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1、Corporate Governance Statement according to sections 289f and 315d of the German Commercial Code/Corporate Governance Report 2022Deutsche Bank1 Deutsche Bank Corporate Governance Report 2022 Corporate Governance Statement according to sections 289f and 315d of the German Commercial Code/Corporate Go
2、vernance Report 2 Management Board and Supervisory Board 16 Reporting and Transparency 16 Related Party Transactions 17 Auditing and Controlling 20 Compliance with the German Corporate Governance Code 2 Deutsche Bank Management Board and Supervisory Board Corporate Governance Report 2022 Management
3、Board All information presented in this Corporate Governance Statement according to Sections 289f and 315d of the German Commercial Code is as of February 10,2023.Management Board and Supervisory Board Management Board Deutsche Banks Management Board is responsible for the management of the company
4、in accordance with the law,its Articles of Association and the Terms of Reference for the Management Board with the objective of creating sustainable value in the interests of the company.It considers the interests of shareholders,employees and other company-related stakeholders.The members of the M
5、anagement Board are collectively responsible for managing the banks business.The Management Board,as the Group Management Board,manages Deutsche Bank Group in accordance with uniform guidelines;it exercises general control over all Group companies.The Management Board decides on all matters prescrib
6、ed by law and the Articles of Association and ensures compliance with the legal requirements and internal guidelines(compliance).It also takes the necessary measures to ensure that adequate internal guidelines are developed and implemented.The Management Boards responsibilities include,in particular
7、,the banks strategic management and direction,the allocation of resources,financial accounting and reporting,control and risk management,the proper functioning of the business organization,the systematic identification and assessment of the environmental and social impacts of the companys operations
8、 as well as corporate control.The Management Board decides on the appointments to the senior management level below the Management Board and,in particular,on the appointment of Global Key Function Holders.In appointing people to management functions in the Group,the Management Board takes diversity
9、into account and strives,in particular,to achieve an appropriate representation of women(more detailed information in section“Targets for the proportion of women in management positions/gender quota“in this Corporate Governance Statement).The Management Board works closely together with the Supervis
10、ory Board in a cooperative relationship of trust and for the benefit of the company.The Management Board reports to the Supervisory Board at a minimum within the scope prescribed by law or administrative guidelines,in particular on all issues with relevance for the Group concerning strategy,the inte
11、nded business policy,planning,business development,risk situation,risk management,staff development,reputation and compliance.A comprehensive presentation of the duties,responsibilities and procedures of our Management Board is specified in its Terms of Reference,the current version of which is avai
12、lable on our website( changes to the Management Board and the current members of the Management Board The following member of the Management Board was appointed for a three-year period:Olivier Vigneron with effect from May 20,2022The following member left the Management Board:Stuart Lewis as of May
13、19,2022The following information is provided on the current members of the Management Board on the year in which they were born,year in which they were first appointed and year in which their term expires as well as their current positions and area of responsibility according to the current Business
14、 Allocation Plan for the Management Board.Also specified are their other board mandates or directorships outside of Deutsche Bank Group as well as all memberships in legally prescribed supervisory boards or other comparable domestic or foreign supervisory bodies of commercial enterprises.Listed comp
15、anies are marked with an“*”.The Terms of Reference for the Management Board specify that the members of our Management Board generally should not accept the chair of supervisory boards of companies outside Deutsche Bank Group.3 Deutsche Bank Management Board and Supervisory Board Corporate Governanc
16、e Report 2022 Management Board Christian Sewing Year of birth:1970 First appointed:2015 Term expires:2026 Christian Sewing became a member of the Management Board on January 1,2015,and is Chief Executive Officer with effect from April 8,2018.He is responsible on the Management Board for Communicatio
17、ns&Corporate Social Responsibility(CSR),Research,Group Audit and Human Resources.Prior to assuming his role on the Management Board,Mr.Sewing was Global Head of Group Audit and held a number of positions before that in Risk,including Deputy Chief Risk Officer(from 2012 to 2013)and Chief Credit Offic
18、er(from 2010 to 2012)of Deutsche Bank.From 2005 until 2007,Mr.Sewing was a member of the Management Board of Deutsche Genossenschafts-Hypothekenbank.Before graduating with a diploma from the Bankakademie Bielefeld and Hamburg,Mr.Sewing completed a bank apprenticeship at Deutsche Bank in 1989.Mr.Sewi
19、ng does not have any external directorships subject to disclosure.James von Moltke Year of birth:1969 First appointed:2017 Term expires:2026 James von Moltke became a member of the Management Board on July 1,2017,and President as of March 25,2022.He is Chief Financial Officer and in this function he
20、 is responsible for,among other things,Finance,Group Tax,Treasury and Investor Relations.Before Mr.von Moltke joined Deutsche Bank he served as Treasurer of Citigroup.He started his career at the investment bank Credit Suisse First Boston in London in 1992.In 1995,he joined J.P.Morgan,working at the
21、 bank for 10 years in New York and Hong Kong.After next working at Morgan Stanley in New York for four years,where he led the Financial Technology advisory team globally,Mr.von Moltke joined Citigroup as Head of Corporate Mergers and Acquisitions(M&A)in 2009 and three years later became the Global H
22、ead of Financial Planning.He holds a Bachelor of Arts degree from New College,University of Oxford.Mr.von Moltke does not have any external directorships subject to disclosure.Karl von Rohr Year of birth:1965 First appointed:2015 Term expires:2023 Karl von Rohr became a member of the Management Boar
23、d on November 1,2015,and President as of April 8,2018.He is responsible on the Management Board for the Private Bank and Asset Management.He is also Regional Chief Executive Officer(CEO)for Germany,as well as for the EMEA Region(Europe,Middle East and Africa).Mr.von Rohr joined Deutsche Bank in 1997
24、.From November 2015 to November 2019,he was the Management Board member responsible for Human Resources and until July 2020,he was responsible for Legal,Group Governance and Government&Regulatory Affairs.From 2013 to 2015 he was Global Chief Operating Officer,Regional Management.Prior to this,he was
25、 Head of Human Resources for Deutsche Bank in Germany and member of the Management Board of Deutsche Bank Privat-und Geschftskunden AG.During his time at Deutsche Bank,he has held various senior management positions in other divisions in Germany and Belgium.He studied law at the universities of Bonn
26、(Germany),Kiel(Germany),Lausanne(Switzerland)and at Cornell University(U.S.A.).Mr.von Rohr does not have any external directorships subject to disclosure.He is Chairman of the Supervisory Board of DWS Group GmbH&Co.KGaA*.4 Deutsche Bank Management Board and Supervisory Board Corporate Governance Rep
27、ort 2022 Management Board Fabrizio Campelli Year of birth:1973 First appointed:2019 Term expires:2025 Fabrizio Campelli became a member of the Management Board on November 1,2019.He is responsible for the Corporate Bank and the Investment Bank and also for the banks UK&Ireland region.From November 2
28、019 to April 2021,he was the Management Board member responsible for transformation,as Chief Transformation Officer,and for Human Resources.He previously spent four years as the Global Head of Deutsche Bank Wealth Management.Before that,he was Head of Strategy&Organizational Development as well as D
29、eputy Chief Operating Officer for Deutsche Bank Group.He joined Deutsche Bank in 2004 after working at McKinsey&Company in the firms London and Milan offices,focusing on strategic assignments mainly for global financial institutions.He holds an MBA from MIT Sloan School of Management and a Business
30、Administration degree from Bocconi University in Milan.Mr.Campelli has been a member of the following Supervisory Boards:BVV Versicherungsverein des Bankgewerbes a.G.and BVV Versorgungskasse des Bankgewerbes e.V.Bernd Leukert Year of birth:1967 First appointed:2020 Term expires:2025 Bernd Leukert be
31、came a member of the Management Board on January 1,2020.He is Chief Technology,Data and Innovation Officer and is responsible for the Chief Information Office for the Infrastructure areas and the business divisions,as well as for the Chief Technology Office and the Chief Security Office.He is also r
32、esponsible for Data Governance and Oversight and Trade Settlement as well as for Cloud and Innovation.He joined Deutsche Bank on September 1,2019.He previously worked for many years at SAP SE,the global software company.He joined SAP in 1994 and held various management positions.From 2014 to 2019,he
33、 was responsible for product development and innovations as well as the Digital Business Services division on the Executive Board.Mr.Leukert studied Industrial Engineering and Management at the University of Karlsruhe and at Trinity College Dublin,graduating in 1994 with a Masters Degree in Business
34、 Administration.He is member of the Supervisory Board of Bertelsmann SE&Co.KGaA.He is a member of the Supervisory Board of DWS Group GmbH&Co.KGaA*.Alexander von zur Mhlen Year of birth:1975 First appointed:2020 Term expires:2026 Alexander von zur Mhlen became a member of the Management Board on Augu
35、st 1,2020.He is Regional CEO Asia Pacific.Mr.von zur Mhlen joined Deutsche Bank in 1998 and over the years has held a range of management roles in London and Frankfurt across infrastructure and business divisions.From 2018 to 2020 he was responsible for the Groups strategic development and was the a
36、dvisor to the Chief Executive Officer(CEO).Before that,he served as Co-Head of Global Capital Markets,with a regional focus on Asia-Pacific and Europe,the Middle East and Africa(EMEA).From 2009 to 2017,he was Group Treasurer.Alexander von zur Mhlen holds a Diploma in Business Administration from the
37、 Berlin School of Economics and Law in Berlin.Mr.von zur Mhlen does not have any external directorships subject to disclosure.5 Deutsche Bank Management Board and Supervisory Board Corporate Governance Report 2022 Management Board Christiana Riley Year of birth:1978 First appointed:2020 Term expires
38、:2025 Christiana Riley became a member of the Management Board on January 1,2020.She is Regional CEO Americas.Ms.Riley joined Deutsche Bank in 2006 where she was recently the Chief Financial Officer of the Corporate&Investment Bank.She previously spent nine years in Group Strategy&Planning,which she
39、 led from 2011 to 2015.Prior to this Ms.Riley worked at the management consultancy McKinsey&Company and at the investment bank Greenhill&Co.She graduated cum laude in 2000 from Princeton University in America where she studied Romance Languages,Literature and Linguistics.She also studied at London B
40、usiness School in the UK,where she gained a Master of Business Administration in 2005.Ms.Riley is a member of the Supervisory Board of The Clearing House Payments Company LLC.She is Chief Executive Officer of DB USA Corporation.Rebecca Short Year of birth:1974 First appointed:2021 Term expires:2024
41、Rebecca Short became a member of the Management Board on May 1,2021.She is Chief Transformation Officer and the Management Board member responsible for Transformation and Global Procurement.She was responsible for the Capital Release Unit until January 31,2023 and continues to retain oversight for t
42、he remaining activities in this regard.She previously spent almost six years within Finance as Head of Group Planning&Performance Management.She joined Deutsche Bank on its graduate program in Auckland in 1998.She moved to London in 2000 with Credit Risk Management,where she spent 12 years,formerly
43、as European Head of Corporates.She then set up a new Risk-wide team,Strategic Risk Analysis&Reporting in 2012 before moving to a senior central management role in Audit in 2013,where she spent two years.She has a BCom(Honours)degree in Finance&Accounting from the University of Otago,Dunedin,New Zeal
44、and.Ms.Short does not have any external directorships subject to disclosure.Professor Dr.Stefan Simon Year of birth:1969 First appointed:2020 Term expires:2026 Professor Dr.Stefan Simon became a member of the Management Board on August 1,2020.He is Chief Administrative Officer(CAO)and is responsible
45、 for Government and Regulatory Affairs as well as for Legal and Governance.Additionally,he is responsible for Compliance,Anti-Financial-Crime(AFC)and the Business Selection and Conflicts Office,as well as for Controls Testing&Assurance.Professor Dr.Simon joined Deutsche Bank on August 1,2019.He was
46、a member of the Supervisory Board from August 2016 until July 2019 and was Chairman of its Integrity Committee.He is a lawyer and tax consultant and between 1997 and 2016 worked at the law firm Flick Gocke Schaumburg,where he became a partner in 2002.Since 2008 he has also been an Honorary Professor
47、 of the University of Cologne.He studied law at the University of Cologne and received his doctorate there in 1998.Professor Dr.Simon is Chairman of the Advisory Council of Leop.Krawinkel GmbH&Co.KG.6 Deutsche Bank Management Board and Supervisory Board Corporate Governance Report 2022 Management Bo
48、ard Olivier Vigneron Year of birth:1971 First appointed:2022 Term expires:2025 Olivier Vigneron became a member of the Management Board on May 20,2022.He is Chief Risk Officer responsible for the functions managing Credit Risk,Market Risk and Liquidity Risk as well as for other Risk-Infrastructure u
49、nits.Mr.Vigneron re-joined Deutsche Bank on March 1,2022.From January 2020 until re-joining Deutsche Bank in 2022,Olivier Vigneron was Chief Risk Officer of Natixis,where he also served on the Senior Management Committee.From 2008 to 2020,he worked at J.P.Morgan,where he served as Chief Risk Officer
50、 for Europe,Middle East and Africa and Firmwide Risk Executive for Market Risk.Prior to this,he worked for BNP Paribas,UniCredit,and Goldman Sachs.Between 2002 and 2005 he worked in Structured Credit Trading for Deutsche Bank in London.He has also served on the Supervisory Board of J.P.Morgan German
51、y and on the board of Natixis Assurances.Olivier Vigneron studied at the Lyce Louis-le-Grand in Paris and holds a Diplme dIngnieur(degree in Engineering)from Frances cole Polytechnique.He also holds a PhD in Economics from the University of Chicago.Mr.Vigneron does not have any external directorship
52、s subject to disclosure.7 Deutsche Bank Management Board and Supervisory Board Corporate Governance Report 2022 Supervisory Board Supervisory Board The Supervisory Board of Deutsche Bank AG appoints and dismisses the members of the Management Board,supervises and advises the Management Board and is
53、directly involved in decisions of fundamental importance to the bank.Supervison and advice also include in particular,sustainability issues.The Supervisory Board works together closely with the Management Board in a cooperative relationship of trust and for the benefit of the company.The internal or
54、ganization of the Supervisory Board and its committees as well as the requirements for its members are subject to specific supervisory requirements that further supplement the corporate-law regulations concerning corporate governance.Such requirements are founded on,among other things,the German Ban
55、king Act(Kreditwesengesetz),the Remuneration Ordinance for Institutions(Institutsvergtungsverordnung),the guidelines of the European Banking Authority(EBA)and European Securities and Markets Authority(ESMA)and the administrative practices of the European Central Bank as our prudential supervisory au
56、thority.In individual cases,these may diverge from the recommendations of the German Corporate Governance Code(GCGC)for listed companies.The tasks of the Supervisory Boards committees,the basic principles for the meeting preparations and follow-ups,as well as general rules for the internal procedure
57、s of the Supervisory Board including its committees are set out in the Terms of Reference for the Supervisory Board and for its committees.The current versions are published on the Deutsche Bank website( number of meetings held during the financial year,along with a specification of the meeting cond
58、ucted per telephone,through video conference and with physical attendance,is specified in the Report of the Supervisory Board.In addition,the representatives of the employees and the representatives of the shareholders regularly conduct preliminary discussions separately.Together with the Management
59、 Board,the Supervisory Board arranges for a long-term succession planning:The Nomination Committee supports the Chairmans Committee and the Supervisory Board in identifying candidates to fill a position on the banks Management Board.In doing so,the Committee prepares a position description with a ca
60、ndidate profile and states the expected time commitment.Suitable candidates are identified,in some cases in collaboration with external recruiting consultants,and structured interviews are conducted.Besides this succession planning with external candidates,the Management Board and Supervisory Board
61、maintain a list of internal candidates.The Nomination Committee and Supervisory Board regularly receive reports from the Management Board on internal candidates for succession planning and the process from the perspective of the Management Board.For the selection of suitable candidates,external and
62、internal,the Nomination Committee takes into account the balance and diversity of the knowledge,skills and experience of all members of the Management Board.It also seeks to foster diversity on the Management Board,for example,with regard to gender,nationality and age.The Supervisory Board ensures c
63、ompliance with the legally required minimum gender participation pursuant to Section 76(3a)of the Stock Corporation Act(AktG).In 2017,based on the legal regulation applicable at the time under Section 111(5)of the Stock Corporation Act(AktG),the Supervisory Board had set the minimum target of at lea
64、st 20%women on the Management Board by June 30,2022.This target was met,as two women are members of the Management Board:Christiana Riley and Rebecca Short.Building on the work of the Nomination Committee,the Chairmans Committee submits a recommendation for the Supervisory Boards resolution.Based on
65、 this,the Supervisory Board decides on the appointment of Management Board members.The first appointment period is for a maximum of three years.Management Board members can be reappointed for one or several terms of office,which may be for a maximum of five years pursuant to the law,whereby at Deuts
66、che Bank such reappointments should generally also be for a maximum of three years.Besides proposals for the appointment of members of the Management Board,the Chairmans Committee also submits proposals for the dismissal of Management Board members,which the Supervisory Board decides on.Based on pro
67、posals of the Compensation Control Committee,the Supervisory Board determines the total compensation of the individual members of the Management Board and also regularly reviews and resolves on the compensation system for the Management Board.The Supervisory Board receives reports from the Managemen
68、t Board at least within the scope prescribed by law or administrative guidelines,in particular on all issues of relevance for the Group concerning strategy,intended business policy,planning,business development,risk situation,risk management,staff development,reputation and compliance.Furthermore,Gr
69、oup Audit informs the Audit Committee of any deficiencies identified regularly and in the case of severe deficiencies without undue delay.The Chairman of the Supervisory Board is informed accordingly of any serious findings relating to the members of the Management Board.The Supervisory Board and Ma
70、nagement Board adopted an Information Regime,a general engagement(interaction)protocol and a specific engagement(interaction)protocol for regulatory topics.These regulate not only the reporting to the Supervisory Board,but also,among other things the Supervisory Boards enquiries and requests for inf
71、ormation from employees of the company as well as the exchange of information in connection with preparations for the meetings and between the meetings.8 Deutsche Bank Management Board and Supervisory Board Corporate Governance Report 2022 Supervisory Board The Chairman of the Supervisory Board play
72、s a crucial role in the proper functioning of the Supervisory Board and has a leadership role in this.He can issue internal guidelines and principles concerning the Supervisory Boards internal organization and communications,the coordination of the work within the Supervisory Board and the Superviso
73、ry Boards interaction with the Management Board.Between meetings,the Chairman of the Supervisory Board and,to the extent expedient,the chairpersons of the Supervisory Board committees maintain regular contact with the members of the Management Board,especially with the Chairperson of the Management
74、Board,and deliberate with them,among other things,on issues of Deutsche Bank Groups strategy,planning,the development of its business,risk situation,risk management,risk controlling,governance,compliance,compensation systems,IT,data and digitalization as well as material litigation cases.The Chairma
75、n of the Supervisory Board and within their respective functional responsibility the chairpersons of the Supervisory Board committees are informed without delay by the Chairman of the Management Board or by the respectively responsible Management Board member about important events of material signi
76、ficance for the assessment of the situation,development and management of Deutsche Bank Group.The Chairman of the Supervisory Board engages in investor discussions on Supervisory Board-related topics when necessary and regularly informs the Supervisory Board of the substance of such discussions.Thes
77、e also cover Environmental,Social and Governance(ESG)topics.The Chairperson of the Audit Committee furthermore conducts regular discussions with the auditor outside the meetings.The types of business that require the approval of the Supervisory Board to be transacted are specified in the Articles of
78、 Association of Deutsche Bank AG.Furthermore,the Supervisory Board may specify additional transactions that require its approval.The Supervisory Board meets regularly also without the Management Board.After due consideration and insofar as materially appropriate,the Supervisory Board,or any of its c
79、ommittees,may,in order to perform their tasks,consult auditors,legal advisors and other internal or external advisors.In performing their tasks,the Chairman of the Supervisory Board,the chairpersons of the committees and the Supervisory Board members are supported by the Office of the Supervisory Bo
80、ard,which is independent of the Management Board.At several meetings,the Nomination Committee and Supervisory Board addressed the assessment of the Supervisory Board which is to be conducted at least annually as prescribed by law pursuant to Section 25d of the German Banking Act(KWG),and which is al
81、so the self-assessment of the Supervisory Board pursuant to Section D.12 of the German Corporate Governance Code(GCGC).The concrete implementation of and the schedule for the assessment were deliberated on and set out at the meetings of the Nomination Committee on July 26,2022,and October 25,2022.Se
82、rvices of an external advisor were not mandated in this context.The assessment was performed essentially on the basis of extensive questionnaires regarding the work of the Supervisory Board,of the Supervisory Board committees and of the Management Board,individual interviews conducted by members of
83、the Nomination Committee with the members of the Management Board,and an assessment of the individual members of both the Management Board and Supervisory Board.The final discussion and approval of the results of the assessment took place at the Supervisory Board meeting in plenum on February 1,2023
84、,and the results were set out in a written final report.The Supervisory Board continues to hold the opinion that the Supervisory Board and Management Board have achieved a high standard and that there are no reservations,in particular,regarding the professional qualifications,personal reliability an
85、d time availability of the members of the Management Board and of the Supervisory Board.9 Deutsche Bank Management Board and Supervisory Board Corporate Governance Report 2022 Supervisory Board Members of the Supervisory Board The Supervisory Board has 20 members.In accordance with the German Co-Det
86、ermination Act(Mitbestimmungsgesetz),it comprises an equal number of shareholder representatives and employee representatives.In accordance with the Articles of Association,the members of the Supervisory Board are elected for the period until the conclusion of the General Meeting which adopts the re
87、solutions concerning the ratification of the acts of management for the fourth financial year following the beginning of the term of office.For the election of shareholder representatives,the General Meeting may establish that the terms of office of individual members may begin or end on differing d
88、ates.In accordance with the Terms of Reference for the Supervisory Board since July 2020,shareholder representatives are proposed to the General Meeting for election for a maximum of approximately four years,i.e.until the conclusion of the General Meeting which adopts the resolutions concerning the
89、ratification of the acts of management for the third financial year following the beginning of the term of office,whereby the financial year in which the term of office begins is not taken into account.The following table shows information on the current members of our Supervisory Board.Member Princ
90、ipal occupation Supervisory board memberships and other directorships Alexander Wynaendts Year of birth:1960 First elected:May 19,2022 Term expires:2026 Chairman of the Supervisory Board,Deutsche Bank AG Air France-KLM Group S.A.2(Member of the Board of Directors);Uber Technologies,Inc.2(Member of t
91、he Board of Directors);Puissance Holding B.V.(Non-Executive Director,Chairman)Ludwig Blomeyer-Bartenstein1 Year of birth:1957 First elected:May 24,2018 Term expires:2023 Spokesperson of the Management Bremen,Deutsche Bank AG Frowein&Co.Beteiligungs AG;Brgschaftsbank Bremen GmbH(Member of the Board o
92、f Directors)(until December 2022)Mayree Clark Year of birth:1957 First elected:May 24,2018 Term expires:2023 Supervisory Board member Ally Financial,Inc.2(Member of the Board of Directors);Allvue Systems Holdings,Inc.(Member of the Board of Directors)Jan Duscheck1 Year of birth:1984 Appointed by the
93、 court:August 2,2016 Term expires:2023 Head of National Working Group Banking,trade union ver.di(Vereinte Dienstleistungsgewerkschaft)No memberships or directorships subject to disclosure Manja Eifert1 Year of birth:1971 Appointed by the court:April 7,2022 Term expires:2023 Staff Council member No m
94、emberships or directorships subject to disclosure Sigmar Gabriel Year of birth:1959 Appointed by the court:March 11,2020 Term expires:2025 Former German Federal Government Minister GP Gnter Papenburg AG(until April 2022);Siemens Energy AG2;ThyssenKrupp Steel Europe AG(Chairman of the Supervisory Boa
95、rd)(since April 2022)Timo Heider1 Year of birth:1975 First elected:May 23,2013 Term expires:2023 Staff Council member BHW Bausparkasse AG3(Deputy Chairman);PCC Services GmbH der Deutschen Bank3(Deputy Chairman);Pensionskasse der BHW Bausparkasse AG VvaG3(Deputy Chairman)Martina Klee1 Year of birth:1
96、962 First elected:May 29,2008 Term expires:2023 Staff Council member Sterbekasse fr die Angestellten der Deutsche Bank-Gruppe VvaG3 Gabriele Platscher1 Year of birth:1957 First elected:June 10,2003 Term expires:2023 Bank employee BVV Versicherungsverein des Bankgewerbes a.G.(Deputy Chairperson)(unti
97、l July 2022);BVV Versorgungskasse des Bankgewerbes e.V.(Deputy Chairperson)(until July 2022);BVV Pensionsfonds des Bankgewerbes AG(Deputy Chairperson)(until July 2022)10 Deutsche Bank Management Board and Supervisory Board Corporate Governance Report 2022 Supervisory Board Detlef Polaschek1 Year of
98、birth:1960 First elected:May 24,2018 Term expires:2023 Deputy Chairman of the Supervisory Board of Deutsche Bank AG;Staff Council member No memberships or directorships subject to disclosure Bernd Rose1 Year of birth:1967 First elected:May 23,2013 Term expires:2023 Staff Council member Postbank Fili
99、alvertrieb AG3;ver.di Vermgensverwaltungsgesellschaft m.b.H.(Deputy Chairperson)Yngve Slyngstad Year of birth:1962 First elected:May 19,2022 Term expires:2026 Chief Executive Officer of Aker Asset Management AS No memberships or directorships subject to disclosure John Alexander Thain Year of birth:
100、1955 First elected:May 24,2018 Term expires:2023 Supervisory Board member Uber Technologies,Inc.2(Member of the Board of Directors);Aperture Investors LLC(Member of the Board of Directors);Pine Island Capital Partners LLC(Chairman);Pine Island Acquisition Corp.2(Chairman of the Board of Directors)(u
101、ntil October 2022)Michele Trogni Year of birth:1965 First elected:May 24,2018 Term expires:2023 Operating Partner Eldridge Zinnia Corporate Holdings LLC(formerly SE2 LLC)(Chief Executive Officer since May 2022 and Chairperson of the Board of Directors)Dr.Dagmar Valcrcel Year of birth:1966 Appointed
102、by the court:August 1,2019 Term expires:2025 Supervisory Board member amedes Holding GmbH;Antin Infrastructure Partners S.A.2(Member of the Board of Directors)Stefan Viertel1 Year of birth:1964 Succession as substitute member:January 1,20214 Term expires:2023 Staff Council member No memberships or d
103、irectorships subject to disclosure Dr.Theodor Weimer Year of birth:1959 First elected:May 20,2020 Term expires:2025 Chief Executive Officer,Deutsche Brse AG Knorr Bremse AG2 Frank Werneke1 Year of birth:1967 Appointed by the court:November 25,2021 Term expires:2023 Chairman of the trade union ver.di
104、(Vereinte Dienstleistungsgewerkschaft)ZDF Studios GmbH(formerly ZDF Enterprises GmbH);Member of the Television Council of the Zweites Deutsches Fernsehen(ZDF);ver.di Vermgensgesellschaft m.b.H.Professor Dr.Norbert Winkeljohann Year of birth:1957 First elected:August 1,2018 Term expires:2023 Deputy C
105、hairman of the Supervisory Board of Deutsche Bank AG;Self-Employed Corporate Consultant Norbert Winkeljohann Advisory&Investment Bayer AG2(Chairman);Georgsmarienhtte Holding GmbH;Sievert SE(Chairman);Bohnenkamp AG(Chairman)Frank Witter Year of birth:1959 First elected:May 27,2021 Term expires:2025 S
106、upervisory Board member Traton SE2;Vfl Wolfsburg-Fuball GmbH(Chairman);CGI Inc.2(Member of the Board of Directors)1 Employee representatives 2 Listed company 3 Group-internal mandate 4 Mr.Viertel already was a member of the Supervisory Board from August 1,2010 to May 23,2013 11 Deutsche Bank Managem
107、ent Board and Supervisory Board Corporate Governance Report 2022 Supervisory Board Objectives for the composition of the Supervisory Board,Profile of Requirements,diversity concept and status of implementation The composition of the Supervisory Board should ensure the effective and qualified control
108、 of and advice for the Management Board of an internationally operating,broadly positioned bank.In this connection,its members as a whole must possess the knowledge,abilities and expert experience to properly complete its tasks,and the members in their entirety of the Supervisory Board and the Audit
109、 Committee must be familiar with the banking sector.Attention should be placed,in particular,on the integrity,personality,willingness to perform,professionalism and independence of the individuals proposed for election.Furthermore,the members must be able to devote sufficient time to performing thei
110、r mandates.The objective is for the Supervisory Board as a whole to possess all of the knowledge and experience considered to be essential while taking into account the activities of Deutsche Bank Group,also with regard to the observance of the relevant bank supervisory regulations.At its meeting on
111、 December 15,2022,the Supervisory Board discussed and approved a restructuring of its Profile of Requirements in order to be able to report on its skills and expertise in a qualifications matrix.The Supervisory Board specified general fields of expertise and expanded fields of expertise.General fiel
112、ds of expertise:Ideally,every member of the Supervisory Board possesses these individual qualifications.Understanding of commercial business issues Analytical and strategic mindset Understanding of the German corporate governance system,and as a result an understanding of a Supervisory Board members
113、 responsibilities Understanding of the business model and the structure of Deutsche Bank AG Basic understanding of the financial services sector,e.g.(i)knowledge in the areas of banking,financial services,financial markets,financial industry,including the banks home market as well as Europe and the
114、banks key markets outside Europe,and(ii)knowledge of the relevant clients for the bank,the markets expectations and the operational environment.The fulfillment of these fields of expertise is reported on in summary in the qualification matrix in the line“General fields of expertise”.Expanded fields
115、of expertise:These fields of expertise refer to the Supervisory Board in its entirety(collective suitability).The Supervisory Board,as a whole,must have an understanding of the specified fields of expertise that is appropriate for the size and complexity of Deutsche Bank AG.They are derived from the
116、 banks business model and from specific laws and regulations that apply to the bank.The fields of expertise are:Accounting,including sustainability reporting:Accounting(International Financial Reporting Standards(IFRS)and German Commercial Code(HGB)and auditing of annual financial statements Taxatio
117、n Regulatory framework and legal requirements:Understanding of the key legal framework conditions in the countries in which the company has its main operations Understanding of the key relevant legal systems for the bank Experience in the executive management/supervisory board of large enterprises R
118、egulatory framework and legal requirements,in particular,knowledge of the legal systems relevant for the bank Knowledge of the social,political and regulatory expectations in the home market Human capital,compensation and corporate culture:Human resources and staff management Compensation and compen
119、sation systems Selection procedure for management body members and assessment of their suitability Corporate culture 12 Deutsche Bank Management Board and Supervisory Board Corporate Governance Report 2022 Supervisory Board Risk management:Risk management(investigation,assessment,mitigation,manageme
120、nt and control of financial and non-financial risks,capital and liquidity management,shareholdings)Combating money laundering and prevention of financial crime and the financing of terrorism Information technology,data and digitalization:Digitalization,including digital banking Data,including data g
121、overnance Information technology(IT),IT systems and IT security,including cyber risks Strategy,transformation and Environmental,Social and Governance(ESG)issues:Strategic planning of business models and risk strategies as well as their implementation Climate and other environmental aspects Knowledge
122、 of social and political expectations(in particular in the home market)and their impacts on corporate social responsibility Companys purpose Organizational structure and control of a financial institution:Governance Management of a large,international regulated company Internal organization of the b
123、ank Internal audit Compliance and internal controls In order to adequately reflect the banks business model,the Supervisory Board shall demonstrate not only these professional qualifications but also qualifications and experience in the various client segments and different sales markets.Client segm
124、ents:Private Banking and Wealth Management Corporate Banking Investment Banking Asset Management Regional expertise:Germany Europe Americas Asia-Pacific(APAC)The suitability of each individual member to perform their mandate is assessed,determined and continuously monitored both internally and exter
125、nally by the Nomination Committee and the Supervisory Board as well as by the regulatory authorities.The suitability assessment covers the expertise,reliability and time available of the individual members.In addition,there is an assessment of the knowledge,skills and experience of the Supervisory B
126、oard in its entirety that are necessary for it to perform its control function(collective suitability).Passing the suitability assessment of the European Central Bank(ECB)and the continual suitability of the Supervisory Board member during the entire mandate with Deutsche Bank AG are mandatory regul
127、atory prerequisites for the performance of his or her work.The Supervisory Board believes that it complies with the specified concrete objectives regarding its composition and the Profile of Requirements as shown in the following qualifications matrix.The members of the Supervisory Board as a whole
128、possess the knowledge,ability and expert experience to properly complete their tasks.The Supervisory Board shall be composed such that the number of independent members among the shareholder representatives will be at least six.The matrix also provides information on this.All members act with indepe
129、ndence of mind,i.e.all members of the Supervisory Board engage actively in their duties and are able to make their own sound,objective and independent decisions and judgements when performing their functions and responsibilities.In the preceding financial year,there were no former members of the Man
130、agement Board on the Supervisory Board.13 Deutsche Bank Management Board and Supervisory Board Corporate Governance Report 2022 Supervisory Board Alexander Wynaendts Ludwig Blomeyer-Bartenstein Mayree Clark Jan Duscheck Manja Eifert Sigmar Gabriel Timo Heider Martina Klee Gabriele Platscher Detlef P
131、olaschek Bernd Rose Yngve Slyngstad John Alexander Thain Michele Trogni Dr.Dagmar Valcrcel Stefan Viertel Dr.Theodor Weimer Frank Werneke Prof.Dr.Norbert Winkeljohann Frank Witter Member-ship No Overboarding*Independent*ER ER ER ER ER ER ER ER ER ER Professional expertise General fields of expertise
132、 Accounting and reporting,incl.sustainability reporting Audit Committee Financial Experts*Expertise in the area of accounting*Expertise in the area of auditing*Regulatory framework and Legal requirements Human Capital,Compensation and Corporate Culture Compensation Control Committee Compensation Exp
133、erts*Risk Management Information technology,data and digitalization Strategy,Transformation and ESG Organizational structure and control of a financial institution Client/business expertise Private Banking and Wealth Management Corporate Banking Investment Banking Asset Management Regional Expertise
134、 Germany Europe Americas APAC Profound and professional knowledge/expert Regulatory expert/expertise required by law and/or supervisory regulation ER Employees representatives*Definition of no overboarding:All Supervisory Board members hold an admissible number of board directorships in various comp
135、anies in addition to Deutsche Bank AG.Overboarding,i.e.holding an inadmissible number of board directorships in different companies,is determined on the basis of the statutory regulation in Section 25d(3)of the German Banking Act(KWG).A Supervisory Board member may concurrently be a member of the su
136、pervisory body of a maximum of five companies(including Deutsche Bank AG).If a Supervisory Board member is also an executive director of a company,this Supervisory Board member may concurrently be a member of the supervisory body of a maximum of three companies(including Deutsche Bank AG).The decisi
137、ve factors for determining if this is the case are the supervisory authoritys regulatory requirements in consideration of the local laws.Compliance with this statutory regulation is continually monitored by the regulatory authorities.In the event of directorship overboarding,the supervisory authorit
138、ies may require that Deutsche Bank AG revoke a Supervisory Board members appointment and prohibit this Supervisory Board member from performing his or her work.*Definition of independence:A Supervisory Board member is independent when there are no personal or business relations with Deutsche Bank or
139、 its Management Board that may cause a substantial and not merely temporary conflict of interest.Back in 2017,the Supervisory Board issued guidelines for the consistent assessment of the independence of its members,and these also take into account the regulatory requirements on independence.The bank
140、 has no controlling shareholder at present.*Definition of experts given in the section“Auditing and Controlling”on page 17.14 Deutsche Bank Management Board and Supervisory Board Corporate Governance Report 2022 Supervisory Board There is a regular maximum age limit of 70.In well-founded,individual
141、cases,a Supervisory Board member may be elected or appointed for a period that extends at the latest until the end of the fourth Annual General Meeting that takes place after he or she has reached the age of 70.This age limit was taken into account in the election proposals to the General Meeting an
142、d shall also be taken into account for the next Supervisory Board elections or subsequent appointments for Supervisory Board positions that become vacant.For shareholder representatives on the Supervisory Board elected or appointed since July 2020,the length of Supervisory Board membership shall not
143、,as a rule,exceed 12 years.The Supervisory Board respects diversity when proposing its members for appointment.In light of the international operations of Deutsche Bank,care should be taken that the Supervisory Board has an appropriate number of members with long-term international experience.Curren
144、tly,the professional careers or private lives of six members of the Supervisory Board are centered outside Germany.Furthermore,all of the shareholder representatives on the Supervisory Board have many years of international experience from their current or former activities,for example,as management
145、 board members or chief executive officers or in a comparable executive function of corporations or organizations with international operations.In these two ways,the Supervisory Board believes the international activities of the company are sufficiently taken into account.The objective is to retain
146、the currently existing international profile.Special importance has already been attached to an appropriate consideration of women in the selection process since the Supervisory Board elections in 2008.For the election proposals to the General Meeting,the Supervisory Board takes into account the rec
147、ommendations of the Nomination Committee and the legal requirements according to which the Supervisory Board shall be composed of at least 30%women and at least 30%men.In reviewing potential candidates for a new election or subsequent appointments to Supervisory Board positions that have become vaca
148、nt,qualified women are included in the selection process and appropriately considered in the election proposals.At the end of the financial year,three women and seven men were members of the Supervisory Board on both the employee representatives side and shareholder representatives side.The statutor
149、y minimum quota of 30%has thus been fulfilled for many years now.The age structure is diverse,ranging from 38 to 67 years of age at the end of the financial year and spanning three generations,according to the general definition of the term.The length of membership on the Supervisory Board of Deutsc
150、he Bank ranged from under one year to around 20 years at the end of the financial year.The diverse range of the members educational and professional backgrounds includes banking,business administration,economics,auditing,law,German studies,political science,electrical engineering and healthcare.The
151、resumes of the members of the Supervisory Board are published on Deutsche Banks website( members of the Supervisory Board do not exercise functions on a management body of,or perform advisory duties at,major competitors.Material conflicts of interest involving a member of the Supervisory Board that
152、are not merely temporary will result in the termination of that members Supervisory Board mandate.Members of the Supervisory Board may not,according to Section 25d of the German Banking Act(KWG),and shall not,according to the recommendations under C.4 and C.5 of the German Corporate Governance Code(
153、GCGC),hold more than the allowed number of supervisory board mandates or mandates in supervisory bodies of companies which have similar requirements.These requirements were met in the preceding financial year.Some members of the Supervisory Board are,or were last year,in high-ranking positions at ot
154、her companies that Deutsche Bank has business relations with.Business transactions with these companies were conducted under the same conditions as those between unrelated third parties.In the opinion of the Management Board and the Supervisory Board,these transactions did not affect the independenc
155、e of the Supervisory Board members involved.15 Deutsche Bank Management Board and Supervisory Board Corporate Governance Report 2022 Committees of the Supervisory Board Committees of the Supervisory Board The Supervisory Board has established the following eight standing committees:Chairmans Committ
156、ee,Nomination Committee,Audit Committee,Risk Committee,Regulatory Oversight Committee(formerly Integrity Committee),Compensation Control Committee,Strategy and Sustainability Committee(formerly Strategy Committee),and Technology,Data and Innovation Committee.To the extent required,the committees coo
157、rdinate their work and consult each other on an ad hoc basis.The committee chairpersons report regularly to the Supervisory Board on the work of the committees.The tasks and further details of the standing committees are regulated in separate Terms of Reference.The current versions are available on
158、the Deutsche Bank website( members of the committees are or were:Chairmans Committee:Alexander Wynaendts,Chairman(since May 19,2022),Dr.Paul Achleitner Chairman(until May 19,2022),Detlef Polaschek,Frank Werneke,Professor Dr.Norbert Winkeljohann Nomination Committee:Alexander Wynaendts,Chairman(since
159、 July 28,2022),member(from May 19,2022 to July 28,2022),Mayree Clark,Chairperson(until July 28,2022),member(since July 28,2022),Dr.Paul Achleitner(until May 19,2022),Detlef Polaschek,Frank Werneke,Professor Dr.Norbert Winkeljohann Audit Committee:Frank Witter,Chairman(since July 28,2022),member(unti
160、l July 28,2022),Professor Dr.Norbert Winkeljohann,Chairman(until July 28,2022),member(since July 28,2022),Dr.Paul Achleitner(until May 19,2022),Manja Eifert(since July 28,2022),Henriette Mark(until March 31,2022),Gabriele Platscher,Detlef Polaschek,Bernd Rose,Dr.Dagmar Valcrcel,Stefan Viertel,Dr.The
161、odor Weimer,Alexander Wynaendts(since May 19,2022)Risk Committee:Mayree Clark,Chairperson,Dr.Paul Achleitner(until May 19,2022),Ludwig Blomeyer-Bartenstein,Jan Duscheck,Michele Trogni,Stefan Viertel,Professor Dr.Norbert Winkeljohann,Alexander Wynaendts(since May 19,2022)Regulatory Oversight Committe
162、e(since July 28,2022,formerly Integrity Committee):Dr.Dagmar Valcrcel,Chairperson,Dr.Paul Achleitner(until May 19,2022),Ludwig Blomeyer-Bartenstein,Sigmar Gabriel,Timo Heider,Gabriele Platscher,Alexander Wynaendts(since May 19,2022)Compensation Control Committee:Professor Dr.Norbert Winkeljohann,Cha
163、irman(since July 28,2022),Alexander Wynaendts,Chairman(from May 19,2022 to July 28,2022),member(since July 28,2022),Dr.Paul Achleitner,Chairman(until May 19,2022),Dr.Gerhard Eschelbeck(until May 19,2022),Detlef Polaschek,Bernd Rose,Dr.Dagmar Valcrcel,Frank Werneke Strategy and Sustainability Committ
164、ee(since December 15,2022,formerly Strategy Committee):John Alexander Thain,Chairman,Dr.Paul Achleitner(until May 19,2022),Mayree Clark,Timo Heider,Henriette Mark(until March 31,2022),Detlef Polaschek,Michele Trogni,Stefan Viertel(since July 28,2022),Frank Werneke,Alexander Wynaendts(since May 19,20
165、22)Technology,Data and Innovation Committee:Michele Trogni,Chairperson,Dr.Paul Achleitner(until May 19,2022),Jan Duscheck,Dr.Gerhard Eschelbeck(until May 19,2022),Timo Heider(until July 28,2022),Martina Klee,Bernd Rose,Yngve Slyngstad(since July 28,2022),Frank Witter(until July 28,2022),Alexander Wy
166、naendts(since May 19,2022)The Report of the Supervisory Board provides information on the concrete work of the committees over the preceding financial year.In addition to the eight standing committees,the Mediation Committee,which is required by German law,makes proposals to the Supervisory Board on
167、 the appointment or dismissal of members of the Management Board in cases where the Supervisory Board is unable to reach a two-thirds majority decision.The Mediation Committee only meets if necessary.Its members are or were:Alexander Wynaendts,Chairman(since May 19,2022),Dr.Paul Achleitner,Chairman(
168、until May 19,2022),Detlef Polaschek,Frank Werneke and Professor Dr.Norbert Winkeljohann.Share Plans For information on the employee share plans,please refer to the additional Note 33“Employee Benefits”to the Consolidated Financial Statements.16 Deutsche Bank Corporate Governance Report 2022 Reportin
169、g and Transparency Directors Share Ownership Reporting and Transparency Directors Share Ownership Management Board:For information on the share ownership of the Management Board,please refer to our detailed Compensation Report in the Management Report.Supervisory Board:The members of our Supervisory
170、 Board held the following numbers of our shares and share awards under our employee share plans.Members of the Supervisory Board Number of shares Number of share awards Alexander Wynaendts 0 0 Ludwig Blomeyer-Bartenstein 5,490 4,7351 Mayree Clark 109,444 0 Jan Duscheck 0 0 Manja Eifert 103 10 Sigmar
171、 Gabriel 0 0 Timo Heider 0 0 Martina Klee 2,781 10 Gabriele Platscher 1,684 10 Detlef Polaschek 1,934 10 Bernd Rose 0 0 Yngve Slyngstad 0 0 John Alexander Thain 100,000 0 Michele Trogni 15,000 0 Dr.Dagmar Valcrcel 0 0 Stefan Viertel 1,007 0 Dr.Theodor Weimer 108,000 0 Frank Werneke 0 0 Professor Dr.
172、Norbert Winkeljohann 0 0 Frank Witter 0 0 Total 345,443 4,775 1 Restricted Equity Awards.Mr.Blomeyer-Bartenstein has an entitlement linked to 4,735 shares through Restricted Equity Awards as part of his variable compensation.These become due for disbursal from 2023 to 2027.As of February 10,2023,the
173、 members of the Supervisory Board held 345,443 shares,which is less than 0.02%of the shares issued as of the reporting day.The“Number of share awards”column in the table lists share awards granted under the Global Share Purchase Plan to Supervisory Board members who are employees of Deutsche Bank(“M
174、atching Awards”),which are scheduled to be delivered to them on November 1,2023,as well as Restricted Equity Awards(deferred share awards),which are granted to employees with deferred variable compensation.The Restricted Equity Awards are indicated with a footnote in the table,and further details on
175、 them as a compensation instrument are provided in the“Employee compensation report”.As described in the“Management Report:Compensation Report:Compensation system for Supervisory Board members”,25%of each members compensation for services as a member of the Supervisory Board for a given prior year i
176、s,rather than being paid in cash,converted into notional shares of Deutsche Bank AG in February of the following year.The cash value of the notional shares is paid to the members in February of the year following their departure from the Supervisory Board or the expiration of their term of office,ba
177、sed on the market price of the Deutsche Bank share near the payment date.The Compensation Report on the preceding financial year and the auditors report pursuant to Section 162 of the German Stock Corporation Act(AktG),the currently applicable compensation system pursuant to Section 87a(1)and(2)sent
178、ence 1 AktG as well as the last resolution on compensation pursuant to Section 113(3)AktG are available from the banks website (under the Investor Relations headings“Reports and Events”,“Annual Reports”).Related Party Transactions For information on related party transactions please refer to Note 36
179、“Related party transactions“.17 Deutsche Bank Auditing and Controlling Corporate Governance Report 2022 Audit Committee Financial Expert Auditing and Controlling Audit Committee Financial Expert The Supervisory Board determined that the following members of the Audit Committee are“Audit Committee Fi
180、nancial Experts*,as such term is defined by the implementation rules of the U.S.Securities and Exchange Commission issued pursuant to Section 407 of the Sarbanes-Oxley Act of 2002:Dr.Dagmar Valcrcel,Dr.Theodor Weimer,Professor Dr.Norbert Winkeljohann,Frank Witter and Alexander Wynaendts.These Audit
181、Committee Financial Experts are“independent”of the bank,as defined in Rule 10A-3 under the U.S.Securities Exchange Act of 1934.Furthermore,the Supervisory Board determined in accordance with Sections 107(4)and 100(5)of the Stock Corporation Act(AktG)and Section 25d(9)of the German Banking Act(KWG)th
182、at Dr.Dagmar Valcrcel,Dr.Theodor Weimer,Professor Dr.Norbert Winkeljohann,Frank Witter and Alexander Wynaendts have expert knowledge in financial accounting and the auditing of financial statements.Dr.Dagmar Valcrcel has expertise in the areas of accounting and auditing through her many years of exp
183、erience as Chair of the Management Board of Andbank Asset Management Luxembourg S.A.and Barclays Vida y Pensiones,S.A.U.and through her current work as member of the Board of Directors of Antin Infrastructure Partners S.A.Dr.Theodor Weimer has expertise in the areas of accounting and auditing throug
184、h his many years of experience as Chief Executive Officer of HypoVereinsbank/UniCredit AG and as a former member of the Audit Committee of ERGO Gruppe AG as well as through his current work as Chairman of the Executive Board of Deutsche Brse AG.Professor Dr.Norbert Winkeljohann has expertise in the
185、areas of accounting and auditing through his education and training as an auditor and his many years of experience as an auditor at various auditing firms and as Chairman of the Management Board of PwC Europe SE.Frank Witter has expertise in the areas of accounting and auditing through his many year
186、s of experience as Chief Financial Officer of Volkswagen AG and as Chairman of the Board of Management of Volkswagen Financial Services AG.Alexander Wynaendts has expertise in the areas of accounting and auditing through his many years of experience as Chief Executive Officer and Chairman of the Man
187、agement and Executive Boards of Aegon N.V.Compensation Control Committee Compensation Expert Pursuant to Section 25d(12)of the German Banking Act(KWG),at least one member of the Compensation Control Committee must have sufficient expertise and professional experience in the field of risk management
188、and risk controlling,in particular,with regard to the mechanisms to align compensation systems to the companys overall risk appetite and strategy and the banks capital base.Based on the recommendation of the Compensation Control Committee,the Supervisory Board resolved to specify by name Dr.Dagmar V
189、alcrcel,Alexander Wynaendts and Professor Dr.Norbert Winkeljohann as Compensation Control Committee Compensation Experts.All of them have expertise and professional experience in the field of risk management and risk controlling,in particular with regard to mechanisms to align the compensation syste
190、ms to the companys overall risk appetite and strategy and its capital base.They therefore fulfill the requirements of Section 25d(12)of the German Banking Act(KWG).Dr Valcrcel has comprehensive legal experience with compensation frameworks,including reputational risks,from her time as,among other th
191、ings,Head of the Legal Department of Barclays PLC for Western Europe.Based on their years of experience as Management Board Chairman and/or Chief Executive Officer,Alexander Wynaendts and Professor Dr.Norbert Winkeljohann have sufficient expertise and professional experience in the area of risk mana
192、gement and risk controlling.18 Deutsche Bank Auditing and Controlling Corporate Governance Report 2022 Values and leadership principles of Deutsche Bank AG and Deutsche Bank Group Values and leadership principles of Deutsche Bank AG and Deutsche Bank Group Deutsche Bank Group Code of Conduct and Cod
193、e of Ethics for Senior Financial Officers Deutsche Bank Groups Code of Conduct sets out Deutsche Bankss purpose,values and beliefs and minimum standards of conduct that we expect all members of our Management Board and employees to follow.These values and standards govern employee interactions with
194、our clients,competitors,business partners,government and regulatory authorities,and shareholders,as well as with other employees.In addition,the Code forms the cornerstone of our policies,which provide guidance on compliance with applicable laws and regulations.In accordance with Section 406 of the
195、Sarbanes-Oxley Act of 2002,the bank adopted a Code of Ethics for Senior Financial Officers of Deutsche Bank AG and Deutsche Bank Group with special obligations that apply to the“Senior Financial Officers”,which currently consist of Deutsche Banks Chairman of the Management Board and the Chief Financ
196、ial Officer as well as certain other Senior Financial Officers.There were no amendments or waivers to this Code of Ethics in 2022.The current versions of the Code of Conduct as well as the Code of Ethics for Senior Financial Officers of Deutsche Bank AG and Deutsche Bank Group are available from Deu
197、tsche Banks website: Governance at Deutsche Bank AG and Deutsche Bank Group Deutsche Bank established a Group Governance function to define,implement and monitor the corporate governance framework of Deutsche Bank AG and Deutsche Bank Group and to perform this governance function throughout the Grou
198、p.Group Governance addresses corporate governance issues in Deutsche Bank AG and Deutsche Bank Group,while focusing closely on clear organizational structures aligned to the key elements of good corporate governance.Deutsche Bank AG and Deutsche Bank Group are committed to ensuring a corporate gover
199、nance framework in accordance with international standards and statutory provisions.In support of this objective,Deutsche Bank AG and Deutsche Bank Group have instituted clear corporate governance principles.Further details on corporate governance are published on Deutsche Banks website( Deutsche Ba
200、nk Auditing and Controlling Corporate Governance Report 2022 Principal accountant fees and services Principal accountant fees and services In accordance with German law,our principal accountant is appointed at our Annual General Meeting based on a recommendation of our Supervisory Board.The Audit Co
201、mmittee of our Supervisory Board prepares such a recommendation.Subsequent to the principal accountants appointment,the Audit Committee awards the contract and in its sole authority approves the terms and scope of the audit and all audit engagement fees as well as monitors the principal accountants
202、independence.Ernst&Young GmbH Wirtschaftsprfungsgesellschaft(EY“)was our principal accountant for the 2021 and 2022 fiscal years,respectively.The tables set forth below contain the aggregate fees billed for each of the last two fiscal years by EY in each of the following categories:(1)Audit fees,whi
203、ch are fees for professional services for the audit of our annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years,(2)Audit-related fees,which are fees for assurance and related ser
204、vices that are reasonably related to the performance of the audit or review of our financial statements and are not reported as Audit fees,(3)Tax-related fees,which are fees for professional services rendered for tax compliance,tax consulting and tax planning,and(4)All other fees,which are fees for
205、products and services other than Audit fees,Audit-related fees and Tax-related fees.These amounts include expenses and exclude Value Added Tax(VAT).Fees billed by EY Fee category in m.2022 2021 Audit fees 59 54 Audit-related fees 8 8 Tax-related fees 0 1 All other fees 1 1 Total fees 1 68 64 The Aud
206、it fees include fees for professional services for the audit of our annual financial statements and consolidated financial statements and do not include audit fees for DWS and its subsidiaries that are not audited by EY.The Audit-related fees include fees for other assurance services required by law
207、 or regulations,in particular for financial service specific attestation,for quarterly reviews,for spin-off audits and for merger audits,as well as fees for voluntary assurance services,like voluntary audits for internal management purposes and the issuance of comfort letters.Our Tax-related fees in
208、clude fees for services relating to the preparation and review of tax returns and related compliance assistance and advice,tax consultation and advice relating to Group tax planning strategies and initiatives and assistance with assessing compliance with tax regulations.Under SEC regulations,the pri
209、ncipal accountant fees are required to be presented as follows:audit fees were 61 million in 2022 compared to 56 million in 2021,audit-related fees were 6 million in 2022 compared to 6 million in 2021,tax-related fees were 0 million in 2022 compared to 1 million in 2021,and all other fees were 1 mil
210、lion in 2022 compared to 1 million in 2021.United States law and regulations,and our own policies,generally require that all engagements of our principal accountant be pre-approved by our Audit Committee or pursuant to policies and procedures adopted by it.Our Audit Committee has adopted the followi
211、ng policies and procedures for consideration and approval of requests to engage our principal accountant to perform non-audit services.Engagement requests must in the first instance be submitted to the Accounting Engagement Team.If the request relates to services that would impair the independence o
212、f our principal accountant,the request must be rejected.Our Audit Committee has given its pre-approval for specified assurance,financial advisory and tax services,provided the expected fees for any such service do not exceed 1 million.If the engagement request relates to such specified pre-approved
213、services,it may be approved by the Accounting Engagement Team and must thereafter be reported to the Audit Committee.If the engagement request relates neither to prohibited non-audit services nor to pre-approved non-audit services,it must be forwarded to the Audit Committee for consideration.In addi
214、tion,to facilitate the consideration of engagement requests between its meetings,the Audit Committee has delegated approval authority to several of its members who are“independent”as defined by the Securities and Exchange Commission and the New York Stock Exchange.Such members are required to report
215、 any approvals made by them to the Audit Committee at its next meeting.Additionally,United States law and regulations permit the pre-approval requirement to be waived with respect to engagements for non-audit services aggregating to no more than five percent of the total amount of revenues we paid t
216、o our principal accountant,if such engagements were not recognized by us at the time of engagement and were promptly brought to the attention of our Audit Committee or a designated member thereof and approved prior to the completion of the audit.In 2021 and 2022,the percentage of the total amount of
217、 revenues we paid to our principal accountant for non-audit services that was subject to such a waiver was less than 5%for each year.20 Deutsche Bank Compliance with the German Corporate Governance Code Corporate Governance Report 2022 Declaration pursuant to Section 161 German Stock Corporation Act
218、(AktG)(Declaration of Conformity 2022)Compliance with the German Corporate Governance Code Declaration pursuant to Section 161 German Stock Corporation Act(AktG)(Declaration of Conformity 2022)In updating the Declaration of Conformity issued on October 28,2021,the Management Board and Supervisory Bo
219、ard of Deutsche Bank AG approved the following Declaration of Conformity on October 26,2022.“The Management Board and Supervisory Board of Deutsche Bank Aktiengesellschaft state pursuant to Section 161 German Stock Corporation Act(AktG):1.The last Declaration of Conformity was issued on October 28,2
220、021.As of this date on,Deutsche Bank Aktiengesellschaft complied with the recommendations of the“Government Commission on the German Corporate Governance Code”in the version of the Code dated December 16,2019,and published in the Federal Gazette(Bundesanzeiger)on March 20,2020,without deviations.The
221、 German Corporate Governance Code limits the applicability of the Codes recommendations to credit institutions and insurance companies to the extent that the recommendations apply to them insofar as there are no statutory provisions to the contrary.Deutsche Bank Aktiengesellschaft last reported thes
222、e statutory regulations and the effects for the Declaration of Conformity in its Corporate Governance Statement in the Annual Report 2021.2.On April 28,2022,the“Government Commission on the German Corporate Governance Code”submitted a new version of the Code,which was published in the Federal Gazett
223、e(Bundesanzeiger)on June 27,2022.Deutsche Bank Aktiengesellschaft complies with all of the recommendations applicable to it and will comply with them in the future,with the following deviation:With regard to recommendation G.10,second sentence,according to which long-term variable remuneration compo
224、nents shall be accessible to a Management Board member only after a period of four years.The compensation system for the Management Board provides that the long-term components of variable compensation vest over a deferral period of five years.As this involves share-based compensation elements,these
225、 are subject to an additional holding period of one year after their vesting.With regard to the structure of the deferral period,the Supervisory Board resolved in February 2022 that Management Board members will in future already be able to dispose over a first part after three years and over the la
226、st part of the long-term component after six years.The Supervisory Board thus remains within the requirements for financial institutions set out in the Remuneration Ordinance for Institutions(Institutsvergtungsverordnung).We do not consider a further tightening of the bank-specific regulatory requir
227、ements to be appropriate.Although the Management Board members will not be able to dispose over the first part of the long-term component granted for the 2021 financial year until 2025,we already today declare an exception to the recommendation.Frankfurt am Main,in October 2022 The Management Board
228、The Supervisory Board of Deutsche Bank Aktiengesellschaft of Deutsche Bank Aktiengesellschaft”21 Deutsche Bank Compliance with the German Corporate Governance Code Corporate Governance Report 2022 Inapplicable Code recommendations due to the precedence of statutory provisions Inapplicable Code recom
229、mendations due to the precedence of statutory provisions Pursuant to the recommendation in Section F.4 of the German Corporate Governance Code in the version of April 28,2022,companies subject to special legal regulations shall specify in the Corporate Governance Statement which Code recommendations
230、 were not applicable due to over-riding legal stipulations.For Deutsche Bank Aktiengesellschaft,this currently applies to the recommendation in Section D.5 of the German Corporate Governance Code in the version of April 28,2022,which states that the Supervisory Board shall form a Nomination Committe
231、e which is composed exclusively of shareholder representatives.Deutsche Bank Aktiengesellschaft,as a supervised credit institution,is subject to the special legal regulations of the German Banking Act(KWG).The Supervisory Board of Deutsche Bank Aktiengesellschaft established a Nomination Committee i
232、n accordance with Section 25d(11)of the German Banking Act(KWG)whose tasks are to support the Supervisory Board in the following tasks:identifying candidates to fill a position on the Management Board and preparing proposals for the election of members of the Supervisory Board drawing up an objectiv
233、e to promote the representation of the under-represented gender on the Supervisory Board as well as a strategy for achieving this the regular assessment,to be performed at least once a year,of the structure,size,composition and performance of the Management Board and of the Supervisory Board and mak
234、ing recommendations regarding this to the Supervisory Board the regular assessment,to be performed at least once a year,of the knowledge,skills and experience of the individual members of the Management Board and of the Supervisory Board as well as of the respective body collectively and the review
235、of the Management Boards principles for selecting and appointing persons to the upper management level and the recommendations made to the Management Board in this respect The Nomination Committee to be established in accordance with the German Banking Act(KWG)therefore has numerous tasks that go be
236、yond the preparation of the election proposals for the shareholder representatives on the Supervisory Board.A general exclusion of a supervisory boards employee representatives from a membership on a committee is only admissible,according to prevailing opinion,if there is a material reason for this.
237、Whereas such a material reason can exist for a committee that solely handles the preparation of the proposals to the General Meeting for the election of shareholder representatives,a justification for the exclusion of employee representatives is lacking for a nomination committee with the range of t
238、asks assigned to it by the German Banking Act(KWG).Due to the Nomination Committees range of mandatory tasks stipulated by the German Banking Act(KWG)and the inadmissibility of discriminating against employee representatives in the composition of the committees,the recommendation in Section D.4 of t
239、he German Corporate Governance Code is therefore not applicable to Deutsche Bank Aktiengesellschaft.Nonetheless,in order to take this recommendation into account,Section 2(3)of the Terms of Reference for the Nomination Committee provides that the election proposals to the General Meeting are prepare
240、d only by the shareholder representatives on the Nomination Committee.22 Deutsche Bank Compliance with the German Corporate Governance Code Corporate Governance Report 2022 Goals for the proportion of women in management positions/gender quota Goals for the proportion of women in management position
241、s/gender quota As of the date of this Corporate Governance Statement,the percentage of women on the Supervisory Board of Deutsche Bank AG is 30%.The statutory minimum of 30%pursuant to Section 96(2)of the German Stock Corporation Act(AktG)is thereby fulfilled.On July 27,2017,the Supervisory Board se
242、t a goal of at least 20%for the percentage of female members of the Management Board as of June 30,2022.For a Management Board size of between eight and 12 members,this corresponds to two women.With Christiana Riley and Rebecca Short on the Management Board this goal has already been met since May 1
243、,2021.The current German Act to Supplement and Amed Regulations on the Equal Participation of Women and Men in Management Positions in the Private and Public Sectors(Equal Participation Act II(FPoG II)requires that at least one woman and one man be appointed to a management board with more than thre
244、e members however no additional goals must be set.With two women on the Management Board the bank exceeded this requirement as of December 31,2022.Deutsche Bank is firmly convinced that an improved gender balance in leadership roles will meaningfully contribute to its future success.In accordance wi
245、th the legal framework conditions and based on the banks own strategy on diversity,equity and inclusion the bank is working on making progress on its ambitious goals of the“35 by 25”program that the Management Board set on May 4,2021.The goals for the representation of women on the two management le
246、vels below the Management Board are now for at least 30%women on the first management level and at least 30%women on the second management level below the Management Board.These goals are to be reached by December 31,2025.The population of staff on the first management level below the Management Boa
247、rd comprises Managing Directors and Directors who report directly to the Management Board and managers with comparable responsibilities.The population of staff on the second management level comprises Managing Directors and Directors who report to the first management level.Implementing German gende
248、r quota legislation at Deutsche Bank AG Dec 31,2022 Dec 31,2021 Dec 31,2020 Goal Result Result Result Level(headcount,in%)1 Supervisory Board 30.0 30.0 30.0 30.0 Management Board2 20.0 20.0 20.0 10.0 Management Board level-13 30.0 17.1 20.0 20.0 Management Board level-23 30.0 29.6 27.5 23.9 1 Pursua
249、nt to Germanys Act on the Equal Participation of Women and Men in Management Positions in the Private and Public Sectors.2 Goal reflects June 2022.3 Goal reflects December 2025.As of December 31,2022,the proportion of women was 17,1%(2021:20%)on the first management level below the Management Board
250、and 29,6%(2021:27,5%)on the second management level below the Management Board.While the Groups commitment to increase the representation of women in senior management positions is global,the Groups implementation is local.Each region,each business has its own diversity and inclusion needs because c
251、ultures and current social challenges differ from nation to nation and from business area to business area.However,the Management Board remains committed to these goals and focused initiatives are put in place to accelerate change.These initiatives impact the full lifecycle of people spanning across
252、 talent attraction,talent development,talent retention and promotion.Within this framework,the banks decisions on promotions and appointments are aligned,in particular,to the suitability of the candidates for the respective roles,their demonstrated performance and their future potential.In line with
253、 our basic diversity concept,the bank also take into account the knowledge and skills required for the proper performance of tasks and the necessary experience of the employees for the composition of the two levels below the Management Board.23 Deutsche Bank Compliance with the German Corporate Gove
254、rnance Code Corporate Governance Report 2022 Diversity concept Diversity concept As an integral part of our strategy as a leading European bank with a global reach and a strong home market in Germany,Diversity is a decisive factor for our success.Diversity,equity and inclusion help Deutsche Bank in
255、forming and strengthening relationships with our clients and partners in the societies where we do business.Age and gender as well as educational and professional backgrounds have long been accepted as key aspects of our far more comprehensive understanding of diversity at Deutsche Bank.The bank wer
256、e convinced that diversity,equity and inclusion stimulate innovation,for example,and help us to take more balanced decisions and thus play a decisive role for the success of Deutsche Bank.diversity and Inclusion are therefore integral components of the banks values and beliefs and its Code of Conduc
257、t.The Supervisory Board and Management Board strive to and should serve as role models for the bank regarding diversity,equity and inclusion.In accordance with our values and beliefs specified above,diversity in the composition of the Supervisory Board and the Management Board also facilitates the p
258、roper performance of the tasks and duties assigned to them by law,Articles of Association and Terms of Reference.Based on Deutsche Banks understanding of diversity,equity and inclusion,the values and beliefs and the measures described in the following for their implementation also apply to the exten
259、t legally admissible to the Supervisory Board and the Management Board of Deutsche Bank AG.The Supervisory Board considers diversity in the company,in particular,when filling positions on the Management Board and Supervisory Board.On December 15,2022,the Supervisory Board of Deutsche Bank AG updated
260、 the Suitability Guideline for selecting members of the Supervisory Board and Management Board of Deutsche Bank AG,which also continues to comprise diversity principles.This Suitability Guideline implements the“Guidelines on the assessment of the suitability of members of the management body and key
261、 function holders”issued jointly by the European Banking Authority and European Securities and Markets Authority.Diversity concept for the Supervisory Board The diversity concept for the Supervisory Board and its implementation are described above in the section“Objectives for the composition of the
262、 Supervisory Board,Profile of Requirements,diversity concept and status of implementation”.Diversity concept and succession planning for the Management Board Through the composition of the Management Board,it is to be ensured that its members have,at all times,the required knowledge,skills and exper
263、ience necessary to properly perform their tasks.Accordingly,when selecting members for the Management Board,care is to be taken that they collectively have sufficient expertise and diversity within the meaning of our objectives specified above.Furthermore,the Supervisory Board and the Management Boa
264、rd should ensure long-term succession planning.The current German Act to Supplement and Amend Regulations on the Equal Participation of Women and Men in Management Positions in the Private and Public Sectors(Equal Participation Act II(FPoG II)requires that at least one woman and one man be appointed
265、 to a management board with more than three members;however,no additional goals must be set.The bank exceeded this requirement as of December 31,2022.In general,a Management Board member should not be older at the end of his or her appointment period than the regular retirement age according to the
266、rules of the statutory pension insurance scheme applicable in Germany for the long-term insured to claim an early retirement pension.24 Deutsche Bank Compliance with the German Corporate Governance Code Corporate Governance Report 2022 Diversity concept Implementation In accordance with the law,the
267、Articles of Association and Terms of Reference,the Supervisory Board adopted one candidate profile for the members of the Management Board,based on a proposal from the Nomination Committee.This profile take into account an“Expertise and Capabilities Matrix”,specifying,among other things,the required
268、 knowledge,skills and experience to perform the tasks as Management Board member,in order to successfully develop and implement the banks strategy in the respective market or the respective division and as a management body collectively.The Management Board reviews succession plans for Management Bo
269、ard positions,both individually and as a group.Individual succession plans are reviewed and internal succession candidates are discussed in detail based on potential,leadership,fit and proper suitability.As gender diversity is a key focus of Deutsche Bank respective succession metrics and data analy
270、tics support this process.After approval by the Management Board these plans are submitted to the Nomination Committee and the Supervisory Board in principle at a meeting for extensive deliberation.In identifying candidates to fill a position on the banks Management Board,the Supervisory Boards Nomi
271、nation Committee takes into account the appropriate diversity balance of all Management Board members collectively.Furthermore,it also considers the targets set by the Supervisory Board in accordance with statutory requirements for the percentage of women on the Management Board.The Nomination Commi
272、ttee supports the Supervisory Board with the periodic assessment,to be performed at least once a year,of the knowledge,skills and experience of the individual members of the Management Board and of the Management Board in its entirety.Results achieved in the 2022 financial year At the end of the fin
273、ancial year,the Management Board comprised two women(20%)and eight men.The target of 20%of the members or two women adopted for June 30,2022,for the Management Board was met.As of the date of this Corporate Governance Statement,the Management Board of Deutsche Bank AG comprised two women and eight m
274、en.The age structure is diverse,ranging from 44 to 57 years of age as of the date of this Corporate Governance Statement.As The length of experience as member of the Management Board of Deutsche Bank of the date of this Corporate Governance Statement ranged from less than one year to around ten year
275、s.Also with our strategy in mind of being a leading European bank with a global reach and a strong home market in Germany,six of the ten Management Board members as of the date of this Corporate Governance Statement have a German background.Furthermore,in the Management Board Italy,the United Kingdo
276、m,France,Australia,New Zealand and the USA are represented as nationalities.However,the ethnic diversity of the Management Board does not currently reflect the full diversity of the markets where we do business or the diversity of our employees.The diverse range of the members educational and profes
277、sional backgrounds includes banking,business administration,economics,law,linguistics and engineering.The bank transparently reports on Management Board diversity in addition to the information presented above in this Corporate Governance Report in the section“Management Board and Supervisory Board:Management Board”as well as on the banks website:(Heading:Investor Relations,“Corporate Governance”,“Management Board”).