Management and supervision

As of December 31, 2018, Board of Management responsibilities were distributed across eight Board departments. Five of these are the central management areas:

• Chairman of the Board of Management

and the Board departments

• Finance
• Human Resources
• Data Privacy, Legal Affairs and Compliance
• Technology and Innovation

In addition, there are three segment-based Board departments:

• Germany
• Europe
• T-Systems

Changes in the composition of the Board of Management. Effective January 1, 2018, the Supervisory Board of Deutsche Telekom AG appointed Dr. Dirk Wössner to the Board of Management as the new Board member responsible for Germany and Adel Al-Saleh as the new Board member responsible for T-Systems. At its meeting on February 21, 2018, the Supervisory Board of Deutsche Telekom AG resolved to extend Timotheus Höttges’ contract as Chairman of our Board of Management by five years. Timotheus Höttges was reappointed as Chairman of the Board of Management effective January 1, 2019. Also at its meeting on February 21, 2018, the Supervisory Board of Deutsche Telekom AG resolved to appoint Dr. Christian P. Illek as Chief Financial Officer (CFO) effective January 1, 2019. The former CFO, Thomas Dannenfeldt, left Deutsche Telekom AG for personal reasons when his contract expired at the end of 2018.

At its meeting on July 13, 2018, the Supervisory Board of Deutsche Telekom AG resolved to appoint Birgit Bohle as the new Board of Management member responsible for Human Resources and as Labor Director effective January 1, 2019. Birgit Bohle succeeded Dr. Christian P. Illek in this position.

At its meeting on September 4, 2018, the Supervisory Board of Deutsche Telekom AG resolved to appoint Thorsten Langheim as the Board of Management member responsible for USA and Group Development, a newly created Board of Management department, effective January 1, 2019. Deutsche Telekom AG thus has had nine Board departments since the start of 2019.

Shareholders’ representatives. Dr. Ulrich Schröder resigned from his position as a member of the Supervisory Board of Deutsche Telekom AG effective February 6, 2018. Dr. Günther Bräunig was initially court-appointed to the Supervisory Board of Deutsche Telekom AG effective March 21, 2018 and subsequently elected to this position by resolution of the shareholders’ meeting on May 17, 2018. Margret Suckale was court-appointed to the Supervisory Board of Deutsche Telekom AG effective September 28, 2017 and subsequently elected to this position by resolution of the shareholders’ meeting on May 17, 2018.

Sari Baldauf’s term of office expired at the end of the shareholders’ meeting of May 17, 2018. Harald Krüger was elected to the Supervisory Board of Deutsche Telekom AG by the shareholders’ meeting of May 17, 2018.

Prof. Ulrich Lehner was elected for a further term of office on the Supervisory Board of Deutsche Telekom AG by the shareholders’ meeting of May 17, 2018. The members of the Supervisory Board once again elected Prof. Lehner to the position of Chairman.

Johannes Geismann resigned from his position on the Supervisory Board of Deutsche Telekom AG as of the end of the shareholders’ meeting of May 17, 2018. Dr. Rolf Bösinger was court-appointed to the Supervisory Board of Deutsche Telekom AG effective June 1, 2018.

Employees’ representatives. Hans-Jürgen Kallmeier resigned from his position as a member of the Supervisory Board of Deutsche Telekom AG effective midnight, December 31, 2017. Odysseus D. Chatzidis was court-appointed to the Supervisory Board of Deutsche Telekom AG effective January 3, 2018.

Monika Brandl resigned from her position on the Supervisory Board of Deutsche Telekom AG effective midnight June 30, 2018. Nicole Seelemann-Wandtke was court-appointed to the Supervisory Board of Deutsche Telekom AG effective July 5, 2018.

The delegates’ assembly on November 20, 2018 re-elected the employees’ representatives Josef Bednarski, Odysseus D. Chatzidis, Nicole Koch, Petra Steffi Kreusel, Lothar Schröder, Nicole Seelemann-Wandtke, Sibylle Spoo, and Karin Topel to the Supervisory Board of Deutsche Telekom AG until the end of the 2023 shareholders’ meeting and elected Constantin Greve and Frank Sauerland for the first time as Supervisory Board members for the same period. Klaus-Dieter Hanas and Michael Sommer did not stand for re-election and left the Supervisory Board of Deutsche Telekom AG on November 20, 2018.

The Supervisory Board of Deutsche Telekom AG advises the Board of Management and oversees its management of business. It is composed of 20 members: 10 represent the shareholders and 10 the employees. For details on the activities of the Supervisory Board in the reporting year, please refer to the “Supervisory Board’s report to the shareholders’ meeting”.

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.

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. For a description of the compensation systems for the Board of Management and the Supervisory Board, please refer to the section “Other disclosures” in the combined management report.