Governance: Managing the company responsibly and sustainably

An effective control and monitoring system is essential for managing a corporate group with worldwide activities such as Deutsche Bank in accordance with sustainable corporate governance principles. We have established sophisticated processes and structures for that purpose – they form our foundation for responsible corporate governance.

We ensure the responsible, value-driven management and control of Deutsche Bank through our system of corporate governance. Our system functions in accordance with high international standards, including the German Stock Corporation Act and the German Corporate Governance Code, the rules of the US Securities and Exchange Commission and the New York Stock Exchange.

Our commitment to international standards and initiatives

The Deutsche Bank Code of Business Conduct and Ethics as well as our policies and
guidelines reflect our commitment to a wide range of external standards, principles
and initiatives, including:

  • UN Guiding Principles on Businessand Human Rights
  • Principles for Responsible Investment
  • World Bank standards
  • IFC Performance Standards
  • Oslo Convention on Cluster Munitions
  •  Roundtable on Sustainable Palm Oil
  • German Corporate Governance Code
  • International Labor Organization standards
  • OECD Guidelines for Multinational Enterprises
  • Principles of the UN Global Compact
  • Wolfsberg Principles
  • OFAC Standards (Office of Foreign Assets Control)
  • Transparency International’s Corruption Perceptions Index
  • Financial Action Task Force on
  • Money Laundering
  • German Sustainability Code
  • ISO 14001

Agreements such as the United Nations Global Compact explicitly require respect for human rights or see human rights as a fundamental principle. Deutsche Bank has paid special attention to this topic over the last few years and in connection with our sustainable corporate governance we have developed guidelines and processes that integrate human rights criteria into our risk management.

Deutsche Bank Code of Business Conduct and Ethics

This Code describes the values and minimum standards for ethical business conduct that we expect all of our employees to follow and that guide all of our interactions with internal and external stakeholders. [PDF / 250 KB]

“We are determined to bring about deep cultural change at Deutsche Bank. That is what clients, society, and investors demand. Our values are clear. We believe in fundamental integrity of dealing; in furthering the interests of our clients; in building a long-term, sustainable franchise; in disciplined use of scarce resources; and in working as a true team. Those values are locked into the way we manage, train, pay and promote our people more closely than ever before.”

Jürgen Fitschen and Anshu Jain Co-Chairmen of the Management Board at the Annual Press Conference on January 31, 2013

Building a strong risk culture

Our Risk Culture Initiatives program reinforces the importance of employee behaviors for the bank’s long-term success. This program emphasizes five behaviors that employees
need to demonstrate:

  • Being fully responsible for the bank’s risks
  • Being rigorous, forward-looking and comprehensive in assessing risk
  • Inviting, providing and respecting challenge
  • Trouble-shooting collectively
  • Placing Deutsche Bank and its reputation at the heart of all decisions

Corporate Governance – Functions of the Supervisory
Board and Management Board

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Values and principles

In order to reverse the loss of trust in the aftermath of the financial crisis, we have initiated a change in our corporate culture and strengthened our emphasis on sustainable corporate governance: Responsibility is the focus of our actions. Performance appraisals of our employees are based on the long-term orientation of their decisions.

We place great value on a positive compliance culture: We expect our employees to conduct themselves responsibly, honestly and with integrity. Our code of conduct and ethics describes our values and our minimum requirements for ethical business conduct. The Codes apply to dealings among colleagues as well as contacts with clients, business partners, competitors, authorities and shareholders. The Code of Ethics also forms the core of our policies that set out how employees and senior managers must behave in order to comply with applicable laws and regulations.

It goes without saying that any and every type of corrupt behaviour on the part of our employees is prohibited. They are not permitted to accept, pay or approve any type of bribes. Our policy on prevention of corruption identifies our key principles. The measures for implementing our policies encompass: collection of information about gifts, providing a global hotline for information about breaches of the rules, risk-based checks by independent third parties and appropriate training measures for our staff.

Anchoring sustainability within the bank

We have developed a sustainability policy to support our sustainability mission statement. It serves as the foundation that anchors and drives sustainable practices in institutions such as the Sustainability Boards of our business units or the Responsible Banking Committee of our Private and Business Client division.

By means of specifications such as our ESG Guidelines, we ensure that environmental criteria, social criteria, and sustainable corporate governance criteria (Environmental, Social, Governance, ESG) are taken into account in our core business.

Since 1999 we have had a group-wide environmental management system that is certified to the international ISO 14001 standard and integrates social and governance elements. In 2012 we were recertified for another three years.

Our sustainability measures are coordinated by the Group Sustainability Officer together with the sustainability officers of our business divisions and infrastructure units around the world. The Group Sustainability Officer is also co-chair of the interdivisional Environmental Steering Committee (ESC) and is responsible for sustainability issues in the Group Reputational Risk Committee.

In addition, our business units have their own specific governance structures. For instance, in 2012, our private client business division set up a Responsible Business Committee; in the same year our asset management business division established a European ESG Steering Committee.

With the aid of the various measures, we are strengthening responsible and sustainable corporate governance and thus fulfilling our obligation as a globally active corporate group.

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Corporate Governance

Effective corporate governance in accordance with high international standards is a part of our identity. more

The Integrity Committee

The Integrity Committee continually advises and monitors the Management Board with regard to - whether the management is committed to the economically sound, sustainable development of the company while observing the principles of sound, responsible management, fulfilling the company’s social responsibilities and protecting the natural resources of the environment (environmental, social and governance (ESG) issues), and - whether the business management is aligned to these values with the objective of a holistic corporate culture. more

Our Compensation Control Committee

The Compensation Control Committee supports the Supervisory Board in the appropriate structuring of the compensation systems for senior management. more

“A strong risk culture depends as much on attitudes and behaviors as it does on effective controls. My team develops and implements initiatives aimed both at raising awareness and at understanding risk across the bank as well as creating a strong link between behavior and compensation. This helps drive a culture in which employees take responsibility for their actions.”

Dörte Gerlach, London Head of Risk Culture Initiatives in Deutsche Bank’s department for Risk Management

Corporate Governance at Deutsche Bank: questions and answers

The improvement of corporate governance has become a priority for financial institutions,
most recently since the 2008 financial crisis. We at Deutsche Bank are intensely aware of
the paramount importance of the strengthened corporate governance focus and have taken
measures to address what we perceive to be core issues at a group level.

Recent years have brought the financial services industry many new legal and regulatory
requirements, which Deutsche Bank has implemented or is in the course of implementing.
Maintaining effective corporate governance in adherence with international standards and
best practices is of major importance for Deutsche Bank. Our corporate governance system
is based on five elements:

  • Effective decision making on the basis of appropriate information;
  • Good relations with shareholders;
  • Effective cooperation between the Management Board and Supervisory Board;
  • Performance-based compensation system with a sustainable and long-term focus;
  • Transparent and timely reporting.

Deutsche Bank strives to achieve an optimal implementation of those elements as guided
by German, mostly European-law-based legal and regulatory requirements, taking into
account any relevant regional requirements.

 

1. What is Deutsche Bank’s governance?

The Management Board of Deutsche Bank is responsible for managing the Bank, while the Supervisory Board appoints, supervises and advises the Management Board. The Supervisory Board is also directly involved in decisions of fundamental importance to the Bank. Both the Management Board and the Supervisory Board are governed by formal terms of reference, which establish their rights and responsibilities within Deutsche Bank’s corporate framework. Additional information can be found on our Investor Relations website.

 

2. Does Deutsche Bank align with the Corporate Governance Codex?

In accordance with German law, we declare our compliance with the recommendations of the German Corporate Governance Code as well as the reasons for any non-compliance, by publication of a Declaration of Conformity each year. This includes the issuance of a Corporate Governance Report, which provides additional detail about Deutsche Bank’s corporate governance organization.

 

3. What role does governance play in the Bank’s strategy?

Deutsche Bank has implemented multiple initiatives in the last year that are relevant to the promotion of good corporate governance practices as part of and in tandem with its Strategy 2015+.

Key among these initiatives was the hiring of a Chief Governance Officer (CGO) and the establishment of a Global Corporate Governance function. The CGO role reports into the Management Board and acts as an adviser to the Management Board on the governance structures and processes of Deutsche Bank. The Management Board chose for this position an independent and recognized expert.

The Global Corporate Governance team is currently managing a program to strengthen mandates, achieve transparent and fully-aligned position and mandate descriptions of toplevel executives, and refine the documentation of governance control processes. This encompasses the delegation of authority, reporting lines, information flows and escalation lines both at the individual and the committee level.

We believe that this function and work plan creates synergies with and complements other key initiatives of the Management Board, e.g. the Strategy 2015+ and the “3-Lines of Defense” project.

The new organizational structures and the work plan further reinforce the focus on corporate governance and strengthen management oversight in a sustainable manner.

 

4. Where does governance stand in the future?

We are taking firm steps to ensure Deutsche Bank’s continued growth in the modern landscape of enhanced global financial regulatory and supervisory oversight. The Global Corporate Governance function is an integral part of our organization. Its aim is to sustainably enhance and strengthen our corporate governance.

 

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