Deutsche Bank’s system of internal corporate governance provides the basis for the responsible management and control of the bank, with a focus on sustainable value creation.
Deutsche Bank’s shareholders are one of its key stakeholders. The bank wants to intensify the relationship with its shareholders and encourage strong shareholder participation at Annual General Meetings. 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 vote.
The Management Board is responsible for managing the company, maintaining and enhancing the proper organization of Deutsche Bank Group as well as for exercising control. Its members represent the bank to the public. The Management Board is obliged to abide by the relevant laws and regulations.
Since June 1, 2012, Jürgen Fitschen and Anshu Jain have been Co-Chairmen of the Management Board. The Co-Chairmen represent the Management Board, lead Management Board meetings, have a deciding vote in the event of a tie and jointly coordinate Management Board activities.
The Co-Chairmen lead the Group Executive Committee (GEC), comprising all members of the Management Board and selected senior managers. The GEC performs an advisory and coordinating role and prepares decisions for the Management Board.
The Management Board must perform core management functions. These include the strategic management, the proper organization of the Bank and the Group, certain key business decisions and the appointment of senior management.
The Supervisory Board oversees and advises the Management Board in its management of Deutsche Bank. Major decisions affecting the Bank require Supervisory Board approval. The Supervisory Board appoints the members of the Management Board and creates succession plans for the Management Board. It may specify more extensive information and reporting duties for the Management Board beyond what is required by law. The Supervisory Board reviews the efficiency of its work on a regular basis. In 2014, the Supervisory Board had seven committees: the Chairman’s Committee, Audit Committee, Risk Committee, Nomination Committee, Compensation Control Committee, Mediation Committee and Integrity Committee.
To carry out its tasks, the Supervisory Board takes care to ensure that it has a balanced composition of members and that they collectively possess the required knowledge, ability and expertise. In light of Deutsche Bank’s international activities, the Supervisory Board has an appropriate number of members with longstanding international experience. Furthermore, the Supervisory Board encourages diversity within the company, in particular when appointing members to the Management Board and making proposals for election to the Supervisory Board.