Report
Expert Corporate Governance Service (ECGS)
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Proxy Report - 24/05/2018

General: Supervisory Board member Prof. Dr. Stefan Simon is a member of the Advisory
Committee of DSW, the local partner of ECGS. This report has been prepared using
standard ECGS guidelines.


Item 2: We recommend to oppose the distribution of a dividend. The dividend again is
not covered by earnings and the Company has to report a loss for the third consecutive
year. We therefore consider a dividend payment inappropriate at this time.


Item 4: We recommend opposing the discharge of Supervisory Board Chairman Dr. Paul Achleitner. Dr. Achleitner has again changed the Management Board team by releasing the CEO, John Cryan, from his post. This marks another change after a series of personnel decisions made at the Management Board level. Although Mr. Cryan has been appointed to restructure the bank he was not given enough time and trust by the Chairman, Dr. Achleitner. We are lacking a clear strategy in personnel planning and the Company's strategy which we consider is closely related to Dr. Achleitner and his handling of personnel decisions.

Item 5: KPMG, Berlin, is proposed as auditor for the current financial year. We recommend opposing the re-appointment of KMPG due to our concerns over the ratio of non-audit/audit fees and the auditor's term of office (since 1952).

Items 10-16: Shareholder Riebeck-Brauerei has filed various motions to the agenda of this year's AGM.

Underlying
Deutsche Bank AG

Deutsche Bank is a holding company acting as an international financial service provider. Co. offers a wide variety of investment, financial and related products and services to private individuals, corporate entities and institutional clients around the world. Co. has operations or dealings with existing or potential customers in most countries in the world. Co. is organized into the following six corporate divisions: Global Markets (GM); Corporate & Investment Banking (CIB); Private, Wealth & Commercial Clients (PW&CC); Deutsche Asset Management (Deutsche AM); Postbank (PB); and Non-core Operations Unit (NCOU).

Provider
Proxinvest
Proxinvest

Founded in 1995, Proxinvest is an independent proxy firm supporting the engagement and proxy analysis processes of investors. Proxinvest mission is to analyse corporate governance practices and resolutions proposed at general meetings of listed firms.

Proxinvest main services are :

  • ​Proxy reports
  • Definition and monitoring of client customized voting guidelines
  • Corporate Governance Data and Rating
  • Thematic research
  • Engagement support

Proxinvest has been a pioneer and champion of good corporate governance and has grown into a recognised expert in the field.

Proxinvest is independently-owned and only works for investors : Proxinvest does not provide consulting services to the companies it covers, mitigating related risks to its clients and ensuring the independence of our analysis. As a result Proxinvest is able to take a robust, independent, engaged and unconflicted view of the companies in which our clients invest.

As Managing Partner of Expert Corprate Governance Service Ltd (ECGS), Proxinvest has built a large network of corporate governance experts to support clients in corporate governance analysis worldwide. 

Analysts
Expert Corporate Governance Service (ECGS)

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