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SEC Form 20-F - Deutsche Bank Annual Report 2012

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<strong>Deutsche</strong> <strong>Bank</strong> Item 15: Controls and Procedures 191<br />

<strong>Annual</strong> <strong>Report</strong> <strong>20</strong>10 on <strong>Form</strong> <strong>20</strong>-F<br />

Item 15: Controls and Procedures<br />

Disclosure Controls and Procedures<br />

An evaluation was carried out under the supervision and with the participation of our management, including<br />

our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our<br />

disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934)<br />

as of December 31, <strong>20</strong>10. There are, as described below, inherent limitations to the effectiveness of any control<br />

system, including disclosure controls and procedures. Accordingly, even effective disclosure controls and procedures<br />

can provide only reasonable assurance of achieving their control objectives. Based upon such evaluation,<br />

our Chief Executive Officer and Chief Financial Officer concluded that the design and operation of our disclosure<br />

controls and procedures were effective as of December 31, <strong>20</strong>10.<br />

Management’s <strong>Annual</strong> <strong>Report</strong> on Internal Control over Financial <strong>Report</strong>ing<br />

Management of <strong>Deutsche</strong> <strong>Bank</strong> Aktiengesellschaft, together with its consolidated subsidiaries, is responsible<br />

for establishing and maintaining adequate internal control over financial reporting. Our internal control over<br />

financial reporting is a process designed under the supervision of the our principal executive officer and our<br />

principal financial officer to provide reasonable assurance regarding the reliability of financial reporting and the<br />

preparation of the firm’s financial statements for external reporting purposes in accordance with International<br />

Financial <strong>Report</strong>ing Standards. As of December 31, <strong>20</strong>10, management conducted an assessment of the effectiveness<br />

of our internal control over financial reporting based on the framework established in Internal Control<br />

– Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission<br />

(COSO). This assessment of the effectiveness of internal control over financial reporting as of December 31,<br />

<strong>20</strong>10 excludes internal controls relating to <strong>Deutsche</strong> Postbank AG (“Postbank”), which was initially consolidated<br />

on December 3, <strong>20</strong>10. Of our € 1,905.6 billion in total assets as of December 31, <strong>20</strong>10, € 214.4 billion were<br />

attributable to the consolidated Postbank, and, following consolidation on December 3, <strong>20</strong>10, Postbank contributed<br />

net revenues and net income of € 423 million and € 62 million, respectively, to our income statement.<br />

Based on the assessment performed, management has determined that our internal control over financial<br />

reporting as of December 31, <strong>20</strong>10 was effective based on the COSO framework.<br />

KPMG AG Wirtschaftsprüfungsgesellschaft, the registered public accounting firm that audited the financial<br />

statements included in this document, has issued an attestation report on our internal control over financial<br />

reporting, which attestation report is set forth below.<br />

<strong>Report</strong> of Independent Registered Public Accounting Firm<br />

To the Supervisory Board of<br />

<strong>Deutsche</strong> <strong>Bank</strong> Aktiengesellschaft:<br />

We have audited <strong>Deutsche</strong> <strong>Bank</strong> Aktiengesellschaft and subsidiaries’ (the “Company” or “<strong>Deutsche</strong> <strong>Bank</strong>”) internal<br />

control over financial reporting as of December 31, <strong>20</strong>10, based on criteria established in Internal Control –<br />

Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission<br />

(COSO). The Company’s management is responsible for maintaining effective internal control over financial<br />

reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the<br />

accompanying ‘Management’s <strong>Annual</strong> <strong>Report</strong> on Internal Control over Financial <strong>Report</strong>ing’. Our responsibility is<br />

to express an opinion on the Company’s internal control over financial reporting based on our audit.

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