Deutsche Bahn 2010 Annual Report - Deutsche Bahn AG

| CORPORATE GOVERNANCE REPORT 29
An overview of the A members of the Management Board
and the Supervisory Board [1], including the mandates they
hold, is included in the Group notes.
Management Board
The Management Board is solely responsible for managing the
company. It is bound to the company interests and obligated to
permanently increase the value of the company. It sets company
objectives and defines the strategies with which these objectives
are to be attained. The Management Board makes decisions
regarding all matters of fundamental and significant importance
for the company.
Details about the personnel changes in the Management
Board can be found in the A Group management report [2]
and the A Report of the Supervisory Board [3].
The DB AG Management Board consists of six divisions. In
addition to the Chairman’s division, the Managing Board consists
of the following divisions: Finance/Controlling; Personnel;
Infrastructure; Compliance, Privacy and Legal Affairs; and Rail
Technology and Services.
The members of the Management Board must report any
conflicts of interest to the Supervisory Board without delay and
inform their colleagues on the Management Board. No such
cases occurred during the year under review.
In order to ensure an integrated Group management
approach, the DB AG Management Board’s meetings are normally
held concurrently with meetings of the DB Mobility Logistics
(DB MLAG) Management Board.
Supervisory Board
The Supervisory Board advises and supervises the Management
Board’s work in managing the company. The DB AG Supervisory
Board has 20 members, and in accordance with the terms of the
Codetermination Act ten of these members are shareholder
representatives, and ten are employee representatives. Some
of the shareholder representatives are appointed, and some are
elected by the Annual General Meeting. The members on the
employee side are elected according to the requirements of the
Codetermination Act. Currently, the Supervisory Board includes
two women. The Chairman of the Supervisory Board is Professor
Dr. Dr. Utz-Hellmuth Felcht. Any A personal or business
relationships [4] between individual Supervisory Board members
and the company are listed in the Group’s notes.
The members of the Supervisory Board must disclose any conflicts
of interest which arise to the Supervisory Board without
delay and must also inform their colleagues on the Supervisory
Board. No such cases occurred during the year under review.
Transactions of fundamental importance, as well as Management
Board decisions that will have a significant effect on
the company’s business activities and its assets, financial situation
or earnings situation, require the approval of the Supervisory
Board. The Management Board informs the Supervisory
Board of DB Group’s business development and circumstances
on at least a quarterly basis. The Management Board also regularly
informs the Supervisory Board of measures taken within
DB Group to comply with laws and internal company rules (Compliance).
The Supervisory Board’s duties also include auditing
and approving DB AG’s annual financial statements, auditing
DB AG’s Management Report, the Group consolidated financial
statements, and the Group Management Report for DB AG. The
Supervisory Board also supervises the accounting process; the
efficiency of the internal controlling system, risk management
system and internal auditing system; and the annual audit.
In addition, the Chairman of the Supervisory Board is in
regular contact with the Management Board, and particularly
with the Chairman of the Management Board, and deliberates
DB Group’s strategy, business development and risk management
with them. The Chairman of the Management Board regularly
informs the Chairman of the Supervisory Board about events
that have a significant impact on evaluating the business situation
and development of DB AG as well as the management of
the company.
During the 2010 financial year, there were again no consulting
agreements or other comparable service or work agreements
between the members of the Supervisory Board and DB AG.
JOINT SUPERVISORY BOARD MEETINGS
In order to increase the efficiency of their deliberations, the
DB AG Supervisory Board and the DB MLAG Supervisory Board
regularly hold joint meetings. Each Supervisory Board’s resolutions
are decided by its own members. It is fundamentally possible
to hold separate Supervisory Board meetings.
| [1] A Page 258 ff. | [2] A Page 60
| [3] A Page 27
| [4] A Page 238