entire - Deutsche Bank Annual Report 2012

Deutsche Bank Report of the Supervisory Board 45
Financial Report 2010
structure, the governance of GTO and ongoing challenges facing the banking sector. Mr. Krause presented the
strategic and financial objectives of the complexity reduction program as well as a progress report on the integration
of Sal. Oppenheim and the commercial banking activities taken over from ABN AMRO Bank in the
Netherlands. In addition, we approved the Management Board resolution to raise our participation in Hua Xia
Bank in China to 19.99 % within the framework of its capital increase as well as the proposal submitted by
the Chairman’s Committee regarding the termination of Mr. Cohrs’s service agreement.
At an extraordinary meeting on September 12, 2010, based on the recommendation of the Chairman’s Committee,
we consented to the Management Board resolutions taken on the same day to submit a public takeover
offer to the shareholders of Deutsche Postbank AG and to increase the share capital of the bank.
At the last meeting of the year on October 27, 2010, we were informed of the development of business in the
third quarter and of the status of the takeover offer submitted to shareholders of Deutsche Postbank AG. Together
with the Management Board, we discussed in detail the bank’s further strategic development along with the
corresponding targets and planned measures. Mr. Lamberti presented to us the Deutsche Bank Human
Resources Report. Furthermore, changes to the Terms of Reference for the Management Board, including the
Business Allocation Plan, and to the Terms of Reference for the Audit Committee, based on the Minimum
Requirements for the Compliance Function were discussed and approved. Finally, we determined the objectives
for the composition of the Supervisory Board.
The Committees of the Supervisory Board
The Chairman’s Committee met ten times during the reporting period. In addition, two telephone conferences
took place. Between the meetings, the Chairman of the Chairman’s Committee spoke with the Committee
members regularly about issues of major importance. The Committee examined, in particular, the new statutory
and regulatory requirements for Management Board compensation and their implementation, the preparations
for determining the variable compensation for the 2009 financial year, issues of succession planning and the
termination of the Management Board appointment of Mr. Cohrs. Discussions also focussed on the amendments
required to the terms of reference for the Management Board and the Supervisory Board and its committees as
well as changes to the Management Board’s Business Allocation Plan. In addition, the Chairman’s Committee
prepared resolutions for the Supervisory Board and gave its approval to Management Board members for their
ancillary activities or to accept directorships at other companies. Furthermore, based on the authorization of
the Supervisory Board, it approved the final structure of the bank’s capital increase. Finally, it handled the
implementation of the new recommendations and suggestions of the German Corporate Governance Code.
At its six meetings, the Risk Committee discussed the bank’s exposures subject to mandatory approval under
German law and the Articles of Association. Where necessary, the Risk Committee gave its approval. Apart
from credit, liquidity, country, market and operational risks, the Committee also addressed legal and reputational
risks. The Committee’s discussions extensively covered the bank’s risk position along with the developments
of the sovereign debt crisis in Europe and their impacts on the bank. In addition to the development of
risks relating to leveraged finance, commercial real estate finance and monoline insurers, the Committee discussed
in detail the effects of the new regulatory rules on the bank and its risk position. Furthermore, the
Committee focussed on the risk absorption capacity, i.e. the ratio between available and required capital
(reporting in accordance with ICAAP) including a comparison of the economic risks to the risk coverage potential
and its consistent incorporation in risk management, and on the development of the bank’s refinancing