Expert Corporate Governance Service (ECGS)
EUR 500.00 For Business Accounts Only

Deutsche Bank - AGM 23 May 2019

General: On 17 March 2019, Deutsche Bank and Commerzbank published that they had agreed to start discussions with an open outcome on a potential merger. However, on 25 April 2019, the Management Boards of both Deutsche Bank and Commerzbank announced that a combination would not have created sufficient benefits to offset the additional execution risks, restructuring costs and capital requirements associated with such a large-scale integration. As a result, the two banks decided to discontinue discussions.

Item 2: Management and Supervisory Board are proposing to distribute an unchanged dividend of EUR 0.11 per share (EPS: EUR -0.01). ECGS believes that dividends should be covered by consolidated earnings and/or free cash flow and supported by a strong balance sheet in terms of solvency and leverage. As the dividend is not covered by earnings for the third consecutive year we consider a dividend payment inappropriate at this time and recommend opposing the dividend proposal.

Item 3: We recommend to oppose the discharge of the Management Board due to concerns over the functioning and compliance of the Company's risk management system.

Item 4: We recommend to oppose the discharge of the Supervisory Board for concerns over the Board's oversight over the Company, including its strategic orientation and personnel planning.

Item 5a: KPMG has audited the Company since the financial year 1952 which significantly exceeds our maximum acceptable term of office as we consider a longer term of office may impair the auditor's independence. We welcome however that the Company has announced to change the audit firm as of financial year 2020, see item 5b of the agenda, and therefore exceptionally recommend to support the reappointment of KPMG.

Items 6 and 7: We recommend opposing the authorisations to repurchase shares, directly or via derivatives. We consider it vital that the Company strengthens its capital position. Taking further into account the negative EPS (EUR -0.01) we consider a share repurchase at this stage as not in the interest of shareholders.

Items 8-12: Shareholder Riebeck-Brauerei has again filed various motions to the agenda of this year's AGM.

Deutsche Bank AG

Deutsche Bank is a holding company acting as an international financial service provider. Co. offers a wide variety of investment, financial and related products and services to private individuals, corporate entities and institutional clients around the world. Co. has operations or dealings with existing or potential customers in most countries in the world. Co. is organized into the following six corporate divisions: Global Markets (GM); Corporate & Investment Banking (CIB); Private, Wealth & Commercial Clients (PW&CC); Deutsche Asset Management (Deutsche AM); Postbank (PB); and Non-core Operations Unit (NCOU).


Founded in 1995, Proxinvest is an independent proxy firm supporting the engagement and proxy analysis processes of investors. Proxinvest mission is to analyse corporate governance practices and resolutions proposed at general meetings of listed firms.

Proxinvest main services are :

  • ​Proxy reports
  • Definition and monitoring of client customized voting guidelines
  • Corporate Governance Data and Rating
  • Thematic research
  • Engagement support

Proxinvest has been a pioneer and champion of good corporate governance and has grown into a recognised expert in the field.

Proxinvest is independently-owned and only works for investors : Proxinvest does not provide consulting services to the companies it covers, mitigating related risks to its clients and ensuring the independence of our analysis. As a result Proxinvest is able to take a robust, independent, engaged and unconflicted view of the companies in which our clients invest.

As Managing Partner of Expert Corprate Governance Service Ltd (ECGS), Proxinvest has built a large network of corporate governance experts to support clients in corporate governance analysis worldwide. 

Expert Corporate Governance Service (ECGS)

Other Reports on these Companies
Other Reports from Proxinvest
Other Reports from these Analysts

ResearchPool Subscriptions

Get the most out of your insights

Get in touch