Railway Reform: Toolkit for Improving Rail Sector Performance - ppiaf

Railway Reform: Toolkit for Improving Rail Sector Performance
7. Administering the Railways
Box 7.1 (cont.) Corporate Governance Principles At DB
AG
Management Board
The Management Board manages the company under its own responsibility.
It defines the corporate objectives and maps out the strategies with which
these objectives are to be achieved. The DB AG Management Board currently
consists of five members: (i) CEO and Chairman (same person acting in a two
tier management and supervision structure), (ii) Human Resources, (iii) CFO,
(iv) Rail Technology and Services and Infrastructure, and (v) Compliance,
Privacy, and Legal Affairs. The members of the Management Board must disclose
any conflicts of interest which arise to the Supervisory Board without
delay and must notify their colleagues on the Management Board of such disclosure.
Committees
The DB Group has three Supervisory Board committees (Executive Committee,
Audit and Compliance Committee as well as Personnel Committee) and a
Management Board Committee – the Integration Committee.
Corporate Governance Report
The Management Board reports on corporate governance within the DB
Group every year as part of the Annual Report. It contains description of the
compliance with the Public Corporate Governance Code, information about
the cooperation between Supervisory Board and the Management Board,
transparency, risk management, audit, and the compensation report presenting
the compensation system and the individual compensation for the Supervisory
Board and the Management Board.
Audit
The financial statements of DB Group are annually audited by an independent
auditor appointed by the shareholders’ meeting. The Audit and Compliance
Committee prepare the proposal of the Supervisory Board for the election of
the auditor and, after the auditor has been elected by the shareholders' meeting,
the Audit and Compliance Committee appoint the auditor and define the
key audit issues.
Compliance
Compliance encompasses the observance and compliance with all regulations
considered as the basis for integrity in business dealings: laws, internal instructions
and guidelines, as well as ethical principles. The activities of DB AG
are subject to the code of conduct voluntarily adopted which represents the
enterprise values of DB Group. The aim of the code of conduct is to support
the executive bodies and employees of DB Group with regard to complying
with and implementing the rules of conduct in all dealings with the company,
its competitors, holders of office and business partners as well as the owners,
and also to provide support for all dealings between the above parties. All employees
receive training with regard to the contents of the code of conduct
within the framework of the Compliance E-Learning program. The senior executives
of the divisions and relevant organization entities ensure that the
enterprise values set out in the code of conduct are observed by all employees
and business partners.
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