During the reporting period, we discussed the implementation of our Group strategy Compass 2023 in detail. We advised the Executive Board on all relevant aspects of the strategy. For details on the growth strategy, please refer to the Our strategy and steering parameters section in the combined management report.

The effects and potential risks for Deutsche Börse Group of the war of aggression against Ukraine were another focus area of our work. In this context, we discussed the full and proper implementation of the international sanctions regime against Russia, and also looked closely at the stability of our trading and settlement system at times of high capacity use and market volatility. We also discussed in depth our cyber resilience, i.e. the resistance of our IT systems to external interference.

We also dealt with the implementation status of the IT strategy 2023+. It was developed in line with the Group strategy Compass 2023, supports its objectives and focuses on the requirements of the business areas. A key element of the IT strategy 2023+ is the ongoing development of IT in the business areas, in order to support the implementation of the business objectives below the Group strategy. How and to what extent cloud technology is to be used going forward and the corresponding expertise play a vital role. We also dealt with the topic of information security and followed the preparations for the planned introduction of the SAP system S/4HANA.

Another core topic of our Supervisory Board work in the reporting year was the various external acquisitions and equity investments to expand and strengthen our business. Deutsche Börse AG acquired the fund data manager, Kneip Communication S.A., to strengthen its growth areas of fund services and data. We also discussed structural and organisational changes in the Fund Services and Securities Services segments following the re-segmentation of our operating activities in the reporting year.

An overarching element of our work was again the discussion of different ESG aspects and the progress made. The importance of ESG for Deutsche Börse Group and the resulting business opportunities were at the forefront of the debate. This entailed gaining an overview of the market for ESG products and its main influencing factors, the role of market infrastructure providers for the sustainable transformation of the economy, and key ESG product initiatives from Deutsche Börse Group. In addition, we discussed the regulatory challenges in ESG reporting. Sustainability targets play an important role in the current remuneration system for the Executive Board. We approved the remuneration report on the implementation of the Executive Board remuneration system in 2021 as part of the financial statements. The remuneration report was approved by a majority of 95.93 per cent of shareholders at the Annual General Meeting on 18 May 2022. We also added expertise in sustainability matters to the qualification requirements for members of the Executive Board and Supervisory Board.

Other key areas of our Supervisory Board’s work were the decisions taken in the reporting period on the future composition of the Executive Board and the changes in the members of the Supervisory Board.

We again ensured continuity in the composition of the Executive Board in the reporting year. We renewed the appointment of Heike Eckert, responsible for Governance, People & Culture, until 30 June 2028. Please refer to the Personnel matters section for details.

At the Annual General Meeting of Deutsche Börse AG held on 18 May 2022, which again had to be held online due to the Covid-19 pandemic, Shannon A. Johnston was elected to the Supervisory Board of Deutsche Börse AG. The composition of the Supervisory Board committees was also adjusted afterwards. Please refer to the Personnel matters section for details.

In the year under review, we again had regular and intensive discussions concerning ongoing proceedings by the Public Prosecutor’s Office in Cologne regarding the conception and settlement implementation of security transactions by market participants over the dividend date (cum-ex affair). In the opinion of the Public Prosecutor’s Office, these 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 exchange regulator in Hesse.

Other important litigation and legal proceedings concerning Deutsche Börse Group were also an important aspect of our work on the Supervisory Board. The efficiency, suitability and effectiveness of the internal control systems and the handling of findings by internal control functions as well as external auditors and regulatory authorities were another important area of our work.

In addition, the Supervisory Board Chair held meetings with institutional investors and proxy advisers in November and December 2022 to discuss current governance topics affecting the Supervisory Board. These meetings focused on the work of the Supervisory Board in the reporting year and the personnel decisions taken for the Supervisory Board and Executive Board, a possible increase in Executive Board remuneration and plans for holding the upcoming Annual General Meeting in a virtual format. 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 issues:

At our ordinary meeting on 9 February 2022, the Executive Board reported in a regular cycle on the status of the cross divisional client relationship management. We also discussed the preliminary results for the 2021 financial year and the Executive Board’s dividend proposal for the 2021. Following a detailed examination, we set the amount of the variable remuneration payable to the Executive Board for the financial year 2021. We also adopted the 2021 corporate governance statement. The proposal by the Executive Board to hold the Annual General Meeting in 2022 again in a virtual format was also approved. The Executive Board informed us in detail about succession planning for the senior management level and about gender diversity and the creation of a global talent pool for upper and middle management. Furthermore, the Executive Board reported on the current status of ongoing proceedings regarding security transactions by market participants over the dividend date (cum-ex affair) and the status of investigations by the exchange regulator in Hesse into such transactions. 

In a workshop held on 3 March 2022, we dealt with the rights and obligations of the Supervisory Board and Executive Board.

At the ordinary meeting on 4 March 2022, the Executive Board informed us about the potential effects and risks of the war of aggression begun by Russia against Ukraine on 24 February 2022, and the steps taken in response by Deutsche Börse Group up to that point. We discussed the financial statements of Deutsche Börse AG for 2021, the consolidated financial statements for 2021 and the 2021 remuneration report in the presence of the external auditors. We approved the annual and consolidated financial statements for 2021 and the 2021 remuneration report, having carried out our own detailed examination, in line with the recommendation by 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. We adopted the report of the Supervisory Board for 2021 and the agenda for the 2022 Annual General Meeting. The Executive Board informed us of the personnel situation in Deutsche Börse Group.

An ESG workshop was held on 4 March 2022, as well, in which we took a wide-ranging look at the topic of sustainability, its importance for Deutsche Börse Group and the regulatory requirements for ESG reporting.

At our ordinary meeting on 18 May 2022, we discussed the upcoming Annual General Meeting with the Executive Board. This was the last meeting attended by shareholder representative Karl-Heinz Flöther and the first for employee representative Oliver Greie.

The extraordinary meeting held after the close of the Annual General Meeting on 18 May 2022 was also attended by Shannon A. Johnston, the new shareholder representative on the Supervisory Board. We adopted changes to the composition of the Supervisory Board committees. For details, see Supervisory Board committees in the Corporate governance statement included in the combined management report.

In the ordinary meeting on 21 June 2022, the Executive Board again reported on the risk situation following the Russian war of aggression against Ukraine. We discussed the status of ongoing proceedings regarding security transactions by market participants over the dividend date (cum-ex affairs). In addition, we looked in detail at succession planning for the Executive Board and resolved to carry out the annual effectiveness review, which was supported by an external service provider in the reporting year.

In a compliance workshop on 28 September 2022, we dealt with the avoidance of money-laundering and the process for handling mandates and avoiding conflicts of interest.

In another workshop on 29 September 2022 about technology topics, we received information about how and to what extent cloud technology should be used in future, and on the implementation status of the IT strategy 2023+.

In the ordinary meeting on 29 September 2022, we renewed the Executive Board appointment of Heike Eckert until 30 June 2028. The status of ongoing proceedings regarding security transactions by market participants over the dividend date (cum-ex affair) was again discussed by the Supervisory Board. We reviewed the description of the tasks and requirements for the Executive Board and Supervisory Board including the competence profile in light of legislative changes and the German Corporate Governance Code, which was revised in the reporting year, and approved an amended version. For the same reason, we approved an updated version of the bylaws for the Supervisory Board. We also dealt with this year’s effectiveness review.

In the ordinary meeting on 7 December 2022, we adopted the budget for 2023 and set the Executive Board targets for the 2023 financial year. The Executive Board informed us about the results of the employee survey, the implementation status of the personnel strategy and the revisions that had been made to the strategy for 2023. We gained an impression of the performance of recently acquired companies and of the equity investments in the context of Deutsche Börse Group’s corporate venturing activities. 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 Supervisory Board. Furthermore, we adopted the declaration of conformity in accordance with section 161 of the Aktiengesetz (AktG, German Stock Corporation Act) for the 2022 financial year, which can be viewed at www.deutsche-boerse.com > Investor Relations > Corporate Governance > Declaration of conformity.

The Supervisory Board meetings all took place at the company’s headquarters in the reporting year. Martin Jetter, the Supervisory Board Chair, presented the agenda before each meeting and informed the Supervisory Board about current matters. 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 9 March 2023 in which we approved the annual and consolidated financial statements for 2022, 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.

The Supervisory Board had seven permanent committees in the reporting year. The committees are responsible primarily for preparing the decisions to be taken by, and topics to be discussed in, the plenary meetings. Additionally, the Supervisory Board has delegated individual decision-making powers to the committees, to the extent that this is legally permissible. The individual committee chairs reported in detail to the plenary meetings on the work performed by their committees. The Chair of the Supervisory Board chairs the Nomination Committee, the Strategy and Sustainability Committee, the Chairman’s Committee and the Mediation Committee. Details on the members and duties of the Supervisory Board committees in 2022 can be found in the Corporate governance statement section of the combined management report. The committees focused on the following key issues:

Audit Committee (six meetings during the reporting period)

• Financial topics, particularly capital management
• Financial reporting: examination, in the presence of the auditors, of the annual financial statements of Deutsche Börse AG and of the consolidated financial statements, including the financial reporting process, of the integrated combined management report, the remuneration report, and the audit report, as well as of the half-yearly financial report and the quarterly statements
• Statutory auditors: obtaining the statement of independence from the external auditors and monitoring the external auditors’ independence; issuing the engagement letter to the external auditors for the audit of the annual and consolidated financial statements and the integrated combined management report; issuing the engagement letter for the audit of the form and contents of the remuneration report; agreeing the external auditors’ fee; defining and discussing the focus areas of the audit; discussing non-audit services rendered by the external auditors; evaluating the quality of the audit and preparing the Supervisory Board’s proposal to the Annual General Meeting on the election of the auditors
• Internal control systems: discussion of questions relating to risk management, compliance and capital market compliance, and the internal control and audit system; discussion of the methods and systems used and their efficiency, adequacy and effectiveness
• Deutsche Börse AG’s dividend and the Group’s budget
• Discussion and formal adoption of the Audit Committee’s tasks for the coming year
• Preparation of the Supervisory Board’s resolution on the corporate governance statement in accordance with section 289f of the Handelsgesetzbuch (HGB, German Commercial Code) and the declaration of conformity in accordance with section 161 AktG
• Measures to close internal and external audit findings
• Management of outsourcing 
• Management of regulatory changes, in particular the German Supply Chain Due Diligence Act (Gesetz über die unternehmerischen Sorgfaltspflichten in Lieferketten, LkSG) and its implementation
• Dealing with material litigation and legal proceedings involving Deutsche Börse Group 
• Dealing with the tax positions of Deutsche Börse AG and other tax issues 
• Report on specific compliance audits
• Dealing with compliance-related topics such as the whistle-blowing system, the prevention of money laundering and the sanctions framework of Deutsche Börse Group
• Dealing with ESG reporting and potential ESG risks
• Dealing with the status of the SAP roadmap

Nomination Committee (five meetings during the reporting period)

• Executive Board remuneration: target achievement of Executive Board members; determination of the variable remuneration for Executive Board members for 2021; preliminary discussion of individual target achievement by members of the Executive Board for 2022; preparing the adoption for the Supervisory Board of individual targets for members of the Executive Board for 2023
• Personnel matters: discussion of succession planning for the Executive Board and subordinate management levels, also taking gender aspects into account; preparing a recommendation to the plenary session on the reappointment of Heike Eckert; dealing with external memberships, executive and supervisory board mandates of Theodor Weimer, Thomas Book and Stephan Leithner
• Candidate search and selection by the shareholder representatives of a successor to Karl-Heinz Flöther for the Supervisory Board seat 
• Discussion of the competence profile for the Supervisory Board, the suitability assessment and the updated side letter on the suitability assessment policy 
• Updating the job description and qualification requirements for the Executive Board and Supervisory Board in view of legislative changes and the revision of the German Corporate Governance Code in the reporting year 
• Dealing with the suitability assessment for the Executive Board and Supervisory Board, including the qualification matrix for the Supervisory Board
• Dealing with the training plan for the Executive Board and Supervisory Board for 2023
• Discussion of the results of the annual staff survey
• Report by the Chair of the Supervisory Board on the corporate governance roadshow

Risk Committee (four meetings during the reporting period)

• Discussion about the quarterly compliance and risk management reports
• Ongoing enhancements to Group-wide compliance and risk management and the harmonisation of internal control systems
• Operational risk, information security and business continuity management
• Risk management in the Eurex subgroup and at ECC AG and Crypto Finance AG
• Dealing with upcoming regulatory requirements
• Discussion of outstanding audit findings and plan of action to address them
• Discussion of the risk appetite of Deutsche Börse Group for 2023
• Discussion of the availability of key systems and mitigation measures
• Dealing with specific risk situations, particularly concerning the geopolitical situation and mitigation measures

Strategy and Sustainability Committee (two meetings during the reporting period)

• Discussion of the situation and strategy of EEX and 360T and the cash market
• Update on ESG strategy, activities and priorities
• Discussion of how, and to what extent, to make further use of cloud technology

Technology Committee (four meetings during the reporting period)

• Debate on information security, IT risk management and cyber resilience in the face of various scenarios
• Dealing with digitalisation initiatives at the Clearstream subgroup 
• Discussion of IT support for the structural and organisational changes in the Clearstream subgroup, and for the growth strategy in the Eurex subgroup
• Follow-up on the SAP roadmap and the planned relocation to a new data centre

Chairman’s Committee (no meeting during the reporting period)

• The Chairman’s Committee convenes on the initiative of the Chair of the Supervisory Board; it deals with time-sensitive affairs and prepares the corresponding Supervisory Board plenary meetings. There was no need for the Chairman’s Committee to hold a meeting during the year under review.

Mediation Committee (no meetings during the reporting period)

• The Mediation Committee is set up by law. Pursuant to section 31(3) MitbestG, it submits proposals to the Supervisory Board for the appointment or dismissal of Executive Board members when a two-thirds majority has not been reached. The Mediation Committee only convenes as required. There was no need for the Mediation Committee to hold a meeting during the year under review.

PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, based in Frankfurt am Main, (PwC) audited the annual financial statements of Deutsche Börse AG, the consolidated financial statements and the integrated combined management report for the financial year ended 31 December 2022, together with the accounting system, and issued an unqualified audit opinion. The condensed financial statements and interim management report contained in the half-yearly financial report for the first six months of 2022 were reviewed by PwC. The documents relating to the financial statements and the reports by PwC were submitted to us for inspection and examination in good time. The auditors responsible were Marc Billeb and Dr Michael Rönnberg. The auditors attended the relevant meetings of the Audit Committee and the meeting of the full Supervisory Board to discuss the financial statements – in all cases, also without the Executive Board members, they reported on the key results of their audit. In particular, they explained the net assets, financial position and result of operations of the company and the Group and were available to provide further information. They had regular exchanges with the Chair of the Supervisory Board and the Chair of the Audit and Risk Committee, also outside the meetings. The audit of the annual and consolidated financial statements and the combined management report and non-financial declaration did not give rise to any objections. No facts were identified in the course of the audit that would indicate an inaccuracy in the declaration of conformity pursuant to section 161 AktG declared by the Executive Board and Supervisory Board, for which an obligation of the auditor to inform the Chair of the Audit Committee had been agreed. There were also no objections about the non-mandatory review of the form and contents of the remuneration report. The Supervisory Board discussed the services provided by PwC in addition to their statutory auditing services on a regular basis. There were no grounds for suspecting that the auditors’ independence might be impaired.

The Audit Committee discussed the financial statement documents and the reports by PwC in detail with the auditors and examined them carefully itself. It is satisfied that the reports meet the statutory requirements under sections 317 and 321 HGB, in particular. The committee reported to the Supervisory Board on its examination and recommended that it approve the annual financial statements and consolidated financial statements.

Our own examination – during a plenary meeting – of the 2022 annual financial statements, consolidated financial statements and the integrated combined management report did not lead to any objections. We therefore approved the result of the audit. We approved the annual financial statements prepared by the Executive Board and the consolidated financial statements at our meeting on 9 March 2023, in line with the Audit Committee’s recommendation. As a result, the annual financial statements of Deutsche Börse AG have been adopted. The Audit Committee discussed the Executive Board’s proposal for the appropriation of the unappropriated surplus (Bilanzgewinn) in detail with the Executive Board. The discussion covered the company’s liquidity, its financial planning and shareholders’ interests. Following this discussion and its own examination, the Audit Committee concurred with the Executive Board’s proposal for the use of appropriation of the unappropriated surplus. After examining this ourselves, the plenary meeting of the Supervisory Board also approved the Executive Board’s proposal.

The following personnel changes were made to the Supervisory Board during the reporting period:

In line with the Articles of Association the Supervisory Board consists of sixteen members. The shareholder representative, Shannon A. Johnston, was one of eight members newly elected to the Supervisory Board. Shannon A. Johnston succeeds Karl-Heinz Flöther, who resigned his seat after ten years on Deutsche Börse AG’s Supervisory Board at the close of the Annual General Meeting on 18 May 2022. Shannon A. Johnston was given a detailed introduction to Supervisory Board work at the beginning of her term of office.

On the side of the employee representatives, Oliver Greie was appointed to the Supervisory Board by the local district court as of 29 April 2022. He succeeds Katrin Behrens, who resigned before the end of her term of office as of 28 April 2022 and left the Supervisory Board at her own request.

No personnel changes were made with regard to the Executive Board in 2022. 

The Supervisory Board took important decisions on the future composition of the Executive Board and renewed the terms of office of Heike Eckert until 30 June 2028.

In order to rule out in advance even the impression that their personal interests might affect their work and decisions in the Supervisory Board, all Supervisory Board members shall disclose conflicts of interests to the Chair of the Supervisory Board without delay, particularly those that may result from acting as a consultant to or serving on the corporate bodies of clients, suppliers, lenders or other business partners. As a precaution, one Supervisory Board member did not take part in discussions and decisions on the subject of cum-ex in order to avoid a potential conflict of interest. In relation to another potential conflict of interest, one Supervisory Board member also did not take part in Supervisory Board discussions about a strategic option as a precautionary measure.

The Supervisory Board would like to thank the Executive Board and all employees for their great commitment and good work in 2022, which the geopolitical situation, as well as the ongoing Covid-19 pandemic made particularly challenging.

Frankfurt/Main, 9 March 2023
for the Supervisory Board:

Martin Jetter
Chair of the Supervisory Board