SEC Form 20-F - Deutsche Bank Annual Report 2012

Deutsche Bank Item 16G: Corporate Goverance 200
Annual Report 2010 on Form 20-F
This two-tier board system contrasts with the unitary board of directors envisaged by the relevant laws of all
U.S. states and the New York Stock Exchange listing standards.
The Group Executive Committee of Deutsche Bank is a body that is not based on the Stock Corporation Act.
It has been created by the Management Board under its terms of reference and serves as a tool to coordinate
the group divisions and regional management with the Management Board. It comprises the members of the
Management Board and senior representatives from the business divisions within our client-facing group divisions
and from the management of our regions appointed by the Management Board. It reviews the development of
the businesses, discusses matters of group strategy and prepares recommendations for decision by the
Management Board. Functional committees assist the Management Board in executing cross divisional strategic
management, resource allocation, control and risk management.
Companies which have securities listed on a stock exchange in Germany must report each year on the company’s
corporate governance in their annual report to shareholders.
The Recommendations of the Code. The Code was issued in 2002 by a commission composed of German
corporate governance experts appointed by the German Federal Ministry of Justice in 2001. The Code was
last amended in May 2010 and, as a general rule, will be reviewed annually and amended if necessary to reflect
international corporate governance developments. The Code describes and summarizes the basic mandatory
statutory corporate governance principles found in the provisions of German law. In addition, it contains supplemental
recommendations and suggestions for standards on responsible corporate governance intended to
reflect generally accepted best practice.
The Code addresses six core areas of corporate governance. These are (1) shareholders and shareholders’
meetings, (2) the cooperation between the Management Board and the Supervisory Board, (3) the Management
Board, (4) the Supervisory Board, (5) transparency and (6) financial reporting and audits.
The Code contains three types of provisions. First, the Code describes and summarizes the existing statutory,
i.e., legally binding, corporate governance framework set forth in the Stock Corporation Act and in other German
laws. Those laws – and not the incomplete and abbreviated summaries of them reflected in the Code – must
be complied with. The second type of provisions are recommendations. While these are not legally binding,
Section 161 of the Stock Corporation Act requires that any German exchange-listed company declares annually
that the recommendations of the Code have been adopted by it or which recommendations have not been
adopted. The third type of Code provisions comprises suggestions which companies may choose not to adopt
without disclosure. The Code contains a significant number of such suggestions, covering almost all of the core
areas of corporate governance it addresses.
In their last Declaration of Conformity of October 27, 2010 the Management Board and the Supervisory Board
of Deutsche Bank stated that they will act in conformity with the recommendations of the Code. The Declaration
of Conformity and the amendments are available on Deutsche Bank’s internet website at
http://www.deutschebank.com/corporate-governance.
Supervisory Board Committees. The Supervisory Board may form committees. The Co-Determination Act
requires that the Supervisory Board forms a mediation committee to propose candidates for the Management
Board in the event that the two-thirds majority of the members of the Supervisory Board needed to appoint
members of the Management Board is not met.