Cooperation between the Management Board and the Supervisory Board
As a German 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 takes part in meetings of the Supervisory Board insofar as the Supervisory Board deems this necessary and 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 23, 2022, the Supervisory Board decided to dissolve the previous Passenger Transport Board division and to transfer both long-distance passenger transport and regional transport to a separate Board division. For the period from July 1, 2022, to June 30, 2025, Ms. Evelyn Palla was appointed member of the Management Board of DB AG for the new Regional Transport Board division and Dr. Michael Peterson for the new Long-Distance Passenger Transport Board Division. The Infrastructure Board division has been managed by Mr. Berthold Huber since July 1, 2022, thus succeeding Ronald Pofalla, who left DB Group on April 30, 2022.
Based on the recommendations of the Public Corporate Governance Code and the corresponding regulations in the company documents, all Board members are required to report conflicts of interest. Conflicts of interest that have occurred are reported in the declaration of conformity to be issued annually. Accordingly, the members of the Management Board immediately disclose conflicts of interest to the Supervisory Board and inform their colleagues on the Management Board about them. In the reporting period, no such incidents arose.
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 selection process for the members of the Supervisory Board is carried out by the owner in accordance with the statutory provisions. The employees’ representatives on the Supervisory Board are elected in line with the requirements of the Co-Determination Act. The company is therefore not able to provide detailed information about a selection procedure or any underlying criteria (including diversity characteristics). An overview of the incumbent members of the Supervisory Board together with their functions or job titles is shown in the consolidated financial statements.
In the current term of office, Mr. Christian Schmidt resigned his Supervisory Board mandate with effect from the end of April 30, 2022, and Ms. Kirsten Lühmann and Mr. Eckhardt Rehberg resigned their respective Supervisory Board mandates with effect from the end of June 15, 2022. With effect from June 16, 2022, Mr. Stefan Gelbhaar (Member of the German Parliament), Ms. Dorothee Martin (Member of the German Parliament) and Mr. Bernd Reuther (Member of the German Parliament) were elected as members of the Supervisory Board of DB AG at the extraordinary general meeting on June 16, 2022. With effect from the end of June 15, 2022, Mr. Enak Ferlemann and Ms. Elisabeth Winkelmeier-Becker each resigned from their Supervisory Board mandates. With effect from June 16, 2022, Parliamentary State Secretary Susanne Henckel, Federal Ministry of Digital and Transport (BMDV), and Parliamentary Secretary of State Anja Hajduk, Federal Ministry of Economics and Climate Protection (BMWK), were appointed to the Supervisory Board of DB AG for the remainder of the term of office. Former State Secretary Michael Odenwald resigned his mandate and, in connection with this, also resigned from his position as Chairman of the Supervisory Board with effect from the end of July 22, 2022. Ms. Ingrid Hengster resigned her Supervisory Board mandate with effect from August 19, 2022. At the Supervisory Board meeting on September 28, 2022, State Secretary Werner Gatzer was elected to the position of Chairman of the Supervisory Board. At the extraordinary general meeting of September 29, 2022, Ms. Daniela Mattheus was elected to the Supervisory Board of DB AG with immediate effect from October 1, 2022, and at the extraordinary general meeting of December 7, 2022, Mr. Michael Sven Puschel was also elected to the Supervisory Board of DB AG with immediate effect for the remaining term of office.
Mr. Jürgen Beuttler and Mr. Mario Reiss each resigned their Supervisory Board mandates with effect from the end of July 31, 2022. Mr. Klaus-Dieter Hommel resigned his Supervisory Board mandate with effect from the end of September 30, 2022 and Mr. Jürgen Knörzer resigned his Supervisory Board mandate with effect from the end of October 31, 2022. Alexander Kaczmarek and Klaus-Peter Schölzke were appointed members of the Supervisory Board of DB AG with effect from September 13, 2022, by way of a judicial appointment by the Charlottenburg District Court. By way of a judicial appointment with effect from December 8, 2022, Mr. Ralf Damde and Mr. Manfred Scholze were also appointed members of the Supervisory Board of DB AG. At the Supervisory Board meeting on December 15, 2022, Mr. Martin Burkert was elected Deputy Chair of the Supervisory Board.
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.
Based on the recommendations of the Public Corporate Governance Code and the corresponding regulations in the company documents, all Board members are required to report conflicts of interest. Conflicts of interest that have occurred are reported in the declaration of conformity to be issued annually. The members of the Supervisory Board must also disclose any conflicts of interest to the Supervisory Board without delay and inform the Supervisory Board accordingly. 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.
As of the reporting date December 31, 2022, the Supervisory Board of DB AG included, and still includes, seven women (35.0%). A target of a 50% share of women on the Supervisory Board of DB AG was set, with a deadline of June 30, 2027.
The Management Board of DB AG included, as at the reporting date of December 31, 2022, and still includes, two women (37.5%). A target of a 50% share of women on the Management Board of DB AG was set, with a deadline of June 30, 2027.
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, 2022, a 21.6% share of women was realized at the first management level below the Management Board. At the second level, 36.4% 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/management bodies, 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.
