2018 Integrated Report – On track towards a better Railway

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 six 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 met six times in the year under review, addressing, in particular, the current economic situation of DB Group and of individual business units, the risk reporting, and the quarterly and half-year financial statements. The Audit and Compliance Committee discussed the progress and cost development of the major Stuttgart 21 project on the basis of the quarterly reporting from the Management Board, which was accompanied by a review from the auditors and an engineering firm, and, in a separate meeting, advised in detail on the further development of reporting to the Supervisory Board and the committee. 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. The situation of another major capital expenditure project – the S21 section of the Berlin S-Bahn (metro) – was submitted for separate review and discussed in detail by the committee. The committee also continued to address updates in corporate governance and the internal control system necessitated by the 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 also received information on economically significant individual circumstances, such as on the vehicle situation at DB Regional (once again taking up an issue that had already been considered in 2018), the changes in staffing requirements and availability, staff management key indicators, and questions on IT governance, the IT project portfolio and cybersecurity. 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 four regular meetings and two extraordinary meetings or telephone conferences to prepare Management Boardrelated matters for discussion by the Supervisory Board, and 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 German Co-Determination Act (Mitbestimmungsgesetz; MitbestG) did not have occasion to meet in the year under review.