entire - Deutsche Bank Annual Report 2012

Deutsche Bank
Annual Review 2010
01 – Deutsche Bank Group
Corporate Governance
Corporate Governance
The foundation for long-term success
Eff ective corporate governance in accordance with high international standards is a
matter of course for us. The essential framework for this is provided, fi rst and foremost,
by the German Stock Corporation Act and the German Corporate Governance
Code. As our share is also listed on the New York Stock Exchange, we are also subject
to the relevant U.S. capital market laws as well as the rules of the Securities and
Exchange Commission ( SEC ) and New York Stock Exchange.
Our system of corporate governance provides the basis for the responsible management
and control of Deutsche Bank, with a focus on sustainable value creation. It has
four key elements: good relations with shareholders, eff ective cooperation between
the Management Board and Supervisory Board, a performance-based compensation
system with a sustainable and long-term focus, as well as transparent and timely
reporting.
Shareholders
As required by law, our shareholders participate in decisions of material importance
to the bank, including amendments to the Articles of Association, the appropriation
of profi t, the authorization to issue new shares and important structural changes.
Deutsche Bank has only one class of shares, with each share carrying one voting right.
To make it easier for our shareholders to exercise their voting rights, we off er absentee
voting and support the use of electronic media for the Annual General Meeting.
For example, shareholders can issue authorizations and voting instructions to Deutsche
Bank’s proxies through the internet.
Management Board
The Management Board is responsible for managing the company and exercises control
over Deutsche Bank Group companies. It ensures compliance with all provisions
of law and company internal policies. In appointing people to management functions
in the company, the Management Board takes diversity into account. The members
of the Management Board together with the heads of the bank’s core businesses
who are not members of the Management Board as well as the head of Deutsche
Bank Americas and the head of Deutsche Bank Asia Pacifi c (ex Japan) form the Group
Executive Committee ( GEC ). This committee analyzes the development of the business
divisions, discusses matters of Group strategy and prepares recommendations
for decisions taken by the Management Board.
Supervisory Board
The Supervisory Board oversees and advises the Management Board in its management
of the business. Major decisions aff ecting the bank require Supervisory Board
approval. It specifi es the information and reporting duties of the Management Board,
appoints the members of the Management Board, and draws up long-term plans
for their succession together with the Management Board. The Supervisory Board
reviews the effi ciency of its work annually. In addition to the Mediation Committee
required by law, the Supervisory Board has established a Chairman’s Committee,
Audit Committee, Risk Committee and Nomination Committee.
To carry out its tasks, the Supervisory Board takes care to ensure a balanced composition
and that its members possess the required knowledge, ability and expertise.
Furthermore, the Supervisory Board respects diversity in the company, in particular
when appointing members to the Management Board and making proposals for the
election of the Supervisory Board. In light of the bank’s international activities, the
Supervisory Board has an appropriate number of members with long-term international
experience. The Supervisory Board also has a suffi cient number of independent
members.
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