2017 Integrated Report – Departure into a new era

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 four 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 five times in the year under review, addressing, in particular, the current financial 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 in detail the progress and development of costs of the major Stuttgart 21 project based on the Management Board’s quarterly reports, each of which was accompanied by a review by the auditors. 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 Emmerich – Oberhausen section on expansion line 46 – 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 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 individual items of financial importance, such as the vehicle situation at DB Regional, digitalization initiatives, and DB Group’s insurance management activities. 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 five regular meetings and 12 extraordinary meetings or telephone conferences to prepare Management Board-­related matters for discussion by the Supervisory Board. Two further members of the Supervisory Board temporarily joined the Personnel Committee to select suitable candidates to fill vacant Management Board posts. The methodology and progress of the selection procedure were discussed at the committee meetings, and proposals for appointment were developed for the full Supervisory Board. Compensation issues relating to members of the Management Board were also discussed. In addition to discussing new appointments, the Personnel Committee also focused on the reappointment of Management Board members. Furthermore, the committee adjusted the method for calculating the long-term incentive plan for Management Board members, reworded the catalog of ancillary services, and amended the pension rules for newly appointed Management Board members, as well as preparing the associated resolutions for adoption by the Supervisory Board.

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.