Commerzbank Aktiengesellschaft - CMVM

14 MANAGEMENT REPORT
Corporate governance
at commerzbank
On February 25, 2002, an independent commission set up by the German government
presented the German Corporate Governance Code for the first time.
It describes key statutory provisions for the management and supervision of
German listed companies and embodies internationally and nationally recognized
standards for good and responsible governance. The Code makes the German
system of corporate governance transparent and understandable. At the
same time, it is designed to promote the trust of international and national
investors, customers, employees and the general public in the management and
supervision of German listed companies.
Responsible corporate governance has always been a high priority at
Commerzbank. That is why we – the Supervisory Board and Board of Managing
Directors – expressly welcome and support the Code as well as the goals and
objectives which it pursues. On February 4, 2003, we issued our annual declaration
of compliance pursuant to Art. 161, German Stock Corporation (Aktiengesetz)
and published it on the internet. In it, we stated that, with one exception,
we have complied with all the recommendations of the Code. The single exception
relates to section 5.3.2., according to which the Audit Committee of the
Supervisory Board should also deal with risk-management issues. We have
entrusted these functions to the Risk Committee, which for years has dealt with
the Bank’s credit and market risks.
Even at the time of publication of the German Corporate Governance Code,
the articles of association of Commerzbank AG as well as the procedural rules
of the Board of Managing Directors and Supervisory Board complied with its
requirements for the most part. To the extent necessary, we have adapted the
articles of association of Commerzbank AG and also the procedural rules for the
Board of Managing Directors and the Supervisory Board to the regulations of the
Corporate Governance Code. The changes in the articles of association were
resolved by the AGM on May 30, 2003.
German Corporate Governance Code as amended in July 2003
In July 2003, a partly revised version of the German Corporate Governance Code
was published in the Federal Gazette (Bundesanzeiger). We subsequently examined
our own code and updated our declaration of compliance on November 11,
2003. Overall, we deviate from three of the Code’s recommendations. In addition
to the already existing deviation from section 5.3.2, two new ones have arisen
through the amendments to the German Corporate Governance Code: