Corporate governance
Our corporate governance responsibilities
Deutsche Bank places enormous value on effective corporate governance, which is an important part of our identity. The essential framework for this is provided by, first and foremost, the German Stock Corporation Act and the German Corporate Governance Code.
Since our share is also listed on the New York Stock Exchange, we are subject to U.S. capital market legislation as well as to the rules of the Securities and Exchange Commission (SEC) and the New York Stock Exchange (NYSE). Through our corporate governance, we ensure responsible management and control of the bank in a way geared toward creating value. Our corporate governance is founded on four key elements:
1. Good relations with our shareholders
Our shareholders have the legal right to vote on all important company decisions, for example on
- amendments to the articles of association,
- the distribution of net profits,
- the authorization to issue new shares, and
- significant structural changes.
Moreover, shareholders are able to vote on a non-binding basis on the remuneration system for the Management Board.
To make it easier for our shareholders to exercise their voting rights, we support the use of electronic media for the Annual General Meeting. In particular, shareholders are able to issue their voting instructions to Deutsche Bank proxies via the internet.
2. Effective cooperation between the Management Board and the Supervisory Board
The Management Board and Supervisory Board work together closely for the good of the company within the framework of the dual management system mandated by law for German stock corporations. Members of the Management Board are appointed by the Supervisory Board.
The Management Board reports regularly to the Supervisory Board and its committees on all relevant matters relating to business planning and development, risk assessment, risk management, and compliance.
The Supervisory Board supervises and advises the Management Board on the management of the company. Decisions of fundamental importance affecting the bank require its agreement.
In accordance with the German Federal Co-Determination Act, the Supervisory Board is equally represented by shareholders and employees with no overlapping in the Management Board. Recommendations for electing Supervisory Board members take into account that the Supervisory Board is always made up of members who have the required knowledge, skills, and professional experience. The Supervisory Board regularly reviews the efficiency of its work.
We act in accordance with the German Corporate Governance Code with regard to the avoidance and disclosure of conflicts of interest.
3. Performance-related compensation
The compensation of the Management Board members is aligned, primarily, to the bank’s actual financial performance, the ratio between our total shareholder return and the corresponding average figure for a selected group of peer companies on a two-year comparison, and the Board Member’s individual performance. The variable components of Board compensation are determined to a reasonable extent by the sustained performance of Deutsche Bank and take account of both negative and positive developments.
Members of the Supervisory Board receive compensation that comprises both a fixed and a variable component. The latter is linked to the achievement of specific targets and related to the dividend and earnings per share (based on a three-year average). The chair and deputy chair of the Supervisory Board as well as the chairs and members of the Supervisory Board’s committees receive additional compensation. The compensation of each member of the Management Board and the Supervisory Board, as well as the structure of our remuneration system, are published in the Compensation Report.
4. Transparent, timely reporting
Shareholders and the interested public are regularly kept up to date through the Annual Review including the Consolidated Financial Statements as well as the Interim Reports. Deutsche Bank’s reporting is in accordance with the International Financial Reporting Standards (IFRS). This provides for a high degree of transparency and facilitates comparability with our international peers.
Professionalism, fairness and respect
We expect high standards of behavior on the part of our employees as defined in the Code of Conduct and the Global Compliance Core Principles. Each employee is to act professionally, fairly, and respectfully to uphold Deutsche Bank values. Our Code of Ethics requires our senior financial officers to adhere to the principles of integrity, accountability, responsibility, fairness, and respect for others.
We continually review our Corporate Governance in accordance with new experiences, legal obligations, and further developments in national and international standards, and amend where necessary.