Year of birth: 1962
First elected: 2008
Term expires: 2013

Chairperson of the Staff Council GTO Eschborn/Frankfurt of Deutsche Bank; member of the General Staff Council of Deutsche Bank; member of the Group Staff Council of Deutsche Bank: member of the European Staff Council

Sterbekasse für die Angestellten der Deutschen Bank VVa.G.

Suzanne Labarge
Year of birth: 1946
First elected: 2008
Term expires: 2013

 

Coca-Cola Enterprises Inc.; XL Group Plc

Peter Löscher
Year of birth: 1957
First elected: 2012
Term expires: 2017

Chairman of the Management Board of Siemens AG, Munich

Münchener Rückversicherungs-Gesellschaft Aktiengesellschaft, Thyssen-Bornemisza Group Limited

Henriette Mark*
Year of birth: 1957
First elected: 2003
Term expires: 2013

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

No memberships or directorships subject to disclosure

Gabriele Platscher*
Year of birth: 1957
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*
Year of birth: 1965
First elected: 2003
Term expires: 2013

Deputy Chairperson of the Supervisory Board of Deutsche Bank AG; Senior Advisor Regional Transformation Region Frankfurt/Hesse-East, Deutsche Bank AG; 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

Rudolf Stockem*
Year of birth: 1956
Promoted to the post as Alternate Member: 2012
Term expires: 2013

Trade Union Secretary to ver.di Vereinte Dienstleistungsgesellschaft, Berlin

Generali Holding Deutschland AG, Deutsche Bank Privat- und Geschäftskunden AG

Dr. Johannes Teyssen
Year of birth: 1959
First elected: 2008
Term expires: 2013

Chairman of the Management Board of E.ON SE, Düsseldorf

E.ON Energie AG (until June 2012); E.ON Ruhrgas AG (until August 2012); Salzgitter AG

Marlehn Thieme*
Year of birth: 1957
First elected: 2008
Term expires: 2013

Director Infrastructure/Regional Management Communications Corporate Citizenship Deutsche Bank AG

No memberships or directorships subject to disclosure

Tilman Todenhöfer
Year of birth: 1943
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)

Professor Dr. Klaus Rüdiger Trützschler
Year of birth: 1948
First elected: 2012
Term expires: 2017

 

Bilfinger SE (until June 30,2013); Sartorius AG; TAKKT AG (Chairman until January 31, 2013; Deputy Chairman since February 1, 2013); Wuppermann AG (Chairman); Zwiesel Kristallglas AG (Chairman); Wilhelm Werhahn KG

Stefan Viertel*
Year of birth: 1964
First elected: 2008
Term expires: 2013

Head of Cash Management Financial Institutions Austria and Hungary, Senior Sales Manager Deutsche Bank AG

No memberships of directorships subject to disclosure

Renate Voigt*
Year of birth: 1954
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
Year of birth: 1946
First elected: 2008
Term expires: 2013

Chairman of the Supervisory Board of E.ON SE, Düsseldorf
Chairman of the Supervisory Board of Bayer AG (since October 1, 2012), Leverkusen

Henkel AG & Co. KGaA (member of the Shareholders’ Committee); HDI VVa.G.; Talanx AG; Freudenberg & Co. KG (member of the Shareholders’ Committee); Siemens AG (since January 23, 2013)

Dr. Clemens Börsig, Maurice Lévy and Dr. Theo Siegert were shareholder representative members of the Supervisory Board until the conclusion of the Annual General Meeting on May 31, 2012. They were replaced by Dr. Paul Achleitner, Peter Löscher and Professor Dr. Klaus Rüdiger Trützschler. Gerd Herzberg was an employee representative member of the Supervisory Board until May 31, 2012 and was subsequently replaced by substitute member Rudolf Stockem for the remainder of the term of office.

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, the Supervisory Board established the following objectives for its composition in October 2010 and amended them in October 2012 and march 2013 based on the updated version of the Code published on May 15, 2012. These objectives have also been incorporated into Section 4 of the Terms of Reference for the Supervisory Board (see: www.deutsche-bank.de/corporate-governance).

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. Under the premise that the performance of the Supervisory Board mandate in itself by the representatives of the employees cannot be reason to doubt fulfillment of the independence criteria according to Section No. 5.4.2, the Supervisory Board shall have a total of at least sixteen members that are independent within the meaning of the Code. In any event, the Supervisory Board shall be composed such that the number of independent members, within the meaning of Code 5.4.2, among the shareholder representatives will be at least six. 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 that have 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 fourth 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 long-term international experience. Currently, the professional careers and private lives of four 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. In accordance with the fixed targets, and at the proposal of the Supervisory Board, the General Meeting elected Ms. Garrett-Cox to the Supervisory Board at the General Meeting in 2011. Since the Supervisory Board elections in 2003, between 25 % and 40 % of the Supervisory Board members have been women. The Supervisory Board currently 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 the Annual Review 2012, which is available at www.deutsche-bank.com/ir/en/content/reports_2012.htm, and Deutsche Bank’s Career Portal on the Internet at www.db.com/careers/index_e.html).

In accordance with 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.

Some members of the Supervisory Board are, or were last year, in high-ranking positions at other companies that Deutsche Bank has business relations with. Business transactions with these companies are conducted under the same conditions as those between unrelated third parties. These transactions, in our opinion, do not affect the independence of the members of the Supervisory Board involved.