Report of the Supervisory Board

Meetings of the Supervisory Board committees

The Supervisory Board of DB AG has established four permanent committees to facilitate its work efficiently.

The Supervisory Board’s Executive Committee met nine times in the year under review and was in regular contact with the Management Board regarding all major business policy issues. In its meetings, it focused in particular on preparing the focal topics for each of the Supervisory Board meetings.

The Audit and Compliance Committee also met nine times in the year under review, addressing, in particular, the current economic situation of DB Group and of individual business units on the basis of the relevant monthly financial statements, the risk reporting, and the half-­­year financial statements. The committee closely followed the special audit of the Supervisory Board regarding consultancy contracts conducted during the reporting period, both in terms of timing and content, as part of several extraordinary meetings, and recommended resolutions to the Supervisory Board. The Audit and Compliance Committee also discussed the progress and cost development of the Stuttgart 21 major project on the basis of the quarterly reporting of the Management Board, each of which was examined by auditors and an engineering firm in the context of a review. In its December meeting, the committee also discussed in detail the budget and capital expenditure plan submitted and the mid-­­term planning of DB Group. In addition, the situation of another major investment project, the second Munich S-­­Bahn (metro) main line, was the subject of a special review and was discussed in detail by the committee. The committee also continued to address updates in corporate governance and the internal control sys­­tem necessitated by the German Accounting Law Modernization Act (Bilanzrechtsmodernisierungsgesetz; BilMoG). The Audit and Compliance Committee also received regular information on compliance-­­related investigations and internal audit findings. In addition, the committee discussed the hiring of the auditor for the financial statements and the progress of the auditing process for the reporting period. The committee was also informed of economically significant individual circumstances, including in a follow-­­up to a previously discussed topic on matters relating to IT governance, the IT project portfolio and cybersecurity, the impact of the new leasing standard IFRS 16 on the key figures of DB Group, and the situation of the Bus line of business of DB Regional. The Chairman of the Audit and Compliance Committee was in regular contact with the Management Board and the external auditor, and reported regularly and in detail on the committee’s work to the full Supervisory Board.

In the year under review, the Personnel Committee held a total of 13 – four regular and nine extraordinary – meetings or telephone conferences to prepare Management Board related matters for discussion by the Supervisory Board, discussed questions regarding compensation for the members of the Management Board, and prepared the corresponding resolutions for the Supervisory Board as a result.

The Mediation Committee established in accordance with section 27 (3) of the Co-­­Determination Act (Mitbestimmungsgesetz; MitbestG) did not have occasion to meet in the year under review.

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