SEC Form 20-F - Deutsche Bank Annual Report 2012

Deutsche Bank Item 16D: Exemptions from the Listing Standards for Audit Committees 196
Annual Report 2010 on Form 20-F
Additionally, United States law and regulations permit the pre-approval requirement to be waived with respect
to engagements for non-audit services aggregating no more than five percent of the total amount of revenues
we paid to our principal accountant, if such engagements were not recognized by us at the time of engagement
and were promptly brought to the attention of our Audit Committee or a designated member thereof and approved
prior to the completion of the audit. In each of 2009 and 2010, the percentage of the total amount of revenue
we paid to our principal accountant represented by non-audit services in each category that were subject to
such a waiver was less than 5 %.
Item 16D: Exemptions from the Listing Standards for Audit
Committees
Our common shares are listed on the New York Stock Exchange, the corporate governance rules of which
require a foreign private issuer such as us to have an audit committee that satisfies the requirements of Rule
10A-3 under the U.S. Securities Exchange Act of 1934. These requirements include a requirement that the
audit committee be composed of members that are “independent” of the issuer, as defined in the Rule, subject
to certain exemptions, including an exemption for employees who are not executive officers of the issuer if the
employees are elected or named to the board of directors or audit committee pursuant to the issuer’s governing
law or documents, an employee collective bargaining or similar agreement or other home country legal or
listing requirements. 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 us, and
that employees in Germany elect the other half. Employee-elected members are typically themselves employees
or representatives of labor unions representing employees. Pursuant to law and practice, committees of the
Supervisory Board are typically composed of both shareholder- and employee-elected members. Of the current
members of our Audit Committee, three – Henriette Mark, Karin Ruck and Marlehn Thieme – are current
employees of Deutsche Bank who have been elected as Supervisory Board members by the employees.
None of them is an executive officer. Accordingly, their service on the Audit Committee is permissible pursuant
to the exemption from the independence requirements provided for by paragraph (b)(1)(iv)(C) of the Rule. We
do not believe the reliance on such exemption would materially adversely affect the ability of the Audit Committee
to act independently and to satisfy the other requirements of the Rule.