entire - Deutsche Bank Annual Report 2012

Deutsche Bank
Annual Review 2010
Report of the Supervisory Board
It checked in detail to what extent our internal control systems are in accordance
with the requirements of the Sarbanes-Oxley Act. The Committee assured itself of
the eff ectiveness of the system of internal controls, risk management and internal
audit and monitored the fi nancial reporting and accounting process. When necessary,
resolutions were passed or recommendations were issued for the Supervisory
Board’s approval. The Audit Committee had reports submitted to it regularly on the
engagement of accounting fi rms, including the auditor, with non-audit-related tasks,
on the work of internal audit, on issues relating to compliance, on legal and reputational
risks as well as on special investigations and signifi cant fi ndings of regulatory
authorities. Internal Audit’s plan for the year was noted with approval. The Audit
Committee did not receive any complaints in connection with accounting, internal
accounting controls and auditing matters. At the last meeting of the year, the Committee
obtained information from the Management Board and the auditor on key
topics in planning for the Annual Financial Statements for 2010. These included,
above all, the initial consolidation of Deutsche Postbank AG, Sal. Oppenheim and
the business units acquired from ABN AMRO Bank in the Netherlands, the measures
to prepare for the audit of the Annual Financial Statements and the areas of
audit focus pursuant to Section 30 of the German Banking Act ( KWG ). Furthermore,
it received reports on the replacement of IAS 39 and the introduction of IFRS 9 for
fi nancial instruments, as well as on steps taken and further plans for in the complexity
reduction program.
The Nomination Committee held two informal meetings relating to succession issues
on the Supervisory Board.
Meetings of the Mediation Committee, established pursuant to the provisions of
Germany’s Co-Determination Act (MitbestG), were not necessary in 2010.
The committee chairmen reported regularly to the Supervisory Board on the work
of the committees.
In 2010, all Supervisory Board members participated in the meeting of Supervisory Board
and their respective committees with only few exceptions (average atten dance: 95 % ).
Corporate Governance
Implementation of the new recommendations of the German Corporate Governance
Code was discussed at the Supervisory Board and Chairman’s Committee meetings
in July 2010. The Supervisory Board resolved to implement all of the new recommendations
of the Code and accordingly amended the terms of reference for the Supervisory
Board, Chairman’s Committee, Nomination Committee and Management Board
as necessary.
In addition, the Chairman’s Committee and Supervisory Board addressed the implementation
of the new regulations on Management Board compensation at several
meetings. For the review of the structure of the Management Board’s compensation
system and of the appropriateness of the variable compensation for the 2010 fi nancial
year, the Supervisory Board resolved to engage an independent legal advisor and a
compensation consultant.
Furthermore, at the meeting in October 2010, based on a proposal by the Chairman’s
Committee and in accordance with No. 5.4.1 of the German Corporate Governance
Code, we determined the objectives for the composition of the Supervisory Board.
See pages 375 ff . of the Corporate Governance Report in the Financial Report 2010.
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