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1、Compensation Report 2022Deutsche Bank1 Deutsche Bank Compensation Report 2022 Compensation Report Introduction.2 Compensation Report for the Management Board and the Supervisory Board.2 Employee Compensation Report.2 Compensation of the Management Board.3 Principles for Management Board Compensation
2、.3 Responsibility and procedures for setting and reviewing Management Board compensation.3 Guiding principle:Alignment of Management Board compensation to corporate strategy.3 Compensation principles.4 Compensation-related developments in 2022.4 Development of business and alignment of Management Bo
3、ard compensation to corporate strategy in 2022.4 Management Board Changes and Compensation Decisions in 2022.5 Approval of the Compensation Report 2021 by the Annual General Meeting 2022.6 Improvements compared to the Compensation Report 2021.6 Principles governing the determination of compensation.
4、7 Structure of the Management Board compensation system.7 Composition of the target total compensation and maximum compensation.8 Application of the compensation system in the financial year.10 Fixed compensation.10 Variable compensation.10 Appropriateness of Management Board compensation and compli
5、ance with the set maximum compensation.25 Deferrals and holding periods.26 Backtesting,malus and clawback.27 Information on shares and fulfilling the share ownership obligation(Shareholding Guidelines).28 Benefits as of the end of the mandate.29 Benefits upon early termination.30 Other service contr
6、act provisions.30 Deviations from the compensation system.31 Management Board compensation 2022.32 Current Management Board members.32 Former members of the Management Board.36 Outlook for the 2023 financial year.37 Total target compensation and maximum compensation.37 2023 objective structure and t
7、argets.37 Compensation of members of the Supervisory Board.39 Supervisory Board Compensation for the 2022 and 2021 financial years.39 Comparative presentation of compensation and earnings trends.42 Independent auditors report.44 Responsibilities of the executive directors and the supervisory board.4
8、4 Auditors responsibility.44 Opinion.44 Other matter formal audit of the remuneration report.44 Limitation of liability.45Compensation of the employees(unaudited).46 Regulatory environment.46 Compensation governance.47 Compensation and Benefits Strategy.48 Group Compensation Framework.49 Employee gr
9、oups with specific compensation structures.50 Determination of performance-based variable compensation.51 Variable compensation structure.52 Ex-post risk adjustment of variable compensation.53 Compensation decisions for 2022.54 Material Risk Taker compensation disclosure.55 2 Deutsche Bank Introduct
10、ion Compensation Report 2022 Compensation Report for the Management Board and the Supervisory Board Introduction The Compensation Report for the year 2022 provides detailed information on compensation in Deutsche Bank Group.Compensation Report for the Management Board and the Supervisory Board The C
11、ompensation Report for the Management Board and the Supervisory Board for the 2022 financial year was prepared jointly by the Management Board and the Supervisory Board of Deutsche Bank Aktiengesellschaft(hereinafter:Deutsche Bank AG or the bank)in accordance with Section 162 of the German Stock Cor
12、poration Act.The Compensation Report describes the fundamental features of the compensation systems for Deutsche Banks Management Board and Supervisory Board and provides information on the compensation granted and owed by Deutsche Bank in the 2022 financial year to each incumbent or former member o
13、f the Management Board and Supervisory Board.The Compensation Report fulfills the current legal and regulatory requirements,in particular of Section 162 of the German Stock Corporation Act and the Remuneration Ordinance for Institutions(InstitutsVergV)and takes into account the recommendations set o
14、ut in the German Corporate Governance Code(GCGC).It is also in compliance with the applicable requirements of the accounting rules for capital market-oriented companies(German Commercial Code(HGB),International Financial Reporting Standards(IFRS)as well as the guidelines issued by the working group
15、Guidelines for Sustainable Management Board Remuneration Systems.Employee Compensation Report This part of the compensation report discloses information with regard to the compensation system and structure that applies to the employees in Deutsche Bank Group.The report provides details on the Group
16、Compensation Framework and it outlines the decisions on Variable Compensation for 2022.Furthermore,this part contains quantitative disclosures specific to employees identified as Material Risk Takers(MRTs)in accordance with the Remuneration Ordinance for Institutions(Institutsvergtungsverordnung Ins
17、tVV).3 Deutsche Bank Compensation of the Management Board Compensation Report 2022 Principles for Management Board Compensation Compensation of the Management Board Principles for Management Board Compensation Responsibility and procedures for setting and reviewing Management Board compensation The
18、Supervisory Board as a whole is responsible for the decisions on the design of the compensation system as well as for setting the individual compensation amounts and procedures for awarding the compensation.The Compensation Control Committee supports the Supervisory Board in its tasks of designing a
19、nd monitoring the implementation of the system and prepares proposals for resolutions for the Supervisory Board.As necessary,the Compensation Control Committee issues recommendations for the Supervisory Board to make adjustments to the system.In the case of significant changes,but at least every fou
20、r years,the compensation system for the Management Board is submitted to the General Meeting for approval in accordance with Section 120a(1)of the German Stock Corporation Act.The compensation system was last approved by the General Meeting 2021 by a majority of 97.76%.On the basis of the approved c
21、ompensation system,the Supervisory Board sets the target total compensation for each Management Board member for the respective financial year,while taking into account the scope and complexity of the respective Management Board members functional responsibilities,the length of service of the Manage
22、ment Board member on the Management Board as well as the companys financial situation.In the process,the Supervisory Board also considers the customary market compensation,also based on both horizontal and vertical comparisons,and sets the upper limit for total compensation(maximum compensation)(add
23、itional information is provided in the section“Appropriateness of Management Board compensation and compliance with the set maximum compensation”).Guiding principle:Alignment of Management Board compensation to corporate strategy Deutsche Bank aims to make a positive contribution to its clients,empl
24、oyees,investors and society in general by fostering economic growth and social progress.Deutsche Bank would like to offer its clients solutions and provide an active contribution to foster the creation of value by its clients.This approach is also intended to ensure that Deutsche Bank is competitive
25、 and profitable and can operate on the basis of a strong capital and liquidity position.Deutsche Bank is committed to a corporate culture that appropriately aligns risks and revenues.Building on a stable and promising foundation with a balanced business model,prudent risk management and a strong bal
26、ance sheet,Deutsche Bank has outlined its strategy for the Group for the period up to 2025 at the Investor Deep Dive in March 2022 aiming for sustainable profitable growth.The aim is an average annual revenue growth of 3.5 to 4.5%.At the same time,there is a commitment to remain disciplined on costs
27、 to free up capacity for investments and improving the operational leverage.The aim is to push the cost/income ratio below 62.5%by 2025 while at the same time generating an attractive return on tangible equity above 10%.The capital distribution objectives are to be achieved through a combination of
28、dividends and share repurchases,with a payout ratio of 50%from 2025 onwards.The bank will continue to focus on conduct and controls and follow a clear management agenda to change the way of working,to become even more innovative and to remain an employer of choice.In the interests of the shareholder
29、s,the Management Board compensation system is aligned to the business strategy as well as the sustainable and long-term development of Deutsche Bank and provides suitable incentives for a consistent achievement of the set targets.Through the composition of total compensation comprising fixed and var
30、iable compensation components,through the assessment of performance across short-term and long-term periods and through the consideration of relevant,challenging performance parameters,the implementation of the Group strategy and the alignment with the sustainable and long-term performance of the Gr
31、oup are rewarded in a clear and understandable manner.The structure of the targets and objectives therefore comprises a balanced mix of both financial and non-financial parameters and indicators.Through the structuring of the compensation system,the members of the Management Board are motivated to a
32、chieve the targets and objectives linked to Deutsche Banks strategy,to work individually and as a team continually towards the long-term positive development of Deutsche Bank,without taking on disproportionately high risks.The Supervisory Board thus ensures there is always a strong link between comp
33、ensation and performance in line with shareholder interests(“pay for performance connection”).4 Deutsche Bank Compensation of the Management Board Compensation Report 2022 Compensation-related developments in 2022 Compensation principles The design of the compensation system and thus the assessment
34、of individual compensation amounts are based on the compensation principles outlined below.The Supervisory Board takes them into consideration when adopting its resolutions in this context:Corporate strategy The compensation system for the Management Board members is closely linked to Deutsche Banks
35、 strategy,thereby focusing their work on its implementation and the long-term positive development of the Group,without taking disproportionate risks.Shareholders interests The interests of shareholders are always taken into account when designing the specific structure of the compensation system,de
36、termining individual compensation amounts and structuring the means of compensation allocation and delivery.Individual and collective objectives Setting individual,divisional and collective objectives fosters not only the sustainable and long-term development of each of the business divisions,infras
37、tructure areas or regions the Management Board members are responsible for,but also the performance of the Management Board as a collective management body.Long-term perspective A long-term link to Deutsche Banks performance is secured by setting a greater percentage of long-term objectives in compa
38、rison to short-term objectives and by granting variable compensation exclusively in deferred form and mostly as share-based compensation with vesting and holding periods of up to seven years.Sustainability Objectives in accordance with Deutsche Banks Environmental,Social and Governance(ESG)strategy
39、provide incentives for acting responsibly,also in the context of sustainability,and thus make an important contribution to Deutsche Banks long-term performance.Appropriateness and upper limits(caps)The appropriateness of the compensation amounts is ensured through the review of the compensation base
40、d on a horizontal comparison with peers and a vertical comparison with the workforce as well as suitable compensation caps on the achievable variable compensation and maximum compensation.Transparency By avoiding unnecessary complexity in the structures and through clear and understandable reporting
41、,the transparency of the compensation system is increased in accordance with the expectations of investors and the public as well as the regulatory requirements.Governance The structuring of the compensation system and the assessment to determine the individual compensation take place within the fra
42、mework of the statutory and regulatory requirements.Compensation-related developments in 2022 Development of business and alignment of Management Board compensation to corporate strategy in 2022 Management Board compensation is closely aligned to Deutsche Banks strategic targets.All the individual a
43、nd collective objectives agreed with the Management Board members as well as their assessment parameters for the 2022 financial year were discussed by the Compensation Control Committee at the beginning of the year and subsequently resolved on by the Supervisory Board.The objectives serve overall in
44、 fostering the strategic transformation of the Group.The achievement levels determined for the objectives for the 2022 financial year at the beginning of the year 2023 reflect the extent to which the individual objectives were achieved and thus contributed to the Banks performance.Over the past thre
45、e and a half years Deutsche Bank has managed to transform itself under the management team.By refocusing the business around core strengths,the bank has become significantly more profitable,better balanced and more cost-efficient.Thanks to disciplined execution of the strategy,the bank has been able
46、 to support its clients through highly challenging conditions,proving its resilience with strong risk discipline and sound capital management.Profit before tax amounted to 5.6 billion at the end of 2022.This is an increase of 65%over the previous year and the highest result for fifteen years.Post-ta
47、x return on tangible equity rose to 9.4%.Revenues increased by 7%to 27.2 billion on the back of increased client business.At the same time,Deutsche Bank has further reduced costs by 5%to 20.4 billion.The cost/income ratio fell from 85 to 75%for the full year.Reflecting the profitability of all busin
48、ess segments in 2022,the Corporate Bank and the Private Bank were the most important growth drivers with revenue increases of 23%and 11%respectively.Both divisions also achieved record profits.Corporate Bank net revenues were 6.3 billion in 2022,up 23%year on year,with 39%growth in net interest inco
49、me and 7%growth in commission and fee income.Private Bank net revenues were 9.2 billion,up 11%year on year.The Investment Banks continued success in Fixed Income and Currencies more than compensated for the slowdown in Origination&Advisory last year,and revenues increased by 4%.In Asset Management,r
50、evenues fell by 4%to 2.6 billion,less sharply than in almost all major markets.5 Deutsche Bank Compensation of the Management Board Compensation Report 2022 Compensation-related developments in 2022 The 2022 results demonstrate the benefits of Deutsche Banks transformation efforts.The bank delivered
51、 revenue growth in its core businesses and continued cost reductions.The risk provisions are in line with guidance,despite challenging conditions.Focused de-risking of the balance sheet has contributed to the solid capital ratio and the completion of the Capital Release Units journey marks a major m
52、ilestone in its transformation execution.The individual objectives are bundled in the short-term component(Short-Term Award(STA)and account for a share of 40%of the target total variable compensation.The Supervisory Board determined an achievement level for these components for the 2022 financial ye
53、ar of between 105.69%and 127.54%.The performance of the Management Board as a collective body is reflected in the long-term component(Long-Term Award(LTA),which accounts for a share of 60%of the target total variable compensation.Overall,the achievement level of the collective objectives based solel
54、y on the 2022 financial year was 86.29%.This achievement level accounts for 60%of the Long-Term Award to be granted for the 2022 financial year.30%will be for the 2023 financial year and 10%for the 2024 financial year.As achievement levels for prior years(at 30%from 2021 and 10%from 2020)also affect
55、ed the Long-Term Award for the 2022 financial year,the achievement level of this component for the 2022 financial year was 79.60%based on the weighted achievement levels of the three financial years.Details on the individual achievement levels are presented as an overview in this report under the he
56、ading“Application of the compensation system in the financial year”.Management Board Changes and Compensation Decisions in 2022 Stuart Lewis resigned as member of the Management Board and Chief Risk Officer with effect from the day of the General Meeting on May 19,2022.The appointment of his success
57、or,Olivier Vigneron,took place with effect from May 20,2022.Olivier Vigneron initially worked for Deutsche Bank as Senior Group Director(Generalbevollmchtigter),starting as of March 1,2022.As a result,a smooth transition of tasks and responsibilities of the Chief Risk Officer could be ensured.The Ma
58、nagement Board comprised 10 members throughout 2022 with a proportion of women of 20%.The Supervisory Board reviews the compensation levels of the members of the Management Board annually and regularly engages external compensation advisors to support the review,while assuring that these advisors ar
59、e independent from the Management Board and Deutsche Bank.In 2022,the Supervisory Board conducted a review of the compensation levels taking into account comparable companies(peer groups)with the support of the external compensation advisor.On the basis of the results of this review and taking into
60、account other aspects such as the duration of membership in the Management Board or changes in the area of responsibility within the Management Board,the Supervisory Board has taken the following compensation decisions in 2022:The overall target compensation for Olivier Vigneron in his capacity as m
61、ember of the Management Board and Chief Risk Officer was set at the level of compensation of other Management Board members with responsibly for an infrastructure area or a region.This corresponds to a target value of 6.5 million p.a.The total target compensation is therefore 7.14%below the total ta
62、rget compensation of his predecessor.In March 2022,James von Moltke was appointed President of Deutsche Bank AG in addition to his duties as Chief Financial Officer(CFO).This appointment leads to an extension in his area of responsibility within the Management Board and additional tasks.Taking into
63、account the extended area of responsibility and his senior membership in the Management Board already in the sixth year,the Supervisory Board decided to increase his total target compensation by 400k p.a.to 7.4 million p.a.with effect from 1 July 2022.This represents an increase of 5.71%.Fabrizio Ca
64、mpelli successfully took over responsibility for the Corporate Bank and the Investment Bank from Christian Sewing on 1 May 2021 in a smooth takeover.The review of the compensation levels by the external compensation advisor showed that his positioning within the two peer groups of the International
65、and European Banks with an overall target compensation of 6.5 million p.a.is lower compared to the positioning of the other Management Board members.In addition,his appointment as a member of the Management Board was extended for a further three years.For these reasons,the Supervisory Board decided
66、to increase the total target compensation to 7 million p.a.which represents an increase of 7.69%.The increase took effect at the same time as the extension of his appointment with effect from 1 November 2022.In 2022 the Management Board acknowledged that the use of non-authorized communication chann
67、els among staff represents a cultural shortcoming at Deutsche Bank.Therefore,the Management Board wanted so set a cultural signal and proposed to the Supervisory Board that,as part of performance management,this should have an impact on individual compensation.Thus,all Management Board members activ
68、e on 31 December 2021 agreed to reduce variable compensation for the financial year 2021 by each EUR 75,000.The reduction will be achieved through the reduction of the Restricted Incentive Awards due on 1 March 2023 in the amount above.6 Deutsche Bank Compensation of the Management Board Compensatio
69、n Report 2022 Compensation-related developments in 2022 When determining the variable compensation for the financial year 2022,the Supervisory Board took positive account of the financial milestones achieved and the contributions of the individual members of the Management Board to this success in t
70、heir performance evaluation.In addition,the Management Board has continued its remediation activities with strong commitment and with various measures taken to meet the high expectations of the regulators;however,despite recent progress,the Supervisory Board believes that the overall extended timeli
71、ne on which the remediation has taken place and the re-planning and/or missed milestones in certain areas need to be recognized in the Management Boards compensation.For this reason,the Supervisory Board,acting on a proposal from the Compensation Control Committee,reduced the individual achievement
72、level with regards to the Short-Term Award calculated on the basis of the individual performances by 5%for all members of the Management Board active in the financial year.Details on how to calculate the Short-Term Award are presented in this report under the heading“Application of the compensation
73、system in the financial year”.Approval of the Compensation Report 2021 by the Annual General Meeting 2022 The Compensation Report 2021 for members of the Management Board and Supervisory Board of Deutsche Bank as published on March 11,2022,was submitted to the ordinary General Meeting on May 19,2022
74、,for approval in accordance with Section 120a(4)of the German Stock Corporation Act.The General Meeting approved the Compensation Report with a majority of 88.03%.Improvements compared to the Compensation Report 2021 While last years Compensation Report was in principle well received by shareholders
75、,we constantly strive to improve the quality of the Groups reporting.In the interests of our shareholders,the bank provides more information this year and thus increases transparency by Providing further comprehensive rationale for decisions on changes related to Management Board compensation Enhanc
76、ing information on individual objectives including the overall achievement levels for each Management Boardmember Disclosing Balanced Scorecard Key Performance Indicators(KPIs)for the Chief Executive Officer(CEO)and the ChiefFinancial Officer(CFO)including overall achievement levels Introducing summ
77、aries of the performance assessment for the CEO and CFO for the Short-Term Award(STA)componentsof the individual objectives and the annual priorities Extending the Long-Term Award(LTA)table for the Group Component to include target/actual values and achievementlevels Providing a detailed overview of
78、 the 3-year assessment period showing the individual achievement grades to evaluate theoverall achievement level for each LTA component Providing an outlook on objectives to be set for 2023,including improvements on the compensation structures for theManagement Board with effect from 20237 Deutsche
79、Bank Compensation of the Management Board Compensation Report 2022 Principles governing the determination of compensation Principles governing the determination of compensation Structure of the Management Board compensation system The compensation system consists of fixed and variable compensation c
80、omponents.The fixed compensation and variable compensation together form the total compensation for a Management Board member.The Supervisory Board defines target and maximum amounts(caps)for all compensation components.Management Board Compensation System 2022 Components Objective Implementation Fi
81、xed Compensation Base salary The base salary rewards the Management Board member for performing the respective role and responsibilities.The fixed compensation is intended to ensure a fair and market-oriented income and to ensure that undue risks are avoided.In addition,Management Board members are
82、granted recurrent,fringe benefits and contributions for pension benefits.-Monthly payment;Annual base salary of between 2.4 million and 3.6 million Fringe benefits-Company car and driver services as well,if applicable moving expenses,housingallowance,insurance premiums and reimbursement of business
83、representationexpensesPension-A single and contractually agreed annually pension plan contribution or allowance of 650,000 for adequate pension provision Variable Compensation Short Term Award(STA)The STA rewards the individual value contribution of each member of the Management Board to achieving s
84、hort-and medium-term objectives in accordance with the corporate strategy.It consists of three elements,which are tailored to the role and responsibilities of the Management Board member and can be individually influenced by the level of achievement by the Management Board member.-40%of the total va
85、riable compensation with 3elements related to individual performance(1)Individual objectives(20%);(2)Individual Balanced Scorecard(10%);(3)Annual priorities(10%)-Maximum target level 150%-Assessment period 1 year-Earliest possible disbursement in 4 tranches in Restricted Incentive Awards(cash-based)
86、-1,3,5 and 7 years after being granted-Target amount for 100%achievement level:Between 1.640 million and 2.160 millionLong Term Award(LTA)Within the determination of the variable compensation,the focus is on achieving long-term objectives linked to the strategy.To underline this,the Supervisory Boar
87、d has set the focus on this component with a share of the LTA of 60%of the total variable target compensation.For the LTA,the Supervisory Board sets collective objectives for the members of the Management Board.An important part of the LTA is the ESG factor.Since its implementation in 2021 and furth
88、er development,Deutsche Banks sustainability strategy has been systematically linked to the Management Board compensation-60%of total variable compensation with 4 group targets(1)ESG factor(20%);(2)Relative total shareholder return(15%);(3)Organic capital growth(15%);(4)Group component(10%)-Maximum
89、target level 150%-Assessment period of 3 years with weightingsof 60%(Financial Year(FY),30%(FY+1),10%(FY+2)-Disbursement in 4 tranches exclusively in Restricted Equity Awards(share-based)earliest possible delivery after 2,3,4,5 yearsplus a holding period in each case of 1 yearafter grant-Target amou
90、nt for 100%Achievement level:Between 2.460 million and 3.240 million 8 Deutsche Bank Compensation of the Management Board Compensation Report 2022 Principles governing the determination of compensation Overview Detailed information on the compensation system for members of the Management Board of De
91、utsche Bank AG is available on the companys website:Compensation system for the Management Board Members from January 2021 onwards.Composition of the target total compensation and maximum compensation The Supervisory Board determines for each Management Board member a target(reference)total compensa
92、tion on the basis of the compensation system approved by the General Meeting.It also determines,in accordance with the recommendation of the German Corporate Governance Code,what relative proportions the fixed compensation on the one hand and short-term and long-term variable compensation on the oth
93、er hand have in the target total compensation.In this context,the Supervisory Board ensures in particular that the variable compensation linked to achieving long-term objectives exceeds the portion of variable compensation linked to short-term objectives.When setting the target total compensation fo
94、r each member of the Management Board,the Supervisory Board takes into account the scope and complexity of the respective Management Board members functional responsibility as well as the experience and length of service of the member on the Management Board.Furthermore,the compensation amounts are
95、reviewed for their appropriateness on the basis of market data for suitable peer groups.On the basis of these criteria,the Supervisory Board set the relative percentages for the compensation components within the target total compensation as follows:Relative shares of the total annual target compens
96、ation allocated to the different compensation components(%)Compensation components Relative share of total compensation in%Base Salary 33-37%Regular fringe benefits 1%Pension service costs/pension allowance 7-9%Short-Term Award 22-23%Long-Term Award 33-34%Reference total compensation 100%The compens
97、ation of the Management Board members is limited(capped)in several ways(maximum compensation).Pursuant to Section 25a(5)of the German Banking Act(Kreditwesengesetz KWG),the ratio of fixed to variable compensation is generally limited to 1:1(cap regulation),i.e.the amount of variable compensation mus
98、t not exceed that of fixed compensation,unless the shareholders of a bank resolve to increase the ratio of fixed to variable compensation to up to 1:2.The General Meeting in May 2014 made use of this possibility and increased the ratio to 1:2.9 Deutsche Bank Compensation of the Management Board Comp
99、ensation Report 2022 Principles governing the determination of compensation The Supervisory Board additionally limited the maximum possible achievement levels for the short-term objectives(STA)and long-term objectives(LTA)consistently to 150%of the target variable compensation.Furthermore,it specifi
100、ed an additional amount limit(cap)for the aggregate amount of base salary,STA and LTA of 9.85 million.This means that even with target achievement levels that would lead to higher compensation amounts,compensation is capped at a maximum of 9.85 million.After the target achievement level is assessed,
101、if the calculation should result in variable compensation or total compensation that exceeds one of the specified caps,the variable compensation is to be reduced.This is to take place through a pro rata reduction of the STA and LTA.Target and maximum amounts of base salary and variable compensation
102、2022 2021 in Base salary Short-Term Award Long-Term Award Total compensation1 Total compensation1 CEO Target value 3,600,000 2,160,000 3,240,000 9,000,000 9,000,000 Maximum value 3,600,000 3,240,000 4,860,000 9,850,000 9,850,000 Presidents2,3 Target value 3,000,000 1,760,000 2,640,000 7,400,000 7,40
103、0,000 Maximum value 3,000,000 2,640,000 3,960,000 9,600,000 9,600,000 Ordinary Board Member responsible for Corporate Bank and Investment Bank(CB&IB)3 Target value 2,800,000 1,680,000 2,520,000 7,000,000 6,500,000 Maximum value 2,800,000 2,520,000 3,780,000 9,100,000 8,550,000 All other Ordinary Boa
104、rd Members3 Target value 2,400,000 1,640,000 2,460,000 6,500,000 6,500,000 Maximum value 2,400,000 2,460,000 3,690,000 8,550,000 8,550,000 1 Limit the maximum total amount of basic salary and variable compensation to the upper limit set by the Supervisory Board.2 Presidents and Ordinary Board member
105、s responsible for Private Bank(PB)/Asset Management(AM)and Finance(CFO).3 For further details on compensation decision,please refer to chapter Management Board Changes and Compensation Decisions in 2022 in this report.In addition,in accordance with Section 87a(1)sentence 2 No.1 of the German Stock C
106、orporation Act,the Supervisory Board also set an upper limit for the maximum total compensation of 12 million for each Management Board member(Maximum Compensation).The Maximum Compensation is set consistently for all Management Board members.The Maximum Compensation corresponds to the sum of all co
107、mpensation components for any financial year.This comprises not only the base salary,STA and LTA,but also the fringe benefits and service costs for the company pension plan or pension allowances.10 Deutsche Bank Compensation of the Management Board Compensation Report 2022 Application of the compens
108、ation system in the financial year Application of the compensation system in the financial year Fixed compensation The fixed compensation components in the form of base salary,fringe benefits and contributions to the pension plan or pension allowances were granted in the financial year as fixed comp
109、ensation and in accordance with the individual agreements in the service contracts.Due to the requirements of Section 25a(5)of the German Banking Act and in accordance with the decision of the Annual General Meeting in May 2014,the ratio of fixed to variable compensation is generally limited to 1:2(
110、cap rule).Therefore,when determining the amount of base salary as part of the target compensation,it must be taken into account that the variable compensation may not exceed the maximum value of 200%of the fixed compensation.The expenses for fringe benefits and pension service costs vary in their an
111、nual amounts.Although the contribution to Deutsche Banks pension plan is defined consistently for all Management Board members,the amounts to be contributed by Deutsche Bank during the year in the form of pension service cost accruals vary,however,based on the length of service on the Management Boa
112、rd within the financial year,the age of the Management Board member and actuarial figures(additional information is provided in the section“Benefits upon regular contract termination”).Variable compensationThe Supervisory Board,based on the proposal of the Compensation Control Committee,determined t
113、he variable compensation for the Management Board members for the 2022 financial year.Variable compensation comprises two components,a short-term component(Short-Term Award(STA)with a weighting of 40%and a long-term component(Long-Term Award(LTA)with a weighting of 60%in relation to the target varia
114、ble compensation.All objectives,measurements and assessment criteria that were used for the assessment of performance for the 2022 financial year are derived from Deutsche Banks strategy and are in line with the compensation system approved by the General Meeting.The objectives were selected to set
115、suitable incentives for the Management Board members,to promote the development of Deutsche Banks earnings and the alignment to the interests of shareholders as well as to fulfill Deutsche Banks social responsibility through the inclusion of sustainability aspects and climate protection.The challeng
116、ing objectives reflect the Banks ambitions.If the objectives are not achieved,the variable compensation can be zero;in the case of over-achievement,the maximum achievement level is limited to 150%of the target value.Balance of financial and non-financial objectives Financial and non-financial object
117、ives are considered in a balanced way when setting the objectives.In relation to the total variable compensation,there was a greater focus on financial objectives in the 2022 financial year,with a weighting of around 68%.Both the financial and non-financial objectives were chosen in such a way that
118、they are quantitatively or qualitatively measurable at the end of the financial year.Around 75%of the targets are quantitatively measurable and a portion of around 25%is measured qualitatively.Short-Term Award(STA)The amount of the Short-Term Award for the 2022 financial year is based on the achieve
119、ment level during the assessment period of the short-term individual and divisional objectives.The assessment period coincides with the financial year and is one year.The Short-Term Award comprises the following three elements with different weightings:Individual Objectives(50%)Individual Balanced S
120、corecards(25%)Annual Priorities(25%)For each of these components,the Supervisory Board determines the achievement level based on a clearly structured year-end assessment process at the beginning of the following year.The achievement of the three components determines the overall achievement level fo
121、r each Management Board member which in turn determines the amount of the short-term component for the preceding financial year.11 Deutsche Bank Compensation of the Management Board Compensation Report 2022 Application of the compensation system in the financial year Determination of the cash value
122、of the Short-Term Award Short-Term Award(40%)Individual Objectives(50%)Balanced Scorecard(25%)Annual Priorities(25%)Target Amount1 820,000-1,080,000 410,000-540,000 410,000-540,000 Target Achievement Level 0%-150%0%-150%0%-150%Overall Target Amount per STA component 0-1,620,000 0-810,000 0-810,000 O
123、verall Target Amount STA 0-3,240,000 1 Target amount differs depending on the Management Board members functional responsibility.On the basis of 100%.Pro rata temporis upon joining or leaving during the year.Individual objectives The Supervisory Board sets personal and divisional objectives(Individu
124、al Objectives)for each member of the Management Board at the beginning of the year.The weightings of each of these objectives as well as relevant quantitatively or qualitatively measurable performance criteria for their assessment are defined as well.The objectives are chosen so that they are challe
125、nging,ambitious and sufficiently concrete in order to ensure there is an appropriate alignment of performance and compensation and that the“pay-for-performance”principle is taken into account.The Individual Objectives are derived from the corporate strategy and foster its implementation.They are set
126、 for each Management Board member in consideration of her or his respective area of functional responsibility and the contribution of this area of functional responsibility to advancing Deutsche Banks overall strategy.ESG objectives such as the further development of the sustainability strategy or t
127、he promotion of measures to improve regulatory remediation are also included as individual objectives.Individual Objectives can also be defined as project or regional targets.Besides operational measures,the implementation of strategic projects and initiatives can be agreed as objectives as well,if
128、they are directly instrumental in the implementation of the strategy,by contributing to,for example,the structure,organization and sustainable development of Deutsche Bank.At the beginning of the 2022 financial year,between 4 and 7 Individual Objectives were set with different weightings for each Ma
129、nagement Board member.For these objectives,the Supervisory Board has assigned clear expectations and financial and/or non-financial performance criteria at the beginning of the year,such as financial Key Performance Indicators(KPIs),achievements of milestones,Chief Executive Officer(CEO)and/or Super
130、visory Board feedback,stakeholder Feedback and qualitative assessments.These enable the Supervisory Board to objectively assess the performance contribution of the respective Management Board member towards the concrete execution of the objectives.At year-end,the determination of the achievement lev
131、els follows a pre-defined process.In a first step,all members of the Management Board perform an initial self-assessment of the achievement levels of their objectives.The self-assessed achievement levels are then discussed in conversations with the Chief Executive Officer(CEO)and the Chairman of the
132、 Compensation Control Committee.Based on the feedback from these conversations,the Compensation Control Committee prepares a proposal for the Supervisory Board for its decision.For this purpose the achievement levels are combined into an average for each Management Board member according to pre-defi
133、ned weightings.The following overview shows the objectives as well as the achievement levels as resolved on by the Supervisory Board for each Management Board member.12 Deutsche Bank Compensation of the Management Board Compensation Report 2022 Application of the compensation system in the financial
134、 year Management Board Member Weighting(in%)Individual objectives Achievement Level(in%)Christian Sewing 25%Further develop Deutsche Banks long-term vision&positioning 131.50%20%Deliver on Deutsche Bank Group short-term strategy execution and milestones 15%Further evolve Deutsche Bank culture 15%Pro
135、vide oversight to Human Resources transformation including Real Estate 15%Further develop Bank-wide ESG&Sustainable Banking Strategy 10%Strengthen positioning with key political stakeholders James von Moltke 30%Ensure execution of Group financial plan through Group Performance Management 126.75%15%D
136、rive development of new strategy 15%Drive investor and Rating Agencies engagement 10%Deliver Balance Sheet&Liquidity Optimization 10%Deliver Liquidity Remediation Program 10%Execute Group Finance strategy,incl.Financial&Analytics enhancement 10%Support CEO in further evolution of DB culture,with a f
137、ocus on integrity and conduct.Karl von Rohr 30%Deliver on strategy execution for the division Private Bank incl.efficiency,growth and sustainable profitability 131.75%10%Support CEO in developing new strategy and achieving Group financial targets 15%Ensure delivery on critical remediation activities
138、 within the area of financial crime 20%Support DWS strategy through oversight role 15%Provide oversight for Regions Germany&EMEA 10%Support CEO in further evolution of DB culture,with a focus on integrity and conduct Fabrizio Campelli 30%Deliver on strategy execution and sustainable profitability fo
139、r the divisions Corporate Bank and Investment Bank 130.00%20%Improve controls and demonstrate their effectiveness to regulators for Corporate Bank and Investment Bank 20%Drive development of new strategy for Corporate Bank and Investment Bank 10%Drive stronger F2B alignment for Corporate Bank and In
140、vestment Bank 10%Provide oversight to Region UK and Ireland 10%Support CEO in further evolution of DB culture,with a focus on integrity and conduct Bernd Leukert 35%Execute strategy for the division Technology,Data&Innovation(TDI)and evolve TDI priorities in line with the 25 strategy 122.00%20%Techn
141、ology:Continue improvement of estate 20%Data:Drive quality enhancements 15%Innovation:Drive client-centric technology approach across DB 10%Support CEO in further evolution of DB culture,with a focus on integrity and conduct Alexander von zur Mhlen 40%Execute and evolve APAC strategy in line with th
142、e 2025 strategy 123.50%30%Strengthen APAC franchise and client focus 20%Foster control culture and deliver on critical remediation activities within the area of financial crime for the APAC region 10%Support CEO in further evolution of DB culture,with a focus on integrity and conduct Christiana Rile
143、y 40%US regulatory remediation and engagement including delivery on critical remediation activities within the area of financial crime for the Americas and 2022 Comprehensive Capital Analysis and Review(CCAR)119.00%30%Execute and evolve Americas strategy in line with the 2025 strategy 20%Strengthen
144、client engagement 10%Support CEO in further evolution of DB culture,with a focus on integrity and conduct Rebecca Short 25%Execute transformation agenda 120.00%20%Drive CRU reductions 20%Drive global cost reduction 15%Drive Procurement excellence 10%Support development of new strategy and financial
145、aspiration 10%Support CEO in further evolution of DB culture,with a focus on integrity and conduct 13 Deutsche Bank Compensation of the Management Board Compensation Report 2022 Application of the compensation system in the financial year Management Board Member Weighting(in%)Individual objectives A
146、chievement Level(in%)Professor Dr.Stefan Simon 40%Drive delivery on critical remediation activities within the area of financial crime 122.50%15%Drive strategic engagement with regulatory authorities 15%Further drive down bank-wide litigation portfolio 10%Drive build out and operationalize CAO Contr
147、ols Framework 10%Drive overhaul of CAO policy setting and implementation 10%Support CEO in further evolution of Deutsche Bank culture,with a focus on integrity and conduct Olivier Vigneron 50%Foster a strong risk-return culture and continue to strengthen the risk organization 105.00%(Member since 20
148、%Strengthen Non-Financial Risk Management May 20,2022)20%Further address regulatory and internal audit findings 10%Support CEO in further evolution of DB culture,with a focus on integrity and conduct Stuart Lewis 25%Foster a strong risk-return culture throughout the organization 121.25%(Member until
149、 20%Handover to successor May 19,2022)20%Further address regulatory and internal audit findings 15%Continue to develop and strengthen the risk organization 10%Vendor Management remediation 10%Support CEO in further evolution of DB culture,with a focus on integrity and conduct For the qualitative obj
150、ectives,the Supervisory Board has formulated expectations and financial and/or non-financial performance criteria at the beginning of the year,which enable it to objectively assess the performance contribution of the respective Management Board members with regard to the concrete implementation of a
151、n objective for the performance year at the beginning of the following year.The degrees of achievement thus determined for the individual objectives are consolidated into an average for each Management Board member according to the weightings defined in advance.The degree of target achievement deter
152、mined accordingly is multiplied by the target amount of 50%of the variable target remuneration of the STA.This results in the calculated payout amount for the component of the individual objectives.14 Deutsche Bank Compensation of the Management Board Compensation Report 2022 Application of the comp
153、ensation system in the financial year Pay-for-performance summary for CEO and CFO for the STA Individual objectives Individual Balanced Scorecard Balanced Scorecards make it possible to have an overview of key performance indicators and transform strategic objectives into operating practices through
154、 concrete actions and consequent cascading into the organization.With the Balanced Scorecards,the Bank has an appropriate tool for the steering and control of key performance indicators that can be used to check the achievement level of financial and non-financial objectives against pre-defined meas
155、urement parameters at any time and to measure them transparently for the performance year at the beginning of the following year.At the same time,the Balanced Scorecards provide an overview of the priorities of the individual divisions across the entire Group.Based on the functional responsibilities
156、 according to the Business Allocation Plan for the Management Board,each Management Board member is assigned at least one individual Balanced Scorecard and a maximum of 4 Balanced Scorecards.If more than one Balanced Scorecard is assigned to a Management Board member,these are weighted to each other
157、 based on the size of the activities.Four Management Board members have more than one Balanced Scorecard due to their multiple functional and/or divisional responsibilities.The table below shows the number of Balanced Scorecards and their respective weightings.15 Deutsche Bank Compensation of the Ma
158、nagement Board Compensation Report 2022 Application of the compensation system in the financial year Balanced Scorecards for Management Board Members in 2022 Management Board Member Weightings Balanced Scorecard Christian Sewing 60%Group/Chairman 40%Human Resources/Corporate Real Estate James von Mo
159、ltke 100%Chief Financial Office Karl von Rohr 40%Private Bank 40%Asset Management 10%Region Germany 10%Region Europe,the Middle East and Africa(EMEA)Fabrizio Campelli 35%Corporate Bank 35%Investment Bank 20%Corporate Bank&Investment Bank Operations and Control 10%Region UKI Bernd Leukert 100%Technol
160、ogy,Digitalization&Innovation Alexander von zur Mhlen 100%Region APAC Christiana Riley 100%Region Americas Rebecca Short 50%Chief Transformation Office including Global Procurement 50%Capital Release Unit Professor Dr.Stefan Simon 100%Chief Administrative Office Olivier Vigneron1 100%Chief Risk Offi
161、ce Stuart Lewis 2 1 Member since May 20,2022 2 Member until May 19,2022 The respective Management Board members functional responsibilities are linked with pre-defined key financial figures and non-financial targets from up to three categories.The three categories are:A total of 56 Key Performance I
162、ndicators(KPIs)are assigned to these categories,of which a set of 8 to 21 KPIs are embedded in each individual Balanced Scorecard depending on the Management Board members area of functional responsibility.The methodology for the Balanced Scorecards has been further developed since their introductio
163、n in 2018 and adjusted to meet the developing focus.For example,in order to foster aspects of Environmental,Social and Governance(ESG)aspects in the compensation system,since 2021 ESG topics have been given an even greater consideration in the Balanced Scorecards and also in the Long-Term Award(LTA)
164、.The KPIs within the individual categories are set at the beginning of the year for each Management Board member individually along with corresponding target,thresholds and corresponding assessment parameters.In addition,a weighting is set for each category.The weightings that the individual categor
165、ies have within the overall Balanced Scorecard can be up to 65%depending on the functional responsibility of the Management Board member.The KPIs of the Balanced Scorecards are measured continuously throughout the year,but the overall assessment is made at the end of the year.The calculation logic f
166、or determining the final levels of achievement for each Management Board member is as follows:In a first step,the achievement band of each KPI is determined.If a minimum threshold value is not reached,the achievement level for this KPI is set at zero.Once a maximum limit for a KPI has been reached,t
167、he achievement level is set at 150%.For a clear overview,the Balanced Scorecard shows if each individual KPI was fulfilled or exceeded based on the defined assessment criteria(“green”),or only achieved to less than 100%(“amber”)or not achieved(“red”).In a second step,the achievement level for each c
168、ategory is calculated taking into account the assessment of the KPIs from the first step and the resulting bands applicable to the respective category.When all objectives of a category are exceeded,the achievement level for a category can be up to 150%.However,if none of the minimum threshold values
169、 of a category is met,the achievement level is 0%.In a third step,an overall achievement level for the individual Balanced Scorecard is derived from the achievement levels of the categories and their weightings.16 Deutsche Bank Compensation of the Management Board Compensation Report 2022 Applicatio
170、n of the compensation system in the financial year Individual Chairman Balanced Scorecard for Christian Sewing1 1 The Group/Chairman Balanced Scorecard represents one of the two Balanced Scorecards for the CEO(Group/Chairman and Human Resources/Corporate Real Estate).The overall Balanced Scorecard a
171、chievement level is determined based on a combination of both Balanced Scorecards.Individual CFO Balanced Scorecard for James von Moltke 17 Deutsche Bank Compensation of the Management Board Compensation Report 2022 Application of the compensation system in the financial year Balanced Scorecard(illu
172、strative functioning of the internal tracking tool)1 Resulting bands of KPI categories:Green(100-150%);Green to amber(75-125%),Green to red(50-100%),Amber to red(25%-75%),Red(0%).If a Management Board member has more than one Balanced Scorecard,an additional fourth step is carried out to determine a
173、 final overall achievement level based on the pre-defined weightings of the Balanced Scorecards.Balanced Scorecard Achievement levels per Management Board Member Management Board member Balanced Scorecard achievement level(in%)Christian Sewing 129.00%James von Moltke 128.00%Karl von Rohr 117.00%Fabr
174、izio Campelli 125.00%Bernd Leukert 116.00%Alexander von zur Mhlen 116.00%Christiana Riley 100.00%Rebecca Short 140.00%Professor Dr.Stefan Simon 118.00%Olivier Vigneron1 115.00%Stuart Lewis2 115.00%1 Member since May 20,2022 2 Member until May 19,2022 Annual PrioritiesUniform Annual Priorities are se
175、t for all Management Board members.The Supervisory Board assesses the profitability and performance-related contributions of each Management Board member towards pre-defined focus topics for the year.These focus topics are derived from,and intended to further support,Deutsche Banks strategy.This com
176、ponent of the Short-Term Award(STA)provides the possibility to set operational focal points annually depending on the current priorities.The performance criteria to be used for the assessment can be of both a financial and non-financial nature.For the 2022 financial year,the Supervisory Board specif
177、ied the following focus topics as Annual Priorities:Constructive flexible responses to events/developments occurring during the performance year Key deliverables from the Balanced Scorecard that have not already been assessed under another objectiveThe Supervisory Board assesses how each individual
178、member of the Management Board reacted to certain and sometimes unforeseen events and developments that occurred during the financial year,particularly from the risk management perspective.At the end of the year,the achievement level is assessed qualitatively.18 Deutsche Bank Compensation of the Man
179、agement Board Compensation Report 2022 Application of the compensation system in the financial year Within the corporate strategy,the Supervisory Board assesses the achievement levels of Key Deliverables,such as One Bank Client Centricity,Decarbonization and Transformation Targets,Workforce Manageme
180、nt and Optimization and Global Reporting that are related to the corporate strategy in the“Book of Work”assigned to the individual Management Board members and measured throughout the year.Each activity is in turn linked to measurement criteria,such as delivery of milestones on time versus plan,fina
181、ncial benefit thresholds and enhanced revenues over baseline that enable a quantitative measurement.Based on this,an individual level of achievement for the performance of each individual Management Board member can be derived at the end of the financial year.Annual Priorities Achievement levels per
182、 Management Board Member Management Board Member Weighting(in%)Annual Priorities Achievement Level(in%)Christian Sewing 50%Constructive flexible responses to events/developments occurring in 2022 145.00%50%Key deliverables from the Balanced Scorecards James von Moltke 50%Constructive flexible respon
183、ses to events/developments occurring in 2022 137.50%50%Key deliverables from the Balanced Scorecards Karl von Rohr 50%Constructive flexible responses to events/developments occurring in 2022 137.50%50%Key deliverables from the Balanced Scorecards Fabrizio Campelli 50%Constructive flexible responses
184、to events/developments occurring in 2022 140.00%50%Key deliverables from the Balanced Scorecards Bernd Leukert 50%Constructive flexible responses to events/developments occurring in 2022 130.00%50%Key deliverables from the Balanced Scorecards Alexander von zur Mhlen1 100%Constructive flexible respon
185、ses to events/developments occurring in 2022 122.50%Christiana Riley 50%Constructive flexible responses to events/developments occurring in 2022 125.00%50%Key deliverables from the Balanced Scorecards Rebecca Short 50%Constructive flexible responses to events/developments occurring in 2022 125.00%50
186、%Key deliverables from the Balanced Scorecards Professor Dr.Stefan Simon 50%Constructive flexible responses to events/developments occurring in 2022 125.00%50%Key deliverables from the Balanced Scorecards Olivier Vigneron 50%Constructive flexible responses to events/developments occurring in 2022 12
187、0.00%(Member since May 20,2022)50%Key deliverables from the Balanced Scorecards Stuart Lewis 50%Constructive flexible responses to events/developments occurring in 2022 122.50%(Member until May 19,2022)50%Key deliverables from the Balanced Scorecards 1 Balanced Scorecard key deliverables were not ag
188、reed for 2022.19 Deutsche Bank Compensation of the Management Board Compensation Report 2022 Application of the compensation system in the financial year Pay-for-performance summary for CEO and CFO for the STA Annual Priorities Overall achievement of the Short-Term AwardFor the 2022 financial year,t
189、he following overall levels of achievement were determined for the members of the Management Board based on the level of achievement of the objectives linked to the three components defined by the Supervisory Board in the Short-Term Award:Short-Term Award overall achievement Individual Achievement L
190、evel(in%)Overall STA Achievement Individual Objectives(50%)Balanced Scorecard(25%)Annual Priorities(25%)Achievement level(in%)Achievement level incl.5%reduction(in%)1 Achievement level(in)Christian Sewing 131.50%129.00%145.00%134.25%127.54%2,754,810 James von Moltke 126.75%128.00%137.50%129.75%123.2
191、6%2,120,115 Karl von Rohr 131.75%117.00%137.50%129.50%123.03%2,165,240 Fabrizio Campelli 130.00%125.00%140.00%131.25%124.69%2,053,188 Bernd Leukert 122.00%116.00%130.00%122.50%116.38%1,908,550 Alexander von zur Mhlen 123.50%116.00%122.50%121.38%115.31%1,891,023 Christiana Riley 119.00%100.00%125.00%
192、115.75%109.96%1,803,385 Rebecca Short 120.00%140.00%125.00%126.25%119.94%1,966,975 Professor Dr.Stefan Simon 122.50%118.00%125.00%122.00%115.90%1,900,760 Olivier Vigneron2 105.00%115.00%120.00%111.25%105.69%1,064,039 Stuart Lewis3 121.25%115.00%122.50%120.00%114.00%798,000 1 Reduction of the individ
193、ual achievement levels for the short-term component by 5%for all Management Board members active in the financial year(see chapter“Management Board Changes and Compensation Decisions in 2022).2 Member since May 20,2022 3 Member until May 19,2022,Pro-rata to the duration of the service contract until
194、 31 May 2022.20 Deutsche Bank Compensation of the Management Board Compensation Report 2022 Application of the compensation system in the financial year Long-Term Award(LTA)When determining variable compensation,a significant focus is placed on the achievement of long-term objectives linked to Deuts
195、che Banks strategy.To emphasize this,the Supervisory Board decided that the Long-Term Award(LTA)will account for 60%of the total target variable compensation.At the beginning of each financial year,the Supervisory Board specifies the collective long-term objectives for the Management Board members f
196、or the LTA.The objectives and their weightings in the LTA for 2022 are:ESG Factor(33.33%)Relative Total Shareholder Return of the Deutsche Bank share(25%)Organic Capital Growth(25%)Group Component(16.67%)All LTA objectives are assessed over a period of three years.60%of the target compensation for e
197、ach objective is multiplied by the target level achieved in the performance year and thus makes up the largest share for that respective financial year.30%of the applicable objective target compensation is based on the achievement level for the preceding financial year and 10%is determined based on
198、the achievement level for the financial year before that.This results in a weighted overall achievement level for the performance year.Assessment period of three years ESG Deutsche Bank has set for itself the aim of spearheading sustainability initiatives such as decarbonization and thus contributin
199、g to a more environmentally,socially and financially well-governed economy.To link Management Board compensation closely and consistently to the Banks sustainability strategy,the Supervisory Board resolved to combine the Banks strategic sustainability targets in an Environmental,Social and Governanc
200、e(ESG)component and to implement the results as one of the collective objectives within the LTA(ESG component).The ESG component accounts for the largest portion of the LTA with a share of 33.33%.This corresponds to 20%of the total variable compensation and emphasizes the importance of the ESG agend
201、a for Deutsche Bank.At the beginning of each financial year,the Supervisory Board sets targets as well as upper limits and lower limits for all the objectives bundled in the ESG component.The assessment of the achievement levels for the financial year takes place retrospectively.A linear calculation
202、 methodology is used to assess the achievement levels for the quantitative measurable KPIs(all except AML/KYC remediation activities)in the categories of 0%and 100%,100%and 100%to 150%.The following table shows the target amounts,the results as of the end of the year and the resulting achievement le
203、vel for the 2022 financial year:21 Deutsche Bank Compensation of the Management Board Compensation Report 2022 Application of the compensation system in the financial year 1 The target(+103 billion for the ESG KPI)for Sustainable Finance and Investment was set at the beginning of the year 2022.Gross
204、 volume growth of 74.20 billion was offset by a negative impact of new regulatory requirements(MiFiD),resulting in 58 billion reported at year-end 2022.However,this negative effect was not taken into account for the determination of target achievement.ESG overall achievement level Year Weighted achi
205、evement levels over 3 years 2020 10%x 37.50%=3.75%2021 30%x 89.38%=26.81%2022 60%x 64.38%=38.63%An overall achievement level for the ESG component for the 2022 financial year was calculated based on the weighted achievement levels for the seven sub-objectives and set at 64.38%.This results in a weig
206、hted overall achievement level of 69.19%for the three-year period for the portion of the LTA attributable to the ESG component.Relative Total Shareholder Return(RTSR)A key strategic target of the Bank is the performance of the Deutsche Bank share in comparison to the performance of the shares of its
207、 competitors(Relative Total Shareholder Return(RTSR).The target for the RTSR for the Deutsche Bank share in comparison to selected financial institutions is intended to strengthen the sustainable performance of the Deutsche Bank share.The RTSR links the interests of the Management Board with those o
208、f shareholders.In addition,the RTSR provides a relative measurement of performance,creating an incentive to outperform the relevant peers.The total shareholder return is defined as the share price performance plus theoretically reinvested gross dividends.The RTSR is derived and calculated based on t
209、he total shareholder return of the Deutsche Bank share in relation to the average total shareholder returns of the peer group.If the RTSR is greater than 100%,then the target achievement level increases proportionally to an upper limit of 150%of the target figure,i.e.,the target achievement level in
210、creases by 1%for each percentage point above 100%.If the RTSR average is less than 100%,the target achievement level declines disproportionately.For each percentage point decline of the RTSR in the range of less than 100%and 80%,the target achievement level declines by two percentage points.For each
211、 percentage point decline of the RTSR in the range between less than 80%and 60%,the target achievement level declines by three percentage points.If the RTSR does not exceed 60%over the entire assessment period,the target achievement level is zero.22 Deutsche Bank Compensation of the Management Board
212、 Compensation Report 2022 Application of the compensation system in the financial year The peer group used as the basis for calculating the RTSR is selected from among the companies with generally comparable business activities as well as a comparable size and international presence.The Supervisory
213、Board reviews the composition of the peer group regularly.Since 2021 the peer group for the RTSR has comprised the following 11 banks:Banco Santander,Bank of America,Barclays,BNP Paribas,Citigroup,Credit Suisse,HSBC,JP Morgan Chase,Socit Gnrale,UBS and UniCredit.RTSR overall achievement level Year W
214、eighted achievement levels over 3 years 2020 10%x 160.00%=16.00%2021 30%x 88.00%=26.40%2022 60%x 113.00%=67.80%In 2022,Deutsche Banks total shareholder return was higher compared to 8 out of 11 competitors in the peer group.The achievement level for the 2022 financial year came to 113%.This results
215、in a weighted overall achievement level of 110.20%for the overall period of three years for the granting of the portion of the LTA attributable to the RTSR.Increase of RTSR and level of achievement150%Level of achievement140%120%100%80%60%40%20%0%Increase of RTSR20%40%60%80%100%120%140%160%180%200%1
216、50%2022 113.00%.20%Achievement level23 Deutsche Bank Compensation of the Management Board Compensation Report 2022 Application of the compensation system in the financial year Organic Capital Growth Another key objective of Deutsche Bank is its growth.As an incentive for the Management B
217、oard members to promote growth,the Supervisory Board defined Organic Capital Growth on a net basis as a long-term objective for the LTA.Organic Capital Growth is defined as the balance of the following changes(which are reported in the Consolidated Statement of Changes in Equity)occurring during the
218、 financial year,divided by total shareholders equity as of December 31 of the preceding financial year:Total comprehensive income,net of tax Coupon on additional equity components,net of tax Remeasurement gains(losses)related to defined benefit pension plans,net of tax Option premiums and other effe
219、cts from options on Deutsche Bank shares Net gains(losses)on treasury shares soldTherefore,“inorganic”changes in equity,in particular the payment of a dividend or a capital increase,are of no relevance to the achievement of the objective.Starting from an average Organic Capital Growth of 2.5%(lower
220、limit),the target achievement level increases by 1%for each 0.05%of growth up to the 150%cap,which will be reached upon an Organic Capital Growth of 10%or more(upper limit cap).If capital growth does not exceed 2.5%in the assessment period,the target achievement level is zero.Organic Capital Growth
221、and level of achievement150%Level of achievement140%120%100%80%60%40%20%0%Organic Capital Growth2.5%5%7.5%10%202293.00%.60%Achievement level24 Deutsche Bank Compensation of the Management Board Compensation Report 2022 Application of the compensation system in the financial year Organic C
222、apital Growth overall achievement level Year Weighted achievement levels over 3 years 2020 10%x 0%=0%2021 30%x 26.00%=7.80%2022 60%x 93.00%=55.80%Organic Capital Growth pursuant to the definition specified above developed positively in 2022 at 7.16%and thus exceeded the threshold of the lower limit
223、of 2.5%.This results in an achievement level of 93%for 2022 and in a weighted overall achievement level of 63.60%for the overall three-year period for the portion of the LTA attributable to Organic Capital Growth.Group Component Through the Group Component,the Supervisory Board links the key financi
224、al figures supporting the corporate strategy with the Management Boards compensation and thus establishes an incentive to sustainably foster the Banks capital,risk,costs and earnings profile.The Group Component also provides a link to the compensation for employees,as this is an employee compensatio
225、n system component.Group Component Target Actuals Achievement level Common Equity Tier 1 capital ratio(in%)The banks Common Equity Tier 1 capital,as a percentage of the risk weighted assets for credit,market and operational risk.=13.00%13.4%80.00%Return on tangible equity(in%)Net income(or loss)attr
226、ibutable to shareholders as a percentage of average tangible shareholders equity.The latter is determined by deducting goodwill and other intangible assets from shareholders equity 8%9.4%Cost/Income Ratio(CIR)(in%)Noninterest expenses as a percentage of total net revenues,which are defined as net in
227、terest income before provision for credit losses plus noninterest income.70%75%Sustainable Finance Volume1(in bn)Volume of new financing,capital markets issuance and investments facilitated across Corporate Bank,Investment Bank and Private Bank in 2022,as defined under the Sustainable Finance Framew
228、ork Deutsche Bank Group 80.00 74.20 1 The target(+80 billion for the GVC KPI)for Sustainable Finance and Investment was set at the beginning of the year 2022.Gross volume growth of 74.20 billion was offset by a negative impact of new regulatory requirements(MiFiD),resulting in 58 billion reported at
229、 year-end 2022.However,this negative effect was not taken into account for the determination of target achievement.Group component overall achievement level Year Weighted achievement levels over 3 years 2020 10%x 72.50%=7.25%2021 30%x 77.50%=23.25%2022 60%x 80.00%=48.00%The achievement levels of all
230、 four equally weighted objectives of the Group Component was 80%in 2022.This results in a weighted overall achievement level of 78.50%for the overall three-year period for the portion of the LTA attributable to the Group Component.25 Deutsche Bank Compensation of the Management Board Compensation Re
231、port 2022 Application of the compensation system in the financial year Long-Term Award overall achievement Achievement Levels(%)Overall LTA Achievement ESG-Factor(33.33%)RTSR(25%)Organic Capital Growth(25%)Group component(16.67%)Achievement level(in%)Achievement level(in)Christian Sewing 69.19%110.2
232、0%63.60%78.50%79.60%2,578,932 James von Moltke 2,053,594 Karl von Rohr 2,101,352 Fabrizio Campelli 1,966,038 Bernd Leukert 1,958,078 Alexander von zur Mhlen 1,958,078 Christiana Riley 1,958,078 Rebecca Short 1,958,078 Professor Dr.Stefan Simon 1,958,078 Olivier Vigneron1 64.38%113.00%93.00%80.00%86.
233、29%1,303,173 Stuart Lewis2 69.19%110.20%63.60%78.50%79.60%835,765 1 Member since May 20,2022.Long-term achievement level based on 1-year assessment period as the MB member joined Deutsche Bank on 1 March 2022.2 Member until May 19,2022,duration of the service contract until 31 May 2022.Appropriatene
234、ss of Management Board compensation and compliance with the set maximum compensation The Supervisory Board regularly reviews the appropriateness of the individual compensation components as well as the amount of total compensation.The review of the appropriateness of Management Board compensation co
235、ncluded that the Management Board compensation resulting from the achievement levels for the 2022 financial year is appropriate.Horizontal appropriateness Through the horizontal comparison,the Supervisory Board ensures that the target total compensation is appropriate in relation to the tasks and ac
236、hievements of the Management Board as well as the companys situation and is also customary in the market.In this context,the level and structure of compensation,in particular,are examined at comparable companies(peer groups).Suitable companies in consideration of Deutsche Banks market position(in pa
237、rticular with regard to business sector,size and country)are used as the basis for this comparison.The assessment of horizontal appropriateness takes place in comparison with the following three peer groups.Peer Group 1:This group consists of 11 global banks with a comparable business model;and a co
238、mparable size(measured by balance sheet total,number of employees and market capitalization).The 11 institutions in this Peer Group are identical to the banks used to measure the Relative Total Shareholder Return(see Chapter Relative return on shares).These are the following:Banco Santander,Bank of
239、America,Barclays,BNP Paribas,Citigroup,Credit Suisse,HSBC,JP Morgan Chase,Socit Gnrale,UBS and UniCredit.Peer Group 2:This group consists of 16 European banks with a comparable business model;and a comparable size(measured by balance sheet total,number of employees and market capitalization).These a
240、re the following banks:Banco Bilbao Vizcaya Argentaria,Banco Santander,Barclays,BNP Paribas,BPCE,Rabobank,Crdit Agricole,Crdit Mutuel,Credit Suisse,HSBC Holdings,ING Bank,Intesa Sanpaolo,Nordea Bank,Socit Gnrale,UBS Group and UniCredit.26 Deutsche Bank Compensation of the Management Board Compensati
241、on Report 2022 Application of the compensation system in the financial year Peer Group 3:This group includes the companies of the German Stock Index(DAX).The horizontal appropriateness of the Management Board compensation is reviewed annually by the Supervisory Board.The Supervisory Board regularly
242、engages external compensation advisors for the review of horizontal appropriateness,while assuring itself that these advisors are independent from the Management Board and Deutsche Bank.The Supervisory Board takes the results of the review into consideration when setting the target total compensatio
243、n for the Management Board members.Vertical appropriateness In addition to the horizontal comparison,the Supervisory Board considers a vertical comparison,which compares the compensation of the Management Board and the compensation of the workforce.Within the vertical comparison,the Supervisory Boar
244、d considers in particular,in accordance with the German Corporate Governance Code,the development of the compensation over time.This involves a comparison of the Management Board compensation and the compensation of two groups of employees.Taken into account are,on the one hand,the compensation of t
245、he senior management,which comprises the first management level below the Management Board and members of the top executive committees of the divisions,as well as of management board members of significant institutions within Deutsche Bank Group and of corresponding management board-1 level position
246、s with management responsibility.The Management Board compensation is compared to,on the other hand,the compensation of all other employees of Deutsche Bank Group worldwide(tariff and non-tariff employees).Compliance with the set maximum compensation(cap)The maximum compensation limit(cap)is set at
247、12 million for each Management Board member.This is based on the actual expense and/or actual disbursement of the compensation awarded for a financial year.The base salaries are fixed amounts.The expenses for fringe benefits vary from Management Board member to Management Board member in any given y
248、ear.The contribution to Deutsche Banks pension plan or pension allowance is set at the same amount for all Management Board members.However,the amount to be recognized by the Bank during the year for Deutsche Banks pension service costs fluctuates based on actuarial variables.As the expense amount f
249、or the multi-year variable compensation components of the Short-Term Award(STA)and Long-Term Award(LTA)are not determined until up to seven years due to the deferral periods,compliance with the maximum compensation set for the 2022 financial year can only be conclusively reported within the framewor
250、k of the Compensation Reports for the financial years up to 2030.Compliance with the maximum compensation limit as defined under Section 87a of the German Stock Corporation Act is,however,already ensured for the 2022 financial year.Deferrals and holding periodsThe Remuneration Ordinance for Institut
251、ions(InstitutsVergV)generally stipulates a three-year assessment period for the determination of the variable compensation for Management Board members.Deutsche Bank complies with this requirement by assessing each of the objectives of the Long-Term Award(LTA)over a three-year period.If the relevant
252、 three years cannot be attributed to a member of the Management Board because the member joined the Bank only recently,the achievement level for the objectives will be determined for the period that can be attributed to the member.The deferral period for the LTA is in principle five years.If the ass
253、essment period is shorter than the prescribed minimum,the deferral period of the variable compensation to be granted is extended by the number of years missing for the minimum assessment period.The Short-Term Award(STA)has an assessment period of one year.The deferral period for the STA is in princi
254、ple seven years.The Long-Term Award(LTA)is granted in the form of a share-based instrument(Restricted Equity Awards(REAs).The disbursement takes place over a deferral period of 5 years in 4 tranches,beginning with a tranche of 40%in year 2 after the end of the performance period and 3 tranches of 20
255、%in years 3,4,and 5 after the end of the performance period.After the deferral period,the REAs of each tranche are also subject to an additional holding period of one year.Accordingly,the Management Board members cannot dispose of the shares underlying the REAs until after 3 years,at the earliest,an
256、d in full until after 6 years.During the deferral and holding periods,the value of the REAs is linked to the performance of the Deutsche Bank share and is therefore tied to the long-term performance of the Bank,and thereby strengthens the alignment of the Management Board members incentives to Deuts
257、che Banks performance.The Short-Term Award(STA)is generally granted in the form of deferred cash compensation(Restricted Incentive Awards-RIAs).The STA is paid out in four tranches of 25%each over a total period of seven years after 1,3,5 and 7 years following the end of the assessment period.Howeve
258、r,if the STA accounts for more than 50%of the total variable compensation,the portion exceeding 50%is also granted in the form of Restricted Equity Awards(REAs).This ensures that at least 50%of the total variable compensation is always granted in a share-based form in accordance with the regulatory
259、requirements.The portion exceeding 50%is subject to the same deferral rules as the share-based compensation from the LTA.27 Deutsche Bank Compensation of the Management Board Compensation Report 2022 Application of the compensation system in the financial year Instead of receiving Restricted Equity
260、Awards(REAs)and Restricted Incentive Awards(RIAs)as described above,holders of specific functions at certain Deutsche Bank U.S.entities are required by applicable regulation to be compensated under different plans.Restricted compensation for these persons consists of restricted share awards and rest
261、ricted cash awards.The recipient becomes the beneficial owner of the awards as of the Award Date and the awards are held on the recipients behalf.These awards are restricted for a period of time(subject to the applicable plan rules and award statements,including performance conditions and forfeiture
262、 provisions).The restriction period is aligned to the retention periods applicable to Deutsche Banks usual deferred awards.With regard to the Management Board members,these rules apply to Christiana Riley due to her role as CEO of Deutsche Bank USA Corp.For the RIAs and REAs,specific forfeiture cond
263、itions apply during the deferral and holding periods(additional information is provided in the section“Backtesting,malus and clawback).Backtesting,malus and clawbackBy granting compensation components in a deferred form spread out over several years,a long-term incentive is created.In addition,the i
264、ndividual tranches are subject to specific forfeiture conditions until they vest.The Supervisory Board regularly reviews whether the results achieved by the Management Board members in the past are sustainable(backtesting).If the outcome is that the achievements underlying the granting of the variab
265、le compensation were not sustainable,the awards may be partially or fully forfeited.Also,if the Groups results are negative,previously granted variable compensation may be declared fully or partially forfeited during the deferral period.In addition,the awards may be fully or partially forfeited if s
266、pecific solvency or liquidity conditions are not met.Furthermore,awards may be forfeited in whole or in part in the event of individual misconduct(including breaches of regulations),dismissal for cause or negative individual contributions to performance(malus).In addition,the contracts of the Manage
267、ment Board members also enable the Supervisory Board to reclaim already paid or delivered compensation components due to certain individual negative performance contributions by the Management Board member(clawback)in accordance with the provisions pursuant to Sections 18(5)and 20(6)of the Remunerat
268、ion Ordinance for Institutions(InstitutsVergV).The clawback is possible for the entire variable compensation for a financial year until the end of two years after the end of the deferral period of the last tranche of the compensation elements awarded on a deferred basis for the respective financial
269、year.The Supervisory Board regularly reviews in due time before the respective due dates the possibility of a full or partial forfeiture(malus)or reclaiming(clawback)of the Management Board members variable compensation components.There was no forfeiture or clawback of awards in 2022.28 Deutsche Ban
270、k Compensation of the Management Board Compensation Report 2022 Application of the compensation system in the financial year Information on shares and fulfilling the share ownership obligation(Shareholding Guidelines)All members of the Management Board are required to acquire a significant amount of
271、 Deutsche Bank shares and to hold them on a long-term basis.This requirement is meant to foster the identification of the Management Board members with Deutsche Bank and its shareholders and to ensure a long-term link to the development of the Deutsche Banks business.For the Chief Executive Officer,
272、the number of shares to be held is equivalent to 200%of his annual gross base salary,and for the other Management Board members,100%of their annual gross base salary.The requirements of the shareholding obligation must first be fulfilled as of the date on which the share-based variable compensation
273、that has been granted to the Management Board member since his or her appointment to the Management Board(waiting period)in total corresponds to 1.33 times the shareholding obligation.Compliance with the requirements is reviewed semi-annually.If the required number of shares is not met,the Managemen
274、t Board members must correct any deficiencies by the next review.In the context of granting variable compensation,the Supervisory Board can resolve on an individual basis that not only the Long-Term Award(LTA)but also parts of the Short-Term Award(STA)or the STA as a whole may be awarded in shares u
275、ntil the shareholding obligation is fulfilled.This is intended to ensure faster compliance with the shareholding obligation.Members of the Management Board The following table shows the number of outstanding share awards of the current Management Board members as of February 11,2022 and February 10,
276、2023 as well as the number of share awards newly granted,delivered or forfeited in this period.Members of the Management Board Balance as of Feb 11,2022 Granted Delivered Forfeited Balance as of Feb 10,2023 Christian Sewing 693,230 202,143 895,373 James von Moltke 564,465 153,123 717,588 Karl von Ro
277、hr 519,839 160,670 680,509 Fabrizio Campelli 338,899 149,265 32,994 455,170Bernd Leukert 151,300 147,039 3,037 295,302Alexander von zur Mhlen 278,282 145,900 46,275 377,906Christiana Riley 248,345 147,0921 102,8102 292,6273 Rebecca Short 92,754 106,0284 26,517 172,265Professor Dr.Stefan Simon 149,37
278、3 145,979 29,574 265,778Olivier Vigneron5 130,539 1 Under the underlying plan,the 147,092 restricted shares originally granted were taxed at the time of grant,with 74,278 shares remaining on an after-tax basis.We refer to the corresponding presentation in the chapter Deferral and retention periods.2
279、 Included are 72,814 share awards delivered to cover the amount of tax due under the underlying plan(see footnote 1).3 Includes a net number of 74,278 share entitlements under the underlying plan(see footnote 1).4 Includes 8,020 shares granted in 2022 for her pre-Board role.5 Member since 20 May 202
280、2.29 Deutsche Bank Compensation of the Management Board Compensation Report 2022 Application of the compensation system in the financial year The table below shows the total number of Deutsche Bank shares held by the incumbent Management Board members as of the reporting dates February 11,2022,and F
281、ebruary 10,2023 as well as the number of share-based awards and the fulfillment level for the shareholding obligation.as of February 10,2023 Members of the Management Board Number of Deutsche Bank shares(in Units)as of Feb 11,2022 Number of Deutsche Bank shares(in Units)Restricted Equity Award(s)/Ou
282、tstanding Equity Units(deferred with additional retention period)(in Units)thereof 75%of Restricted Equity Award(s)/Outstanding Equity Units chargeable to share obligation(deferred with additional retention period)(in Units)Total value of Deutsche Bank shares and Restricted Equity Award(s)/Outstandi
283、ng Equity Units chargeable to share obligation(in Units)Share retention obligation must be fulfilled Yes/No Level of required shareholding obligation(in Units)1 Fulfillment ratio(in%)Christian Sewing 192,000 222,171 895,373 671,530 893,701 No 635,257 141%James von Moltke 74,753 74,753 717,588 538,19
284、1 612,944 Yes 264,690 232%Karl von Rohr 30,058 30,058 680,509 510,382 540,440 Yes 264,690 204%Fabrizio Campelli 132,010 149,473 455,170 341,377 490,850 No 247,044 199%Bernd Leukert 7,882 9,477 295,302 221,477 230,954 Yes 211,752 109%Alexander von zur Mhlen 320,829 359,655 377,906 283,430 643,085 No
285、211,752 304%Christiana Riley 82,504 100,620 292,627 219,470 320,090 Yes 211,752 151%Rebecca Short 36,451 51,299 172,265 129,199 180,498 No 211,752 85%Prof.Dr.Stefan Simon 0 0 265,778 199,334 199,334 No 211,752 94%Olivier Vigneron2 0 130,539 97,904 97,904 No 211,752 46%Total 876,487 997,506 4,283,058
286、 3,212,294 4,209,800 1 The calculation of the total value of the Deutsche Bank shares and share awards/outstanding shares eligible for the shareholding requirements is based on the share price 11.338(Xetra closing price on February 10,2023).2 Member since May 20,2022.All Management Board members ful
287、filled the shareholding obligations in 2022 or are currently in the waiting period.The Chairman of the Management Board,Mr.Sewing,voluntarily committed to invest 15%of his monthly net salary in Deutsche Bank shares from September 2019 until the end of December 2022.In each case,purchases take place
288、on the 22nd day of each month or on the following trading day.Benefits as of the end of the mandateBenefits upon regular contract termination The Supervisory Board allocates an entitlement to pension plan benefits to the Management Board members.These entitlements involve a pension plan with predefi
289、ned contributions.Under this pension plan,a personal pension account is set up for each participating member of the Management Board with effect from the start of office as a Management Board member.The members of the Management Board,including the Management Board Chairman,receive a uniform,contrac
290、tually defined,fixed annual contribution amount of 650,000.The contribution accrues interest that is credited in advance and determined by means of an age-related factor,up to the age of 60.For entitlements from a first-time or renewed appointment starting from the 2021 financial year,interest accru
291、es at an average rate of 2%per annum,for legacy entitlements 4%.From the age of 61 onwards,an additional contribution equal to the amount resulting from applying the above interest rate to the balance of the pension account as of December 31 of the previous year will be credited to the pension accou
292、nt.The annual contributions,taken together,form the pension capital amount available to pay the future pension benefits upon the occurrence of a pension event(retirement age,disability or death).The pension account balance is vested from the start.If a Management Board member is subject to non-Germa
293、n income tax,the granting of an annual pension cash allowance of 650,000 may be selected as an alternative to the pension plan entitlement.This is subject to the precondition that receiving the customary pension plan contributions entails not insignificant tax-related disadvantages for the Managemen
294、t Board member compared to receiving a pension allowance.This option can be exercised once and from then on applies to the entire term of office of the Management Board member.30 Deutsche Bank Compensation of the Management Board Compensation Report 2022 Application of the compensation system in the
295、 financial year The following table shows the annual contributions,the interest credits,the account balances and the annual service costs for the years 2022 and 2021 as well as the corresponding defined benefit obligations for each member of the Management Board in office in 2022 as of December 31,2
296、021 and December 31,2022.The different balances are attributable to the different lengths of service on the Management Board,the respective age-related factors,and the different contribution rates.Members of the Management Board Annual contribution,in the year Interest credit,in the year Account bal
297、ance,end of year Service cost(IFRS),in the year Present value of the defined benefit obligation(IFRS),end of year in 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021 Christian Sewing 760,500 773,500 0 0 7,276,500 6,516,000 529,109 701,494 5,422,875 6,263,328 James von Moltke 845,000 871,000 0 0 5,0
298、34,250 4,189,250 638,068 820,820 3,945,284 4,095,605 Karl von Rohr 728,000 754,000 0 0 5,449,001 4,721,001 652,035 772,131 4,864,821 4,866,754 Fabrizio Campelli 946,836 1,007,500 0 0 3,181,754 2,234,918 605,376 906,767 2,148,218 2,091,609 Bernd Leukert 786,500 812,500 0 0 2,734,334 1,947,834 637,939
299、 785,526 2,317,651 1,957,432 Alexander von zur Mhlen1 0 0 0 0 0 0 0 0 0 0 Christiana Riley1 0 0 0 0 0 0 0 0 0 0 Rebecca Short 819,000 554,668 0 0 1,373,668 554,668 475,091 476,303 826,548 496,829 Prof.Dr.Stefan Simon 845,000 871,000 0 0 3,009,501 2,164,501 629,482 824,015 2,311,957 2,128,664 Olivier
300、 Vigneron2 644,584 0 0 0 644,584 0 423,955 0 446,932 0 Stuart Lewis3 303,335 754,000 0 0 6,715,273 6,411,938 258,440 756,618 6,115,579 6,919,079 1 The Management Board member receives a pension allowance,which is shown in the chapter Compensation granted and owed(inflow table)”.2 Member since May 20
301、,2022 3 Member until May 19,2022 Benefits upon early termination The Management Board members are in principle entitled to receive a severance payment upon an early termination of their appointment,provided the Bank is not entitled to revoke the appointment or give notice under the contractual agree
302、ment for cause.In accordance with the recommendation of the German Corporate Governance Code,the severance payment amounts to up to a maximum of two times the annual compensation at the maximum and must not exceed the amount that would be payable as compensation for the remaining term of the service
303、 contract.The calculation of the severance payment is based on the annual compensation for the previous financial year and,if applicable,on the expected annual compensation for the current financial year.The severance payment is determined and granted in accordance with the statutory and regulatory
304、requirements,in particular with the provisions of the Remuneration Ordinance for Institutions(InstitutsVergV).In the event of a change of control,Management Board members have a special right to termination of their service contract.However,in such case,there is no entitlement to a severance payment
305、.Other service contract provisionsTerm of the service contract The term of the Management Board service contracts is linked to the duration of the appointment and is a maximum of five years in accordance with Section 84 of the German Stock Corporation Act.The Supervisory Board shall decide at an ear
306、ly stage,no later than six months before the expiry of the appointment period,on a renewed appointment.In the case of the Management Board members reappointment,the service contract is extended for the duration of a renewed appointment.For first-time appointments,a contract term of three years is no
307、t to be exceeded.The Management Board service contract ends automatically with the expiry of the appointment period without requiring the express notice of termination.31 Deutsche Bank Compensation of the Management Board Compensation Report 2022 Application of the compensation system in the financi
308、al year Reduction of base salary regarding compensation from other mandates The service contracts of the Management Board members contain an obligation of the members to ensure that they will not receive any compensation to which they would otherwise be entitled in their capacity as a member of any
309、corporate body,in particular a supervisory board,advisory board or similar body of any group entity of the Bank pursuant to Section 18 of the German Stock Corporation Act.Accordingly,Management Board members do not receive any compensation for mandates on boards of Deutsche Bank subsidiaries.A Manag
310、ement Board members base salary will be reduced in an amount equal to 50%of the compensation from a mandate in particular supervisory board or advisory board mandates at a company that does not belong to Deutsche Bank Group.There is no such deduction of any compensation that does not exceed 100,000
311、per mandate and calendar year.In the 2022 financial year,the base salary of one member of the Management Board was reduced by the amount of the compensation from one mandate at a company that does not belong to Deutsche Bank Group,since the compensation exceeded the threshold amount.Post-contractual
312、 non-compete clause After leaving the Management Board,the members are as a general rule subject to a one-year non-compete clause.During the non-compete period,Deutsche Bank pays the Management Board member compensation(waiting allowance“Karenzentschdigung”)amounting to 65%of his or her annual base
313、salary.The waiting allowance shall be credited against any claim for severance pay.In addition,the waiting allowance will be reduced by any income that the Management Board member earns during the non-compete period from self-employed,salaried or other paid activities that are not subject to the non
314、-compete clause.Deutsche Bank may waive a Management Board members compliance with the post-contractual non-compete clause.From the date of the waiver,if and when such waiver is granted,Deutsche Banks obligation to pay the waiting allowance(“Karenzentschdigung”)ends.Stuart Lewis left the Management
315、Board with effect of the end of May 19th,2022.The Service Contract was terminated amicably with effect as of the end of the May 31st,2022.As foreseen and In line with his service contract,compensation for a post-contractual non-compete clause(“Karenzentschdigung”)in the amount of 1,820,000 correspon
316、ding to 65%of his fixed base salary p.a.was agreed.The post-contractual non-compete clause applies from June 1st,2022 until May 31st,2023 in the scope set forth of the Service Contract.Deviations from the compensation system There were no deviations from the compensation system in the 2022 financial
317、 year.32 Deutsche Bank Compensation of the Management Board Compensation Report 2022 Management Board compensation 2022 Management Board compensation 2022 Current Management Board members Total compensation 2022 The Supervisory Board determined the aforementioned compensation on an individual basis
318、for 2022 and 2021 as follows:2022 2021 in Base salary1 Short Term Award Long Term Award Total compensation Target Total compensation Ratio to Target Total compensation Christian Sewing 3,600,000 2,754,810 2,578,932 8,933,742 9,000,000 99%8,812,448 James von Moltke 2,900,000 2,120,115 2,053,594 7,073
319、,709 7,200,000 98%6,748,426 Karl von Rohr 3,000,000 2,165,240 2,101,352 7,266,592 7,400,000 98%7,143,047 Fabrizio Campelli 2,466,667 2,053,188 1,966,038 6,485,893 6,583,334 99%6,248,949 Bernd Leukert 2,400,000 1,908,550 1,958,078 6,266,628 6,500,000 96%6,191,549 Alexander von zur Mhlen 2,400,000 1,8
320、91,023 1,958,078 6,249,101 6,500,000 96%6,162,166 Christiana Riley 2,400,000 1,803,385 1,958,078 6,161,463 6,500,000 95%6,192,916 Rebecca Short 2,400,000 1,966,975 1,958,078 6,325,053 6,500,000 97%4,127,244 Professor Dr.Stefan Simon 2,400,000 1,900,760 1,958,078 6,258,838 6,500,000 96%6,164,216 Oliv
321、ier Vigneron2 1,473,333 1,064,039 1,303,173 3,840,545 3,990,278 96%Stuart Lewis3 1,166,667 798,000 835,765 2,800,432 2,916,667 96%6,728,126 Total 26,606,667 20,426,085 20,629,244 67,661,996 69,590,279 97%64,519,087 1 In the column Basic salary,the target values set by the Supervisory Board are shown
322、 in EUR for reasons of comparability.The actual inflow differs from this target value for Management Board members Alexander von zur Mhlen and Christiana Riley due to currency fluctuations and for Bernd Leukert due to the offsetting of compensation from mandates.The inflow is shown in the chapter Co
323、mpensation granted and owed(inflow table).2 Member since May 20,2022.3 Member until May 19,2022.Pro-rata to the duration of the service contract until 31 May 2022.The number of share awards granted to the members of the Management Board in the form of Restricted Equity Awards(REA)in 2023 for the 202
324、2 financial year was calculated by dividing the respective amounts in euro by the higher of either the average Xetra closing price of the Deutsche Bank share during the last ten trading days in February 2023 or the Xetra closing price on February 28,2023(11.800).Members of the Management Board Restr
325、icted Equity Award(s)(deferred with additional retention period)(in Units)1 Christian Sewing 226,006 James von Moltke 176,852 Karl von Rohr 180,788 Fabrizio Campelli 170,306 Bernd Leukert 165,939 Alexander von zur Mhlen 165,939 Christiana Riley 165,939 Rebecca Short 166,316 Prof.Dr.Stefan Simon 165,
326、939 Olivier Vigneron2 110,438 Stuart Lewis3 70,828 Total 1,765,289 1 The Restricted Equity Awards are commercially rounded for presentation purposes.2 Member since May 20,2022.3 Member until May 19,2022 33 Deutsche Bank Compensation of the Management Board Compensation Report 2022 Management Board c
327、ompensation 2022 Granted and owed compensation(inflow table)The following table shows the compensation paid and owed in the 2022 and 2021 financial years to incumbent members of the Management Board in the 2021 financial year,pursuant to Section 162(1)sentence 1 of the German Stock Corporation Act.T
328、his involves the compensation components that were either actually paid or delivered to the individual Management Board members within the reporting period(“paid”)or were already legally due during the reporting period but not yet delivered(“owed”).Besides the compensation amounts,the table addition
329、ally shows the relative proportions of fixed and variable compensation within the total compensation pursuant to Section 162(1)sentence 2 of the German Stock Corporation Act.Christian Sewing James von Moltke 2022 2021 2022 2021 in t.in%in t.in%in t.in%in t.in%Fixed compensation components:Base salar
330、y 3,600 82%3,600 93%2,9002 77%2,800 70%Pension allowance 0 0%0 0%0 0%0 0%Fringe benefits 216 5%(8.0)1 0%84 2%52 1%Total fixed compensation 3,816 87%3,592 93%2,984 79%2,852 71%Variable compensation components:Deferred variable compensation thereof Restricted Incentive Awards:2017 Restricted Incentive
331、 Award:Buyout 0 0%0 0%0 0%140 3%2017 Restricted Incentive Award:Sign On 0 0%0 0%67 2%67 2%2019 Restricted Incentive Award for 2018 232 5%232 6%169 4%169 4%2020 Restricted Incentive Award for 2019 43 1%43 1%43 1%43 1%2021 Restricted Incentive Award for 2020 304 7%0 0%213 6%0 0%thereof Equity Awards:2
332、017 Restricted Equity Award:Buyout 0 0%0 0%0 0%124 3%2015 DB Equity Plan for 2014 0 0%0 0%0 0%0 0%Fringe benefits 0 0%0 0%3083 8%6163 15%Total variable compensation 579 13%275 7%799 21%1,157 29%Total compensation 4,394 100%3,867 100%3,783 100%4,009 100%1 Due to the economic participation in the cost
333、s of a company car provided,which exceeds the amount of the other fringe benefits,a negative balance is to be shown for the financial year 2021.2 For further details on compensation decision,please refer to chapter Management Board Changes and Compensation Decisions in 2022 in this report.3 The variable fringe benefits represent a housing allowance which was granted until June 30,2022.Karl von Roh