Compliance with the German Corporate Governance Code

Declaration pursuant to Section 161 German Stock Corporation Act (AktG) (Declaration of Conformity 2013)

The Declaration of Conformity pursuant to Section 161 of the Stock Corporation Act, last issued by the Supervisory Board and Management Board on October 30, 2012, was reissued at the meeting of the Supervisory Board on October 29, 2013. The Management Board and Supervisory Board state according to Section 161 of the Stock Corporation Act

  • The last Declaration of Conformity was issued on October 30, 2012, and was adjusted on March 19, 2013. Since October 30, 2012, Deutsche Bank AG complied with the recommendations of the “Government Commission on the Corporate Governance Code” in the code version dated May 15, 2012, published in the Federal Gazette (Bundesanzeiger) on June 15, 2012, although one exception was stated 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, as our approach according to two non-final judgements of the Higher Regional Court (OLG) Frankfurt am Main did not fulfill the recommendation in No. 5.5.3 sentence 1. We consider the requirements of No. 5.5.3 sentence 1 to be limited by the confidentiality obligation pursuant to §93, §116 Stock Corporation Act and therefore, in departure from the Higher Regional Court (OLG) Frankfurt am Main see no basis for expanding the scope of the information. Our view was confirmed by a recent ruling of the Federal Court of Justice (BGH). We therefore see no necessity to state an exception as a precautionary measure on this point in the future.
  • Since the adjustment of the Declaration of Conformity on March 19, 2013, Deutsche Bank AG has complied with the recommendations of the “Government Commission’s German Corporate Governance Code” in the code version dated May 15, 2012, with the following exceptions:
    • Relating to No. 5.5.3 sentence 1, based on the reason stated in 1. above.
    • Relating to No. 7.1.2 sentence 4, due to the ruling on December 18, 2012 of the Frankfurt am Main District Court, as the court of first instance, which declared void the resolution adopted by the General Meeting of Deutsche Bank AG on May 31, 2012 to appoint KPMG Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, Berlin, as the auditor of the annual and consolidated financial statements for the 2012 financial year. In departure from the recommendation, the consolidated financial statements of Deutsche Bank AG were not made publicly accessible within 90 days of the end of the financial year but only after the Extraordinary General Meeting held on April 11, 2013.
  • On May 13, 2013, the “Government Commission on the German Corporate Governance Code” submitted a new version of the Code, which was published in the Federal Gazette (Bundesanzeiger) on June 10, 2013. Deutsche Bank also complied with the new version, as stated in 2. above, with the exception of the revised No. 4.2.3 (3), according to which the Supervisory Board shall, for pension schemes, establish the targeted pension level and take into account the annual and long-term expense resulting therefrom.” For the members of the Management Board of Deutsche Bank, there is a defined contribution plan that does not aim to achieve a specific level of pensions. The Supervisory Board therefore does not establish, with regard to the pension benefits, the targeted level of the pensions.
  • As of today, Deutsche Bank AG complies with the recommendations of the “Government Commission’s German Corporate Governance Code” in the code version dated May 13, 2013, with the following exceptions:
    • Relating to No. 4.2.3 (3), based on the reason stated in 3. above.
    • Relating to No. 5.3.3, due to the CRD 4 Implementation Act of August 28, 2013. This new law stipulates that the Nomination Committee of the Supervisory Board of Deutsche Bank AG must take on additional tasks that should be handled not solely by the shareholder representatives on the Supervisory Board. For this reason, starting today, the Nomination Committee also comprises representatives of the employees. However, it will be ensured that the candidate recommendations for the election proposals to the General Meeting will be made exclusively by the Committee's shareholder representatives.”

Statement on the Suggestions of the German Corporate Governance Code

Deutsche Bank voluntarily complies with the suggestions of the Code in the version dated May 13, 2013, with the following exceptions:

  • The representatives appointed by Deutsche Bank to exercise shareholders’ voting rights can be reached by those attending the General Meeting until just before voting commences. The representatives are reachable by those not attending until 12 noon on the day of the General Meeting using the instruction tool in the Internet (Code No. 2.3.3). In this manner, the risk of any technical disruptions directly before voting takes place can basically be excluded. The broadcast through the Internet also ends at the latest at this time, which means information useful for forming an opinion can no longer be expected after this point by shareholders who only participate through proxies.
  • Our broadcast of the General Meeting through the Internet (Code No. 2.3.4) covers the opening of the General Meeting by the Chairman and the report of the Management Board. The shareholders are thus free to hold their discussions with management unencumbered by a public broadcast to a wide audience.