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Committees

Committees

Currently the Supervisory Board of Deutsche Börse AG has seven committees:

  • the Mediation Committee
  • the Chairman’s Committee
  • the Audit Committee,
  • the Nomination Committee,
  • the Risk Committee,
  • the Strategy Committee and
  • the Technology Committee.

The Supervisory Board has established committees with the aim of improving the efficiency of its work by dealing with complex matters in smaller groups and preparing them for the Supervisory Board. They are convened by the Chairman of the Committee. In accordance with the legal requirements and the Company’s business interests, the Supervisory Board has established seven committees. The individual responsibilities and the procedural requirements for adopting resolutions are laid down in the rules of procedure for the Supervisory Board; the committees do not have their own separate rules of procedure. The procedural requirements essentially correspond to those of the plenary meeting of the Supervisory Board. The tasks and composition of the individual committees are described in the following. The Chairmen report to the plenary meeting about objects and resolutions of the committee meetings in detail.

Mediation Committee

The Mediation Committee is established as required by law. According to § 31 para. 3 Co-Determination Act (Mitbestimmungsgesetz), the Committee makes proposals to the Supervisory Board if a two-thirds majority for the appointment or dismissal of Executive Board members is not achieved. The Mediation Committee convenes only when required.

Members of the Mediation Committee

  
Joachim Faber (Chairman) 
Marion Fornoff 
Jutta Stuhlfauth 

Chairman’s Committee

The Chairman’s Committee advises and supports the Chairman of the Supervisory Board in his work, in particular in preparing meetings of the Supervisory Board as well as coordinating the Supervisory Board and handling current matters between meetings of the Supervisory Board.

Members of the Chairman's Committee

  
Joachim Faber (Chairman) 
Nadine Absenger 
Richard Berliand 
Jutta Stuhlfauth 

Audit Committee

The Audit Committee addresses the areas of finance and auditing. In particular it deals with the preparation of the annual budget and financial topics, in particular capital management. The Audit Committee discusses the adequacy and effectiveness of the internal control systems of the Company, in particular the risk management, compliance and internal auditing system. Moreover, it deals with the audit reports and reporting and accounting matters, including the supervision of the reporting and accounting process, and discusses the half-yearly financial reports and any quarterly financial reports. The Audit Committee examines the annual financial statements, the consolidated financial statements and the combined management report including the combined non-financial statement. It discusses the auditor’s report with the auditor. The Audit Committee also prepares the Supervisory Board’s decision on the approval of the annual financial statements and the consolidated financial statements as well as the proposal to the Annual General Meeting on the appropriation of unappropriated surplus. It also prepares the proposal of the Supervisory Board on the election of the auditor of annual accounts and group accounts as well as the auditor of half-yearly financial reports and makes a recommendation to the Supervisory Board on this matter. The Audit Committee assists the Supervisory Board by examining the necessary independence of the auditor. Besides, the Audit Committee retains the auditor and stipulates the audit priorities and the fee agreement. It prepares the resolution of the Supervisory Board on the declaration of conformity regarding the German Corporate Governance Code in accordance with § 161 German Stock Corporation Act and the declaration regarding corporate governance according to § 289f Handelsgesetzbuch (HGB).

Members of the Audit Committee

  
Barbara Lambert (Chairman) 
Nadine Absenger 
Karl-Heinz Flöther 
Hans-Peter Gabe 
Jutta Stuhlfauth 
Guest: Joachim Faber 

Nomination Committee

The Nomination Committee has in particular the task to propose suitable candidates to the Supervisory Board for recommendation to the Shareholders’ Meeting and to focus on entering into, amending and terminating service agreements with the Executive Board members within the scope of the resolutions of the Supervisory Board. Moreover, the Nomination Committee prepares the determination of the aggregate remuneration and of retirement benefits of any member of the Executive Board as well as the determination of payments to surviving dependants and any other similar payments by the Supervisory Board. It reviews the reasonableness of the remuneration of the Executive Board members and develops proposals for any adjustments where required. The Nomination Committee has to consent in each case members of the Executive Board join an executive board, a supervisory board, an administrative board or similar body or take on an honorary or second position. This also applies to the granting or revocation of general powers (of attorney). The Nomination Committee is also responsible for the approval of granting employees retirement benefits and pensions or other personal pension benefits and of the conclusion of internal agreements (shop agreements) concerning the establishment of benefit schemes. Furthermore, the Nomination Committee regularly assesses inter alia the structure, size, composition and performance of the Executive Board and the Supervisory Board.

The proposal to the Shareholder’s Meeting regarding the election of the new Supervisory Board members is solely prepared by the shareholder representatives in the Nomination Committee.

Members of the Nomination Committee

 
Joachim Faber (Chairman) 
Richard Berliand 
Marion Fornoff 
Jutta Stuhlfauth 
Gerd Tausendfreund 

Risk Committee

The Risk Committee reviews the risk management framework, including the overall risk strategy and risk appetite as well as the risk roadmap. It receives and reviews the periodic risk management and compliance reports and controls the monitoring of operational, financial and business risks of the Group. The Risk Committee also discusses annual reports on the key risks and on the risk management systems of the Group’s regulated companies as far as permitted by law.

Members of the Risk Committee

  
Richard Berliand (Chairman) 
Nadine Absenger 
Hans-Peter Gabe 
Barbara Lambert 

Strategy Committee

The Strategy Committee advises the Executive Board in matters of strategic significance for the Company and its affiliated enterprises. It particularly addresses issues concerning the Company's orientation in terms of fundamental corporate policy and entrepreneurship, as well as projects of significance for Deutsche Börse Group.

Members of the Strategy Committee

  
Joachim Faber (Chairman)    
Ann-Kristin Achleitner 
Marion Fornoff 
Florian Rodeit 
Jutta Stuhlfauth 
Amy Yip 

Technology Committee

The Technology Committee supports the Supervisory Board in its monitoring and control responsibility in the field of information technology in order to implement the business strategy of the Group and in relation to Information Security. The Technology Committee advises on IT strategy and architecture and oversees the monitoring of technology innovation, IT service delivery including technical performance and stability of IT systems, IT risks and information security services and information risks.

Members of the Technology Committee

  
Richard Berliand (Chairman) 
Karl-Heinz Flöther     
Marion Fornoff 
Hans-Peter Gabe 
Florian Rodeit 
 

See the Report of the Supervisory Board for details of the committees' activities.

Additional Information

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