Supervisory Board
The Supervisory Board comprehensively advises and supervises the Management Board in the management of the enterprise.
In accordance with the terms of the German Co-Determination Act, the Supervisory Board of DB AG has 20 members, ten members represent shareholders and ten represent employees. The shareholder representatives are partly delegated and partly elected by the Annual General Meeting. The employee representatives are elected in accordance with the terms of the German Co-Determination Act.
Major decisions of the Management Board resulting in a fundamental change in the net assets, financial position and results of operations of the company have to be approved by the Supervisory Board. The Supervisory Board is informed at least every quarter by the Management Board of the development of business, and in particular the development of revenues and the position of the company. The Managing Board also reports regularly to the Supervisory Board with regard to the measures taken in DB Group for complying with laws and internal measures (Compliance). The Supervisory Board is also responsible for auditing and approving the annual financial statements and the consolidated financial statements of DB AG.
DB AG has four Supervisory Board committees:
- Executive Committee,
- Audit and Compliance Committee,
- Personnel Committee as well as the
- Mediation Committee.
In order to perform its monitoring activities, the Supervisory Board has formed a Executive Committee consisting of the Chairman of the Supervisory Board, his deputy and one additional member of the shareholder and employee representatives on the Supervisory Board. The Executive Committee prepares the meetings of the Supervisory Board and may, in exceptional cases, decide on urgent business transactions.
Members of the Executive Committee (as of March 30, 2023)
- Werner Gatzer (Chairman) (since September 28, 2022)
- Michael Odenwald (Chairman) (until July 22, 2022)
- Martin Burkert (since December 15, 2022)
- Enak Ferlemann (until June 15, 2022)
- Susanne Henckel (since June 23, 2022)
- Klaus-Dieter Hommel (until September 30, 2022)
- Jens Schwarz
The Audit and Compliance Committee supports the Supervisory Board in the performance of its monitoring role.
It deals in particular with issues of accounting, risk management and compliance, the internal controlling system, the necessary independence of the auditor, the process of awarding the audit engagement to the auditor and determining key audit issues. In addition, within the framework of its monitoring role, the Audit and Compliance Committee is also informed of compliance with the recommendations of the Public Corporate Governance Codex (PCGK). The Audit and Compliance Committee comprises two shareholders' representatives on the Supervisory Board and two employees' representatives on the Supervisory Board. The Chairman of the Audit Committee has special knowledge and experience in the application of accounting principles and internal control procedures. The duties of the Audit and Compliance Committee are set out in separate rules of procedure.
Members of the Audit and Compliance Committee (as of March 30, 2023)
- Dr. Immo Querner (Chairman)
- Enak Ferlemann (until June 15, 2022)
- Susanne Henckel (since June 23, 2022)
- Jörg Hensel
- Cosima Ingenschay
The Personnel Committee comprises the Chairman of the Supervisory Board, his deputy, one of the shareholders' representatives and one employees' representative on the Supervisory Board.
The Personnel Committee prepares the personnel decisions including contractual issues of the Management Board.
Members of the Personnel Committee (as of March 30, 2023)
- Werner Gatzer (Chairman) (since September 28, 2022)
- Michael Odenwald (Chairman) (until July 22, 2022)
- Martin Burkert (since December 15, 2022)
- Enak Ferlemann (until June 15, 2022)
- Susanne Henckel (since June 23, 2022)
- Klaus-Dieter Hommel (until September 30, 2022)
- Jens Schwarz
To realize the tasks described by Article 27 Section 3 of the Codetermination Act, the Supervisory Board has created a committee which inludes the Chairman, his deputy, as well as both an employee and a stock holder representative of the Supervisory Board, the latter two each elected by a majority vote.
Members of the Mediation Committee (as of March 30, 2023)
- Werner Gatzer (Chairman) (since September 28, 2022)
- Michael Odenwald (Chairman) (until July 22, 2022)
- Martin Burkert (since December 15, 2022)
- Enak Ferlemann (until June 15, 2022)
- Susanne Henckel (since June 23, 2022)
- Klaus-Dieter Hommel (until September 30, 2022)
- Jens Schwarz
