Commerzbank Aktiengesellschaft - CMVM

16 MANAGEMENT REPORT
Section 3.6 of the German Corporate Governance Code suggests that separate
meetings to prepare Supervisory Board meetings should be held regularly
for the representatives of the shareholders and the employees. We arrange such
preparatory meetings only if the need arises.
Section 5.3.2 suggests that the chairman of the Audit Committee should not
be a former member of the Board of Managing Directors. We have not adopted
this suggestion as we are interested especially here in the expertise of the person
in question.
The suggestion contained in section 5.4.4 that the members of the Supervisory
Board should be elected at different dates and for different periods of
office is not compatible with the German system of co-determination. Employee
representatives, namely, have to be elected at the same time for five years. The
suggestion could only be applied, therefore, in the case of shareholder representatives
and would lead to unequal treatment.
Last but not least, the German Corporate Governance Code suggests that
the variable compensation of Supervisory Board members should be linked
to the long-term performance of an enterprise. At Commerzbank, variable compensation
is bound up with the dividend payment. We consider this to be a
transparent and readily understandable system.
Board of Managing Directors
The Board of Managing Directors is responsible for the independent management
of the Company. In this function, it has to act in the Company’s best interests
and is committed to increasing the sustainable value of the Company.
It develops the Company’s strategy, coordinates it with the Supervisory Board
and ensures its implementation. The Board of Managing Directors conducts
Commerzbank’s business activities in accordance with the law, the articles of
association, its procedural rules and the relevant employment contracts. It
cooperates on a basis of trust with the other bodies of Commerzbank and with
the employee representatives.
The composition of the Board of Managing Directors and the responsibilities
of its individual members are presented on pages 180-181 of this annual report.
Supervisory Board
The Supervisory Board advises and supervises the Board of Managing Directors
in its management of the Company. It conducts its business activities in accordance
with the legal provisions, Commerzbank’s articles of association and its
procedural rules; it cooperates closely and on a basis of trust with the Board of
Managing Directors. The Supervisory Board regularly examines the efficiency of
its activities, at least every two years.
The composition of the Supervisory Board and its committees is presented
on page 177f. The report of the Supervisory Board on pages 173-176 provides
information on the work of this body, its structure and its control function.