Corporate Governance

Explanation of term

Corporate Governance stands for responsible corporate management that supervises and organizes its structures and processes to achieve a long-term increase of value.

We are convinced that good Corporate Governance is an essential basis for the success of our company. It is our aim to sustainably enhance the enterprise value and promote the interests of customers, business partners, investors, employees and the public as well as to maintain and expand confidence in DB AG.

On July 1, 2009, the Federal Government adopted the Federal Public Corporate Governance Codex regarding principles of good corporate management and investment management. The Public Corporate Governance Codex ccontains major regulations of prevailing law concerning the management and monitoring of unlisted companies in which the Federal Republic of Germany owns a majority stake, as well as internationally and nationally recognized standards of good and responsible management. In 2009, the Supervisory Board of DB AG has adapted the rules of procedure for the Management Board and the Supervisory Board of DB AG to the requirements of the Public Corporate Governance Codex.

Dual-level management system

As a German Aktiengesellschaft (joint stock corporation), DB AG with its Management Board and Supervisory Board is subject to a two-tier management and monitoring structure. These two bodies are strictly segregated in terms of their membership and also in terms of their powers. The Management Board manages the company under its own responsibility. In addition to its responsibility for monitoring the Management Board, the Supervisory Board is also responsible for appointing and dismissing persons to and from the Management Board.

In the interest of optimum management, we consider that it is extremely important that the Management Board and Supervisory Board maintain a continuous dialog and that they work together efficiently and in an atmosphere
of mutual trust for the benefit of the company. The Management Board provides the Supervisory Board with regular, prompt and comprehensive information regarding all matters relevant for the company, in particular matters relating to planning, the development of business, the risk position and risk management as well as the internal control system.

Last modified: 29.03.2012