Management and supervision
The compensation system for our Board of Management is oriented towards the long-term performance of our Group. Since 2013, the compensation for our Supervisory Board has no longer included any long-term remuneration components. The recommendations of the German Corporate Governance Code are complied with. 8 For a description of the compensation of the Board of Management and the Supervisory Board, please refer to the section “Other disclosures”.
As of December 31, 2016, Board of Management responsibilities were distributed across seven Board departments. Four of these cover cross-functional management areas:
- Chairman of the Board of Management
and the Board departments
- Human Resources
- Data Privacy, Legal Affairs and Compliance
In addition, there are three segment-based Board departments:
- Europe and Technology
Changes in the composition of the Board of Management. Claudia Nemat was reappointed as member of the Board of Management responsible for Europe and Technology effective October 1, 2016 as per a resolution of December 16, 2015. Dr. Thomas Kremer was reappointed as member of the Board of Management responsible for Data Privacy, Legal Affairs and Compliance effective June 1, 2017 as per a resolution of August 30, 2016. Reinhard Clemens was reappointed as member of the Board of Management responsible for T-Systems effective December 1, 2017 as per a resolution of December 14, 2016.
Changes in the composition of the Supervisory Board (shareholders’ representatives). Dr. Hubertus von Grünberg’s term of office on the Supervisory Board expired at the end of the shareholders’ meeting on May 25, 2016. At that shareholders’ meeting, Dr. Helga Jung was elected to the Supervisory Board.
Changes in the composition of the Supervisory Board (employees’ representatives). Waltraud Litzenberger resigned her position on the Supervisory Board effective midnight December 31, 2015. Nicole Koch was court-appointed to the Supervisory Board effective January 1, 2016.
The Supervisory Board of Deutsche Telekom AG advises the Board of Management and oversees its management of business. It is composed of 20 members: Ten represent the shareholders and ten the employees. For details on the activities of the Supervisory Board in the reporting year, please refer to "Management of the Group".
The members of the Board of Management are appointed and discharged in accordance with § 84 and § 85 of the German Stock Corporation Act (Aktiengesetz – AktG) and § 31 of the German Codetermination Act (Mitbestimmungsgesetz – MitbestG).
Amendments to the Articles of Incorporation are made pursuant to § 179 and § 133 AktG and § 18 and § 21 of the Articles of Incorporation. According to § 21 of the Articles of Incorporation, the Supervisory Board is authorized, without a resolution by the shareholders’ meeting, to adjust the Articles of Incorporation to comply with new legal provisions that become binding for the Company and to amend the wording of the Articles of Incorporation.
|Composition of the Board of Management|
|Members of the Board of Management||Department|
|Timotheus Höttges||Chairman of the Board of Management (CEO)|
|Niek Jan van Damme||Germany|
|Thomas Dannenfeldt||Finance (CFO)|
|Dr. Christian P. Illek||Human Resources|
|Dr. Thomas Kremer||Data Privacy, Legal Affairs and Compliance|
|Claudia Nemat||Europe and Technology|
Changes in the organizational structure from January 1, 2017. At its meeting on June 30, 2016, the Supervisory Board resolved to extend the Group Board of Management to eight Board departments by setting up a new Technology and Innovation Board department effective January 1, 2017; the previous Europe and Technology Board department will continue as a separate Europe Board department. The new Board department will be headed by Claudia Nemat effective January 1, 2017, who was previously responsible for the Europe and Technology department. At the same meeting, our Supervisory Board appointed Srini Gopalan as the new Board of Management member responsible for the Europe department effective January 1, 2017.