SEC Form 20-F - Deutsche Bank Annual Report 2012

Deutsche Bank Item 16A: Audit Committee Financial Expert 193
Annual Report 2010 on Form 20-F
Change in Internal Control over Financial Reporting
Effective December 3, 2010, Postbank became a consolidated subsidiary of ours. As a result, our processes
and systems for internal control over financial reporting will be expanded to encompass such activities in Postbank.
Otherwise, there was no change in our internal control over financial reporting identified in connection
with the evaluation referred to above that occurred during the year ended December 31, 2010 that has materially
affected, or is reasonably likely to materially affect, our internal control over financial reporting.
A control system, no matter how well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. As such, disclosure controls and procedures or
systems for internal control over financial reporting may not prevent all error and all fraud. Further, the design
of a control system must reflect the fact that there are resource constraints, and the benefits of controls must
be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of
controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company
have been detected. These inherent limitations include the realities that judgments in decision-making can
be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be
circumvented by the individual acts of some persons, by collusion of two or more people, or by management
override of the control. The design of any system of controls also is based in part upon certain assumptions
about the likelihood of future events, and any design may not succeed in achieving its stated goals under all
potential future conditions; over time, control may become inadequate because of changes in conditions, or the
degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a
cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Item 16A: Audit Committee Financial Expert
Our Supervisory Board has determined that Dr. Clemens Börsig and Dr. Karl-Gerhard Eick, who are members
of its Audit Committee, are “audit committee financial experts”, as such term is defined by the regulations of the
Securities and Exchange Commission issued pursuant to Section 407 of the Sarbanes-Oxley Act of 2002. For
a description of their experience, please see “Item 6: Directors, Senior Management and Employees – Directors
and Senior Management – Supervisory Board.” The audit committee financial experts mentioned above are
“independent” as such term is defined in Rule 10A-3 of the Securities Exchange Act of 1934. As a foreign private
issuer of common shares listed on the New York Stock Exchange, we are subject to the requirements of this
definition.
The German Stock Corporation Act requires for German stock corporations listed in the European Economic
Area like us that at least one member of their Supervisory Board is an independent financial expert and, where
the Supervisory Board has formed an Audit Committee, that at least one member of the Audit Committee is an
independent financial expert. Though this requirement does not apply as long as all members of the Supervisory
Board and of the Audit Committee have been appointed before May 29, 2009, our Supervisory Board has
determined that Dr. Börsig and Dr. Eick are “independent financial experts”, as such term is defined in Sections
100 (5) and 107 (4) of the German Stock Corporation Act.