Governance

As of December 31, 2022, Board of Management responsibilities were distributed across eight Board departments.

On December 15, 2021, Timotheus Höttges’ appointment as Chairman of the Board of Management was canceled effective December 31, 2021, and he was reappointed as Chairman of the Board of Management for the period from January 1, 2022 through December 31, 2026. On February 25, 2021, Birgit Bohle was reappointed as the Board of Management member for Human Resources and Legal Affairs for the period from January 1, 2022 through December 31, 2026. Also on February 25, 2021, Thorsten Langheim was reappointed as the Board of Management member for USA and Group Development for the period from January 1, 2022 through December 31, 2026. By resolution of February 23, 2022, Adel Al-Saleh was reappointed as the Board member responsible for T‑Systems for the period from January 1, 2023 to December 31, 2027. By resolution of May 19, 2022, Dr. Christian P. Illek was reappointed as the Board member responsible for Finance for the period from April 1, 2023 to March 31, 2028. By resolution of December 14, 2022, Dominique Leroy was reappointed as the Board member responsible for Europe for the period from November 1, 2023 to October 31, 2028.

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).

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. The employees’ representatives were most recently appointed at the delegates’ assembly on November 20, 2018.

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.

At the 2022 shareholders’ meeting, held on April 7, 2022, the shareholders of Deutsche Telekom AG elected Dr. Frank Appel as a member of Deutsche Telekom AG’s Supervisory Board. The Supervisory Board then elected Dr. Appel as the new Chairman of the Supervisory Board, as successor to Prof. Ulrich Lehner, who left the Supervisory Board with effect from the end of the shareholders’ meeting.

The remuneration system for the Board of Management provides incentives to successfully implement the corporate strategy, to ensure a sustainable development of the Company, and is also focused on creating long-term value for our shareholders. The remuneration received by the members of the Supervisory Board is specified under § 13 of the Articles of Incorporation of Deutsche Telekom AG. Under the remuneration system, members of the Supervisory Board received fixed annual remuneration. The recommendations of the German Corporate Governance Code (GCGC), as published in the Federal Gazette on June 27, 2022, on “Remuneration of the Management Board and the Supervisory Board” (Section G) were complied with.

Detailed information on the remuneration of the Board of Management and the Supervisory Board is published in the separate remuneration report.

Members of the Board of Management and Supervisory Board of Deutsche Telekom AG were reported to have purchased and transferred 447,898 shares (2021: 308,258) and sold 65,460 shares (2021: 0) inter alia under the Share Matching Plan and as personal investments in the course of 2022. Total direct or indirect shareholdings in the Company or associated financial instruments by members of the Board of Management and the Supervisory Board do not exceed 1 % of the shares issued by the Company.