Deutsche Bank Governance and operations Non-Financial Report 2022 Corporate governance Corporate governance – Governance setup ensures clear separation of responsibilities – Dedicated Chief Sustainability Officer – Senior management’s variable compensation includes non-financial indicators GRI 2-9/10/11/12/13/17/18/19/20, 405-1 Deutsche Bank AG is incorporated as a German stock corporation (Aktiengesellschaft, or AG). Its corporate governance therefore reflects the structure with three separate corporate bodies – Supervisory Board, Management Board, and Shareholders’ Meeting – stipulated by the German Stock Corporation Act (AktG). Each of these three corporate bodies has distinct responsibilities. The Supervisory Board appoints the members of the Management Board and monitors its activities. The Management Board has overarching responsibility for managing Deutsche Bank AG, steering Deutsche Bank Group and setting the bank’s strategic course. The Shareholders’ Meeting appoints the shareholders’ representatives to the Supervisory Board and votes on certain matters established by law and the Company’s Articles of Association. Given the corporate governance structure with its separation of the Management and Supervisory Board, a member of the Supervisory Board is excluded from being a member of the Management Board. The Supervisory Board consists of 20 members, 10 of whom are shareholder representatives elected by the Shareholders’ Meeting, 10 of whom are employee representatives. Pursuant to the German Co-Determination Act (Mitbestimmungsgesetz), the employee representatives are elected by the Deutsche Bank AG’s employees in Germany. Unlike the Management Board, the Supervisory Board generally does not perform management functions or issue direct business instructions to the Management Board. However, it has the authority to subject certain of the Management Board’s decisions to a consent requirement. Moreover, it, together with the Management Board, adopts Deutsche Bank AG’s annual financial statements, approves the Group’s annual financial statements and appoints the members of the Management Board. To maintain the necessary expertise for their responsibilities, the members of the Supervisory Board receive different training throughout the year, including ESG. The report of the Supervisory Board contains further details on the Supervisory Board’s training and education measures. 71