SEC Form 20-F - Deutsche Bank Annual Report 2012

Deutsche Bank
Annual Report 2010 on Form 20-F
Item 6: Directors, Senior Management and Employees 90
With respect to voting powers, a member of the Supervisory Board or the Management Board may not vote on
resolutions open to a vote at a board meeting if the proposed resolution concerns:
— a legal transaction between us and the member; or
— commencement, settlement or completion of legal proceedings between us and the member.
A member of the Supervisory Board or the Management Board may not directly or indirectly exercise voting
rights on resolutions open to a vote at a shareholders’ meeting (Hauptversammlung, referred to as the Annual
General Meeting) if the proposed resolution concerns:
— ratification of the member’s acts;
— a discharge of liability of the member; or
— enforcement of a claim against the member by us.
Supervisory Board and Management Board
In carrying out their duties, members of both the Management Board and Supervisory Board must exercise the
standard of care of a prudent and diligent business person, and they are liable to us for damages if they fail to
do so. Both boards are required to take into account a broad range of considerations in their decisions, including
our interests and those of our shareholders, employees and creditors. The Management Board is required to
ensure that shareholders are treated on an equal basis and receive equal information. The Management Board
is also required to ensure appropriate risk management within our operations and to establish an internal monitoring
system.
As a general rule under German law, a shareholder has no direct recourse against the members of the Management
Board or the Supervisory Board in the event that they are believed to have breached a duty to us. Apart
from insolvency or other special circumstances, only we have the right to claim damages from members of
either board. We may waive this right or settle these claims only if at least three years have passed since the
alleged breach and if the shareholders approve the waiver or settlement at the General Meeting with a simple
majority of the votes cast, and provided that opposing shareholders do not hold, in the aggregate, one tenth or
more of our share capital and do not have their opposition formally noted in the minutes maintained by a German
notary.
Supervisory Board
Our Articles of Association require our Supervisory Board to have twenty members. In the event that the number
of members on our Supervisory Board falls below twenty, the Supervisory Board maintains its authority to pass
resolutions so long as at least ten members participate in the passing of a resolution, either in person or by
submitting their votes in writing. If the number of members remains below twenty for more than three months or
falls below ten, upon application to a competent court, the court must appoint replacement members to serve
on the board until official appointments are made.
The German Co-Determination Act of 1976 (Mitbestimmungsgesetz) requires that the shareholders elect half
of the members of the supervisory board of large German companies, such as Deutsche Bank, and that employees
in Germany elect the other half. None of the current members of either of our boards were selected
pursuant to any arrangement or understandings with major shareholders, customers or others.