In the reporting year we discussed in detail the upcoming new appointments to the Executive Board and Supervisory Board of Deutsche Börse AG. At the beginning of this year, Stephan Leithner took over as CEO from Theodor Weimer, who resigned from the Executive Board as scheduled at the end of the reporting year on reaching the age of 65. Stephan Leithner and Theodor Weimer had previously led the company together as Co-CEOs.
Clara-Christina Streit was nominated by the Supervisory Board as its future Chair as of the Annual General Meeting 2025. This was necessary as the incumbent Supervisory Board Chair, Martin Jetter, resigned from his Chairmanship and from the Supervisory Board with effect from the close of the Annual General Meeting 2025. A “Chairman Selection Committee” was formed temporarily by the Supervisory Board to find a new Chair. Clara-Christina Streit has been a member of the Supervisory Board of Deutsche Börse AG since 2019. She has extensive experience of working on and chairing supervisory boards and boards of directors of national and international companies. As Chairwoman of the Government Commission on the German Corporate Governance Code, she also has particular expertise in the area of corporate governance.
Apart from the CEO succession, we also had to take other important personnel decisions concerning the Executive Board in the reporting year. The Executive Board was expanded to seven members. The former business area “Pre- and Post-Trading” was divided into two Executive Board areas to reflect the size and growing strategic importance of the segment “Investment Management Solutions” (formerly Pre-Trading). We first appointed Stephanie Eckermann to the Executive Board with responsibility for “Post-Trading”. At the end of the reporting year, we also appointed Christian Kromann as the Executive Board member for “Investment Management Solutions”. He was appointed as a new member and took over responsibility for this Executive Board area from Stephan Leitner with effect from 1 January 2025. We also appointed Jens Schulte as a future Executive Board member and successor to the long-standing CFO Gregor Pottmeyer, who is scheduled to resign from the company’s Executive Board on 30 September 2025, having been a member since 2009. Please refer to the Personnel matters section for further details.
In addition, the Supervisory Board discussed in detail the upcoming revision of the remuneration system for the Executive Board in the reporting year. This will be presented to the Annual General Meeting 2025 for approval. In terms of the Executive Board remuneration we closely looked at the current regulations, as well as investor perspectives and market trends. The revised remuneration system continues to set targeted incentives for sustainable economic growth by Deutsche Börse AG. In terms of sustainability targets, we concentrated on the employees of Deutsche Börse Group. They are of decisive importance for the Group’s successful long-term performance.
We also looked at employees from a strategic perspective and were given a presentation by the Executive Board on the HR strategy for the entire Deutsche Börse Group. The climate strategy was expanded and environmental activities were combined with social and corporate governance matters to form a new sustainability strategy.
In the field of information technology, we defined “Artificial Intelligence” (AI) and digital assets as priority areas for the Supervisory Board and looked at these in detail. The Executive Board presented its strategic considerations regarding AI to us. We were also informed about concrete use cases of AI in Deutsche Börse Group, AI-enabled programming, and the opportunities and risks of AI for a company’s cyber-resilience. In the field of digital assets, we discussed in depth the digital transformation of financial markets, Deutsche Börse Group’s strategy for its products and services in the digital asset space, and the status of its implementation. Further important topics in the field of information technology were cyber resilience and the status of integration of SimCorp from a technological perspective.
In the reporting year we again dealt with various legal matters, and acquired an overview of the current status of important litigations and legal proceedings involving Deutsche Börse Group, including the litigation and legal proceedings involving Clearstream Banking S.A. in the USA and Luxembourg, the European Commission’s antitrust investigations into financial derivatives, and the ongoing investigation by the Public Prosecution’s Office in Cologne regarding the conception and settlement implementation of securities transactions by market participants over the dividend date (cum-ex transactions). Market participants used such transactions to make unjustified tax refund claims. In this context, the Supervisory Board also dealt with investigations into such transactions by the stock exchange regulator in the German state of Hesse.
Another important aspect of our Supervisory Board work was the efficiency, suitability and effectiveness of the internal control systems, and the handling of findings by internal control functions, external auditors and regulatory authorities.
In addition, the Supervisory Board Chair held meetings with institutional investors and proxy advisers in September and December 2024 to discuss current governance topics affecting the Supervisory Board. These meetings focused on the Supervisory Board’s work in the reporting year, a review of the Annual General Meeting 2024 and a look ahead to 2025, the recent and upcoming personnel decisions for the Executive Board and Supervisory Board, and the revision of the remuneration system for the Executive Board.
The Supervisory Board Chair summarised his dialogue with investors in the plenary meetings and the meetings of the Nomination Committee.
Our plenary meetings and workshops during the reporting period focused particularly on the following topics:
At our ordinary meeting on 7 February 2024, the Executive Board reported in a regular cycle on the status of the cross-divisional client relationship management. We also discussed the preliminary result for financial year 2023 and the Executive Board’s dividend proposal for 2023. After in-depth discussion, we set the amount of variable remuneration for the Executive Board for 2023. We also adopted the corporate governance statement 2023. The Executive Board informed us in detail about the current status of the litigations and legal proceedings involving Clearstream Banking S.A. in the USA and Luxembourg, and the hearing by the Hesse Exchange Supervisory Authority on establishing the risk management system for the stock market operations of the Frankfurt Stock Exchange. Finally, we dealt with the upcoming election of shareholder representatives at the Annual General Meeting 2024 and passed a resolution to propose the election of Sigrid Kozmiensky to the Supervisory Board to succeed Michael Rüdiger.
At the ordinary meeting on 8 March 2024, we discussed Deutsche Börse AG’s annual financial statements for 2023 as well as the consolidated financial statements for 2023 and the remuneration report for 2023 in the presence of the external auditors. After having carried out our own detailed examination, we approved the annual and consolidated financial statements for 2023 and the remuneration report 2023 in line with the recommendation of the Audit Committee, which had previously carried out an in-depth preparatory examination of the documents. The meeting also gave us the opportunity to discuss matters with the auditors without the presence of the Executive Board. In addition to the Supervisory Board report for 2023, we also adopted the agenda for the Annual General Meeting 2024 and elected Barbara Lambert as the deputy chair of the meeting. After an in-depth discussion and on the recommendation of the Nomination Committee, we appointed Stephan Leithner as Deputy CEO with immediate effect until 30 September 2024, as Co-CEO alongside Theodor Weimer with effect from 1 October 2024, and as sole CEO of Deutsche Börse AG with effect from 1 January 2025. The Executive Board then informed us of the personnel situation in Deutsche Börse Group.
A technology workshop on the subject of “Artificial Intelligence” (AI) also took place on 8 March 2024, where we looked at the starting point for strategic considerations regarding AI in Deutsche Börse Group, concrete use cases for AI and new cyber-risks resulting from AI. The Federal Office for Information Security (BSI) also informed us about AI programming support and control criteria for AI.
At our ordinary meeting on 14 May 2024, we discussed the upcoming Annual General Meeting 2024 with the Executive Board.
At the constituent meeting on 14 May 2024, after the close of the Annual General Meeting, Martin Jetter was re-elected as Chair and Markus Beck as Deputy Chair of the Supervisory Board of Deutsche Börse AG. The newly elected shareholder representative Sigrid Kozmiensky and the newly elected employee representatives Rainer Müller, Carsten Schäfer and Maria-Regina Wohak attended the meeting. We also resolved on the composition of the Supervisory Board committees.
At the extraordinary meeting on 27 May 2024, we appointed Stephanie Eckermann to the Executive Board of Deutsche Börse AG.
In another strategy workshop on 18 June 2024, we discussed geopolitical and economic developments in the USA and globally.
Another technology workshop was held on 19 June 2024, in which we looked closely at digital assets. We discussed the digital transformation of financial markets, Deutsche Börse Group’s strategy in this regard and the status of its implementation.
The ordinary meeting on 20 June 2024 was again held at one of Deutsche Börse Group’s international offices. At the meeting in New York City, USA, we discussed the performance of recently acquired companies and equity investments and the investments made in the context of Deutsche Börse Group’s corporate venturing activities. Furthermore, the Executive Board gave us a detailed presentation of Deutsche Börse Group’s strategic consideration regarding AI. Moreover, it explained the starting point for the upcoming HR strategy for the entire Deutsche Börse Group.
At an extraordinary meeting on 10 September 2024, the Supervisory Board Chair, Martin Jetter, informed us about his resignation as Chair and member of the Supervisory Board of Deutsche Börse AG with effect from the close of the Annual General Meeting 2025.
We dealt with the revision of the remuneration system for the Executive Board at a governance workshop on 19 September 2024. A workshop on “D&O insurance” was held on the same day, particularly for the newly elected Supervisory Board members.
At the ordinary meeting on 19 September 2024, the Executive Board explained the HR strategy for the entire Deutsche Börse Group, and we approved the cancellation of treasury shares and the corresponding changes to the Articles of Incorporation to reduce share capital. We dealt with the effectiveness review to be carried out in the reporting year and with the annual suitability assessment. This involved the regular review of the targets for the composition of the Supervisory Board and the amendment of those. Finally, we decided to form a “Chairman Selection Committee” that was mandated to identify candidates to succeed the Chair of the Supervisory Board and to propose them for election by the Supervisory Board.
At the ordinary meeting on 5 and 6 December 2024, we adopted the budget for 2025 and appointed Christian Kromann and Jens Schulte to the Executive Board of Deutsche Börse AG. Christian Kromann took over responsibility for the segment “Investment Management Solutions” as of 1 January 2025 from Stephan Leithner, who became sole CEO as of the same date. Jens Schulte will succeed CFO Gregor Pottmeyer, whose term of office ends as planned on 30 September 2025. On the recommendation of the Chairman Selection Committee we also nominated Clara-Christina Streit as candidate for the Supervisory Board Chair from the end of the ordinary Annual General Meeting 2025. Due to the delay in transposing the CSRD into German law, we also discussed the voluntary business review with limited assurance of the Group sustainability statement in the combined management report, which has been prepared in accordance with the principles of the CSRD and based on the ESRS framework, and appointed PwC to carry this out. We again examined the performance of recently acquired companies and equity investments and the investments made in the context of Deutsche Börse Group’s corporate venturing activities. The Executive Board also informed us about the results of the annual employee survey, the implementation status of the personnel strategy in the reporting year and the revisions that had been made to the strategy for 2025. We also discussed thoroughly and in detail the current status of the important litigations and legal proceedings involving Deutsche Börse Group and adopted the declaration of conformity in accordance with section 161 Aktiengesetz (AktG, German Stock Corporation Act) for financial year 2024, which can be viewed at www.deutsche-boerse.com > Investor Relations > Corporate Governance > Declaration of conformity. We updated the rules of procedure for the Executive Board and agreed to their publication. In addition, we expanded the qualification requirements for Executive Board members relating to information and communications technology and related risks. We discussed and adopted the results of our annual effectiveness review in accordance with section D.12 of the German Corporate Governance Code, the annual suitability assessment of the Supervisory Board and the Executive Board, as well as the upcoming year’s training plan for the Executive Board and Supervisory Board. We also adopted in principle the revised remuneration system for the Executive Board.
Martin Jetter, the Supervisory Board Chair, presented the agenda before each Supervisory Board meeting and informed the Supervisory Board about current matters. The CEO Theodor Weimer, together with his Co-CEO Stephen Leithner from 1 October 2024 onwards, also informed us about the current developments affecting the company’s business and significant transactions at the beginning of each meeting. At the end of each meeting, the Supervisory Board members talked openly and extensively among themselves, without Executive Board members, about the meeting itself and general topics. A similar discussion also took place at the Supervisory Board meeting on 13 March 2025 in which we approved the annual and consolidated financial statements for 2024, and which was also attended by the auditors. From 2021 onwards the members of the Audit Committee have had regular talks with the external auditors without the Executive Board members.