Deutsche Bank Governance and operations Non-Financial Report 2022 Corporate governance The Group Sustainability Committee, chaired by Deutsche Bank’s Chief Executive Officer and the Chief Sustainability Officer (Vice Chair), was established in September 2020 to serve as the main governance body for group-wide sustainability issues with the aim of positioning Deutsche Bank to become a sustainable finance champion by integrating environmental, social, and governance (ESG) criteria into business and investment decisions. The Corporate Governance Statement in the Annual Report 2022 contains more information about Management Board composition. Deutsche Bank consistently pursues the goal of being a role model for sustainability in the financial sector, thus contributing to a more environmentally compatible, socially responsible and better managed economy. In order to closely and visibly link the sustainability strategy with the compensation of the Management Board, the Supervisory Board decided at an early stage to reflect the bank's strategic sustainable goals in the compensation system. Already since 2021, the Supervisory Board and Management Board have linked the variable compensation of the bank’s top executives to additional financial and non-financial criteria from the areas of ESG. This further developed system for the compensation of the members of the Management Board of Deutsche Bank, which was approved by the Annual General Meeting in 2021 with a majority of 97.76%, was also applied in 2022. The compensation system forms the basis for the Supervisory Board to determine each member of the Management Board's total compensation. The Supervisory Board is supported by the Compensation Control Committee. Management Board members receive fixed and variable compensation components. The latter consists of two elements (short-term award and long-term award) and reflects the degree to which group, divisional, and individual objectives are achieved. Both awards are linked to several ESG targets. The aim is to closely align compensation with the bank´s sustainability strategy and performance. The ESG targets for the short-term award are contained in individual and divisional balanced scorecards. They can also be part of a Management Board member’s individual targets agreed on at the beginning of a financial year. An ESG rating index representing a composite of five large rating agencies is also factored in. The ESG factor, which is the highest- weight factor in the long-term award, is assessed based on ESG objectives. These are related to impactful Group ESG focus topics that are the Management Board’s responsibility. The objectives, which are transparently disclosed in the Management Compensation Report include factors such as e.g., the amount of sustainable financing and investments, the reduction of electricity consumption in the bank’s buildings, concretely defined targets from the area of climate risk management as well as the improvement in gender diversity. In addition, the objectives include employee feedback culture, as well as achievements and positive developments regarding the bank’s control environment and remediation activities. The targets are linked to measurable key performance indicators (KPIs) to ensure an objective assessment of performance. Deutsche Bank has already published the corresponding targets and KPIs for the financial year in detail in the Outlook of the Compensation Report 2021, including target values, thresholds and caps, and discloses the results in the Compensation Report 2022. The compensation policy and the compensation system covered by it are implemented in individual but uniform and rule-compliant contracts for all Management Board members in compliance with banking law pursuant to Section 10 (4) of the German Remuneration Ordinance for Institutions (InstitutsVergV) and were approved by the Supervisory Board. 73
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