Prospectus-Final (clean) - Malta Financial Services Authority

conditions for additional capital markets debt issuances in 2012.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEESManagement and SupervisionThe management and supervisory structures, as well as the compensation system for the Board ofManagement and the Supervisory Board, are oriented toward the long-term performance of the Groupand follow the recommendations of the German Corporate Governance Code.In accordance with § 161 German Stock Corporation Act (Aktiengesetz), the Board of Managementand the Supervisory Board have submitted the mandatory declaration of conformity on30 December 2011: "The Supervisory Board and Board of Management of Deutsche Telekom AGhereby declare that, in the period since submission of the most recent Declaration of Conformitypursuant to § 161 of the German Stock Corporation Act (Aktiengesetz) on 30 December 2010,Deutsche Telekom AG has complied with, and will continue to comply with in future, therecommendations of the Government Commission for a German Corporate Governance Codeannounced by the Federal Ministry of Justice on 2 July 2010 in the official section of the electronicFederal Gazette (Bundesanzeiger), without exception."There are no potential conflicts of interest of the members of the Board of Management and themembers of the Supervisory Board of Deutsche Telekom AG between their respective duties toDeutsche Telekom AG and their private interests or other duties.The Supervisory BoardThe Supervisory Board advises the Board of Management and oversees its management of business.In accordance with the German Stock Corporation Act (Aktiengesetz) and the German Co-Determination Act of 1976 (Mitbestimmungsgesetz), Deutsche Telekom AG's Supervisory Boardconsists of twenty members, ten of whom represent its shareholders and ten of whom represent itsemployees. Members of the Supervisory Board may be elected for a term of up to five years and reelectionis permitted. The Chairman and the Deputy Chairman are elected by the Supervisory Board inaccordance with the rules of the German Co-Determination Act.Supervisory Board members representing Deutsche Telekom AG's shareholders are elected at theannual shareholders' meeting. The terms of office of the shareholder representatives expire at the endof the shareholders' meeting at which the shareholders discharge the Supervisory Board members inrespect of the fourth financial year following the member's commencement of tenure of office. Thefinancial year in which tenure of office commences is not counted for this purpose.Supervisory Board members representing Deutsche Telekom AG's employees are elected by itsemployees in accordance with the provisions of the German Co-Determination Act. Employees electten representatives, made up of workers, regular employees, at least one senior managementemployee and three union representatives. Under the laws that governed Deutsche Telekom AG'sprivatisation, civil servants, who are not otherwise covered by the German Co-Determination Act, areincluded in these groups of employee representatives for purposes of these elections.A member of the Supervisory Board elected by Deutsche Telekom AG's shareholders may beremoved by a shareholders' resolution by simple majority of the votes cast. A member of theSupervisory Board elected by Deutsche Telekom AG's employees may be removed by a majority of atleast three-quarters of the votes cast by the relevant class of employees or union representatives whoelected the relevant Supervisory Board members in accordance with the German Co-DeterminationAct.The Supervisory Board is required by law to meet at least twice every six months. To achieve aquorum, at least ten of the members of the Supervisory Board must be present or cast their votes inwriting. Except in situations in which a different majority is required by law, such as the appointment ofManagement Board members or the election of the Chairman and Deputy Chairman, the SupervisoryBoard makes decisions by simple majority of the votes cast. If, in the event of a deadlock, a secondvote again results in a tie, the chairman of the Supervisory Board can cast the deciding vote.The current members of the Supervisory Board of Deutsche Telekom AG and their principaloccupations are listed below:103