SEC Form 20-F - Deutsche Bank Annual Report 2012

Deutsche Bank Item 16G: Corporate Governance 201
Annual Report 2010 on Form 20-F
The Stock Corporation Act specifically mentions the possibility to establish an “audit committee” to handle
issues of accounting and risk management, compliance, auditor independence, the engagement and compensation
of outside auditors appointed by the shareholders’ meeting and the determination of auditing focal points.
The Code recommends establishing such an “audit committee”. Since 2007 the Code also recommends establishing
a “nomination committee” comprised only of shareholder elected Supervisory Board members to prepare
the Supervisory Board’s proposals for the election or appointment of new shareholder representatives to the
Supervisory Board. The Code also includes suggestions on the subjects that may be handled by Supervisory
Board committees, including corporate strategy, compensation of the members of the Management Board,
investments and financing. Under the Stock Corporation Act, any Supervisory Board committee must regularly
report to the Supervisory Board.
The Supervisory Board of Deutsche Bank has established a Chairman’s Committee (Präsidialausschuss) which
is responsible for deciding the terms of the service contracts and other contractual arrangements with the members
of the Management Board, a Nomination Committee (Nominierungsausschuss), an Audit Committee (Prüfungsausschuss),
a Risk Committee (Risikoausschuss) and the required Mediation Committee (Vermittlungsausschuss).
The functions of a nominating/corporate governance committee and of a compensation committee required by
the NYSE Manual for U.S. companies listed on the NYSE are therefore performed by the Supervisory Board or
one of its committees, in particular the Chairman’s Committee and the Mediation Committee.
Independent Board Members. The NYSE Manual requires that a majority of the members of the board of directors
of a NYSE listed U.S. company and each member of its nominating/corporate governance, compensation and
audit committees be “independent” according to strict criteria and that the board of directors determines that
such member has no material direct or indirect relationship with the company.
As a foreign private issuer, Deutsche Bank is not subject to these requirements. However, its audit committee
must meet the more lenient independence requirement of Rule 10A-3 under the Securities Exchange Act of
1934. German corporate law does not require an affirmative independence determination, meaning that the
Supervisory Board need not make affirmative findings that audit committee members are independent. However,
the Stock Corporation Act requires that at least one member of the supervisory board or, if an audit committee
is established, such audit committee, must be independent and have expertise in accounting and audit
matters, unless all members have been appointed before May 29, 2009. Moreover, both the Stock Corporation
Act and the Code contain several rules, recommendations and suggestions to ensure the Supervisory Board’s
independent advice to, and supervision of, the Management Board. As noted above, no member of the Management
Board may serve on the Supervisory Board (and vice versa). Supervisory Board members will not be
bound by directions or instructions from third parties. Any advisory, service or similar contract between a member
of the Supervisory Board and the company is subject to the Supervisory Board’s approval. A similar requirement
applies to loans granted by the company to a Supervisory Board member or other persons, such as certain
members of a Supervisory Board member’s family. In addition, the Stock Corporation Act prohibits a person
who within the last two years were a member of the management board to become a member of the supervisory
board of the same company unless he or she is elected upon the proposal of shareholders holding more than
25 % of the voting rights of the company.