Governance

As of December 31, 2023, Board of Management responsibilities were distributed across eight Board departments.

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.

By resolution of October 13, 2023, Adel Al-Saleh’s appointment as the Board member responsible for T‑Systems was ended effective midnight on December 31, 2023. Also by resolution of October 13, 2023, Dr. Ferri Abolhassan was appointed as the Board member responsible for T‑Systems for the period from January 1, 2024 to December 31, 2026.

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 7, 2023.

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 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.^a

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 412,132 shares (2022: 447,898) and sold 4,363 shares (2022: 65,460) inter alia under the Share Matching Plan and as personal investments in the course of 2023. 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.