Cooperation between the Management Board and the Supervisory Board
As a German Aktiengesellschaft (joint stock corporation), DB AG is subject to a two-tier management and monitoring structure in the form of the Management Board and Supervisory Board. These two bodies are strictly segregated in terms of both their membership and their competencies. The members of the Management Board bear joint responsibility for the management of the company. The Supervisory Board monitors the activities of the Management Board and is responsible for appointing members to, and dismissing members from, the Management Board.
In the interests of optimum company management, we see it as very important for the Management Board and the Supervisory Board to maintain continuous dialog with each other and to 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, comprehensive information on all matters relevant to the company, particularly those concerning planning, business development, risk exposure and risk management, as well as the internal control system.
An overview of the members of the Management Board and of the Supervisory Board of DB AG, including the mandates they hold, is provided in the Notes to the consolidated financial statements.
The members of the Management Board bear joint responsibility for the management of the company. The Management Board is required to safeguard the interests of the company and is committed to achieving the sustainable growth of enterprise value. It specifies the business goals and defines the strategies to be implemented in order to attain these targets. The Management Board is responsible for making decisions on all matters of fundamental and key importance for the company.
In its meeting on June 15, 2021, the Supervisory Board of DB AG appointed Dr. Daniela Gerd tom Markotten to the Management Board of DB AG as head of the Digitalization and Technology division for the period from September 15, 2021, to September 14, 2024. She succeeds Prof. Dr. Sabina Jeschke, who resigned from her mandate on May 31, 2021.
Management Board members must disclose any conflicts of interest with the Supervisory Board immediately and must also provide their colleagues on the Management Board with information about any such conflicts.
In accordance with this provision, Dr. Sigrid Nikutta informed the bodies at the beginning of her Management Board mandate that she has a familial relationship with a member of the general management of a rail vehicle manufacturer. She has therefore not participated in procurement processes with this rail vehicle manufacturer in order to avoid any conflicts of interest. A change in the management of the rail vehicle manufacturer resolved the potential conflict of interest in the reporting period.
The Supervisory Board advises and monitors the Management Board in its management of the company.
In line with the requirements of the Co-Determination Act (Mitbestimmungsgesetz; MitbestG), the Supervisory Board of DB AG consists of 20 members, of whom ten members are shareholders’ representatives and ten members are employee representatives. Some of the shareholders’ representatives are seconded to the Supervisory Board and some are elected at the Annual General Meeting. The employees’ representatives on the Supervisory Board are elected in line with the requirements of the Co-Determination Act.
In the current term of office, Dr. Tamara Zieschang resigned her mandate on the Supervisory Board with effect from September 16, 2021. Mr. Enak Ferlemann (Member of the German Parliament; former Parliamentary State Secretary) was appointed as her successor on the Supervisory Board of DB AG with effect from October 11, 2021.
Any personal or business relationships of individual members of the Supervisory Board with the company are stated in the Notes to the consolidated financial statements.
Supervisory Board members must immediately disclose any conflicts of interest with the Supervisory Board and must also provide the Supervisory Board with information about any such conflicts. In the reporting period, no such incidents arose.
Transactions of fundamental importance and other Management Board decisions with a major impact on the business operations and on the assets, financial or income situation of the company require the authorization of the Supervisory Board. The Management Board reports to the DB Supervisory Board on the business development and the position of DB Group at least once every quarter. The Management Board also reports to the Supervisory Board regularly on all measures implemented within the company that are intended to ensure compliance with laws and corporate regulations. In addition, the tasks of the Supervisory Board include the auditing and approval of the company’s annual financial statements and the auditing of the company’s management report, the consolidated financial statements, and the DB Group management report. The Supervisory Board also monitors the accounting process, the effectiveness of the internal control system, the risk management system and the internal audit system, as well as the process of auditing the annual financial statements.
The Chairman of the Supervisory Board is in regular contact with the Management Board and specifically the Chief Executive Officer to discuss company strategy, business development and risk management. The Chairman of the Supervisory Board receives regular reports from the Chief Executive Officer on all events that are of key importance for assessing the company’s situation and development, as well as for its management.
There were no consultancy agreements or other comparable service agreements or contracts for services between the members of the Supervisory Board and DB AG in the year under review.
In order to enable it to carry out its monitoring activities to the best of its abilities, the Supervisory Board of DB AG has made use of the option of setting up further committees in addition to the Mediation Committee, which has to be set up in accordance with the Co-Determination Act, and has set up an Executive Committee, an Audit and Compliance Committee and a Personnel Committee. An overview of the members of the committees can be found in the Notes to the consolidated financial statements. Details of the work performed by the individual committees in the year under review are included in the report of the Supervisory Board. Details of the functions of the individual committees can be found on our Web site.
Frauenanteil in Vorstand und Aufsichrsrat
Six women currently serve on the Supervisory Board of DB AG (30.0%). A target of a 30% share of women on the Supervisory Board of DB AG was set, with a deadline of June 30, 2022.
The Management Board of DB AG included, as at the reporting date of December 31, 2021, and still includes, two women (28.6%). A target of a 30% share of women on the Management Board of DB AG was set, with a deadline of June 30, 2022.
At the other management levels of DB AG, the following targets have been set (deadline December 31, 2024): at the first management level below the Management Board, a 31.7% share of women, and at the second management level below the Management Board, a 40.2% share of women.
As of December 31, 2021, a 23.8% share of women was realized at the first management level below the Management Board. At the second level, 33.3% was achieved.
DB Group is committed to the equal participation of women and men in management positions and, on the basis of the law, has decided to set a total target of 30% women in management for all applicable subsidiaries at all levels (Supervisory Boards, Management Boards/general management, first and second management levels), with a deadline of December 31, 2024.
Comprehensive information on DB Group’s diversity and sustainability activities is provided in the non-financial section of the Integrated Report.
