responsibility - Corporate governance



Allocation of capital

Deutsche Börse Group monitors its portfolio of businesses on an ongoing basis. Above-average growth is a yardstick, provided it creates sustainable value(s): we want to keep on growing through acquisitions or mergers, exploiting promising options which are compatible with our strategy. At the same time, we promote entrepreneurial spirit within the company, and are prepared to spin off businesses. We will, however, terminate any initiatives which lack success over the medium term, and which fail to create sustainable value.

Compliance

"Compliance" means conduct in accordance with applicable rules and laws. It is considered a key aspect of good corporate governance. For Deutsche Börse Group as a global financial services provider, the highest compliance standards are a matter of course – within the company and on the markets we operate. This is the only way to safeguard market integrity, and thus preserve the interests of all market participants. Therefore, compliance is a core aspect of our day-to-day operations. For more information on compliance at Deutsche Börse Group, please refer to the interview with James Freis.

Conversion into a European public limited-liability company

Deutsche Börse AG is a European company with German roots and global reach. Therefore, the company shall be converted into a European public limited-liability company (Societas Europaea, SE). As a consequence, employee representatives from other locations will also join the Supervisory Board, giving the Board a more international profile – a clear signal that we understand Deutsche Börse to be an international enterprise.

Declarations of Conformity

Good corporate governance and responsible actions are no coincidence. The German Corporate Governance Code (Deutscher Corporate Governance Kodex, DCGK and the German Sustainability Code (Deutscher Nachhaltigkeitskodex, DNK) are key elements of our corporate culture. With our respective Declarations of Conformity regarding DCGK and DNK, we create transparency as to how we comply with the provisions of these codes. We also comply with international guidelines – specifically, the United Nations Global Compact and the standards set by the International Labour Organisation. Our service providers and suppliers are committed to observing a Code of Conduct, and a Group-wide Code of Ethics applies to all members of staff. For more details, please refer to our corporate governance declaration in the 2015 financial report.

Employee commitment

We will only be able to achieve our ambitious goals with well-informed and committed staff. Our Group-wide approach, thinking outside the box, and strict client focus require people who are committed to the Group as a whole, and to all of its clients. People who recognise potential for all segments of the value creation chain beyond their own area of responsibility.

Group-wide sustainability

In its dual role as an organiser of marketplaces and an exchange-listed company, Deutsche Börse Group adopts a holistic stance in terms of its corporate responsibility. We are committed to sustainable conduct across the value creation chain. The goal of our Group-wide sustainability strategy is to strengthen economic and social benefits over the long term.

Investors

Investors from all over the world have purchased Deutsche Börse AG shares, with institutional investors accounting for a clear majority of 95 per cent. The shares are a lucrative investment for private investors as well: Since Deutsche Börse went public in 2001, shareholders have benefited from an average annual return of around 14.4 per cent – by comparison, a direct investment in DAX® would have yielded an annual return of around 3.5 per cent in the same period. We maintain transparent and trustworthy communications with our shareholders. At our annual Investor Day, we provide extensive information on current strategic developments and projects. Please visit www.deutsche-boerse.com/ir_e for more details on Deutsche Börse's investor relations activities.

Organisation

We have organised innovation, marketing and sales on a Group-wide level since the beginning of 2016. This consistent organisation allows us to better develop products and services in line with our clients' needs, and to deliver them within a shorter period of time. This has strengthened the Group's position as a responsible and reliable partner on the global financial markets – to buy-side and sell-side participants, other infrastructure providers, as well as to politicians and regulatory authorities.

Qualification of Supervisory Board members

The German Corporate Governance Code requires that the members of the Supervisory Board have the knowledge, ability and expert experience required to properly complete their tasks. Over and above an understanding of commercial issues, the members of our Supervisory Board must have profound knowledge of capital markets, regulation, clearing, settlement and risk management issues. Detailed information on the qualifications profile is provided in the corporate governance report, which is part of the 2015 Financial Report. The independence of Supervisory Board members is also essential for their ability to lead the company with integrity and determination. Relationships with related parties to the company they supervise may give rise to conflicts of interest. As stated in the report of the Supervisory Board all shareholder representatives to the Supervisory Board were independent throughout 2015.

Remuneration of the Executive Board

We have introduced a new remuneration system for members of the Executive Board, with effect from 1 January 2016. The new system clearly strengthens the long-term, sustainable remuneration component, through a combination of an assessment basis extending over several years with sustainability elements and the deferral of disbursements. Executive Board members will not have any incentives to enter into excessive risks. Furthermore, under the new system, the Executive Board will not only participate in the company's profits. They will also be more exposed to risks than before. As such, the new remuneration system will also serve to align the interests of senior management, shareholders, and other stakeholders. For a detailed explanation of the new remuneration system, please refer to our website.

Stakeholder engagement

Deutsche Börse Group maintains a continuous dialogue with all its relevant stakeholders, whose varied perspective on our fields of activity provide key impulses for the company's Group-wide orientation. Please visit www.deutsche-boerse.com/sustainability for more details on how we engage with our stakeholders.

Supervisory Board

The Supervisory Board is the key supervisory body of a public limited company. It supervises the Executive Board and gives advice on strategic issues. Deutsche Börse's Supervisory Board currently consists of twelve members. With the planned conversion of the company into a European public limited-liability company (Societas Europaea, SE), our Supervisory Board will become more international. More detailed information on the work of our Supervisory Board during 2015 is available in the report of the Supervisory Board, the corporate governance declaration, and the corporate governance report (all of them are part of the 2015 financial report).

Targets

Deutsche Börse Group will have to stand its ground in international competition – and it will succeed in doing so. Our goal is to propel the company into the global number one or number two position – in all its business areas. Our "Accelerate" growth strategy is dedicated to reaching this goal. For more details, please refer to the "Strategic perspectives" chapter.

Women in executive positions

In accordance with the Gesetz zur gleichberechtigten Teilhabe von Frauen und Männern an Führungspositionen (German Act on the Equal Representation of Women and Men in Executive Positions), the Executive Board of Deutsche Börse AG resolved to maintain the existing quota of women, which is 20 per cent in the executive board and 33.33 per cent in the Supervisory Board. For the two management levels below the Executive Board, the existing quotas to be maintained are 6 per cent on the first and 10 per cent on the second management level. These target quotas relate to Deutsche Börse AG (excluding subsidiaries) and will be valid until 30 June 2017. For more details, please refer to the “Non-financial performance indicators” section of the 2015 financial report.