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deutSChe BahN aG
MEETINGS OF THE SUPERVISORY BOARD COMMITTEES
The Supervisory Board has established four permanent committees to facilitate its work and increase its
efficiency. The Executive Committee of the Supervisory Board met six times during the year under review
and was in continual contact with the Management Board regarding all fundamental business policy issues.
This was also the method used to prepare various key issues, in particular, for the Board’s meetings.
During the year under review the Audit and Compliance Committee held four meetings and one
telephone conference, and primarily dealt with the quarterly financial statements, the six-month financial
statements and the related review results, as well as the six-month review of major capital expenditure
projects.
Additional focal points were the 2010 forecast and DB Group’s mid-term plan covering the period 2011 to
2015. The Audit and Compliance Committee kept itself informed about the operational difficulties experi-
enced by the S-Bahn (metro) Berlin, the technical deficiencies in the ICE fleet, as well as the progress and
development of costs associated with the major Stuttgart 21 project. Furthermore, the Audit and Compliance
Committee also considered issues pertaining to accounting and risk management, the further development
of corporate governance due to the passage of the Public Corporate Governance Code and the Accounting
Law Modernization Act, and the resulting changes to the rules of procedure for the Audit and Compliance
Committee. The Audit and Compliance Committee also kept itself informed about the business development
of acquisitions, the issuing of the audit mandate to the auditor, as well as the results of the internal audit and
compliance-related investigations.
The Chairman of the Audit and Compliance Committee maintained regular contact with the CFO and
the auditor, and regularly and extensively reported to the plenary meeting regarding the Committee’s work.
During the year under review the Personnel Committee met three times to prepare personnel decisions
for the Supervisory Board, and in particular prepared a peer group comparison as an addition to the
Long-Term Incentive Plan for the Management Board. Moreover, on behalf of the Supervisory Board the
Personnel Committee prepared the target agreements for the members of the Management Board for the
2011 financial year.
The Mediation Committee, which was established in accordance with Article 27, Para. 3 of the Codetermination
Act (MitbestG), did not have to meet during the year under review.
CORPORATE GOVERNANCE
During the year under review the Management Board and Supervisory Board again considered the further
development of Corporate Governance. With the Cabinet resolution of July 1, 2009, the Federal Government
adopted the German Public Corporate Governance Code. The German Public Corporate Governance Code
contains the essential provisions of existing laws regarding the management and supervision of unlisted
companies in which the Federal Republic of Germany holds a majority stake, as well as internationally and
nationally recognized standards of good and responsible management. The Supervisory Board was intensively
engaged in implementing the Public Corporate Governance Code within DB Group and took the
necessary related decisions.
Furthermore, the passage of the Accounting Law Modernization Act (BilMoG) in May 2009 redefined
the main emphasis of audit committee work as described in the German Stock Corporation Act (AktG).
Therefore, the rules of procedure for the Supervisory Board’s Audit and Compliance Committee were clarified
to the extent that, as part of its supervisory function, the Audit and Compliance Committee will also regularly
inform itself about the effectiveness and appropriateness of the risk management and the internal control
systems in accordance with the requirements stated in Article 107, Para. 3 (2) of the AktG. The DB AG Supervisory
Board consented to the revision of the rules of procedure for the Audit and Compliance Committee.