Corporate Governance Statement in accordance with §§ 289f, 315d HGB a
Sound systematic corporate governance based on sustainable value creation is particularly important for an international group such as Deutsche Telekom, with its many subsidiaries and associates. The Supervisory Board and the Board of Management of Deutsche Telekom AG are convinced that corporate governance of this nature, taking both company- and industry-specific issues into account, is an important building block for the future success of Deutsche Telekom AG. Responsibility for compliance with the principles of sound corporate governance is vested in senior management, accordingly.
In the 2025 financial year, the Board of Management and Supervisory Board once again carefully examined the corporate governance of Deutsche Telekom AG and the Deutsche Telekom Group as well as the contents of the German Corporate Governance Code. During the reporting period just ended, Deutsche Telekom AG fulfilled all of the Code’s recommendations with the exception of recommendation B.4, for which a deviation was declared as a mere precaution on January 27, 2025. On December 30, 2025, the Supervisory Board and Board of Management of Deutsche Telekom AG issued a Declaration of Conformity with the German Corporate Governance Code. No deviations were declared for the 2026 financial year.
Deutsche Telekom AG additionally voluntarily complies with the suggestions promulgated by the Code, with the following exception in respect of suggestion A.8: A.8 suggests that the Board of Management convene an extraordinary shareholders’ meeting in the event of a takeover offer at which shareholders will discuss the offer and may decide on corporate actions. However, even utilizing the option of a virtual meeting and applying the rules on shorter notice periods for convocation provided for in such instances by the Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – WpÜG), holding an extraordinary shareholders’ meeting poses a sizable organizational challenge for listed companies, especially in the case of a takeover. In view of this, the Board of Management will decide on a case-by-case basis either to electively call an extraordinary shareholders’ meeting or to set up an online forum to provide shareholders with an adequate alternative platform for dialogue on the takeover offer.
Declaration of Conformity pursuant to § 161 of the German Stock Corporation Act (Aktiengesetz – AktG) from December 30, 2025
The Board of Management and the Supervisory Board of Deutsche Telekom AG hereby declare that in the period since submission of the most recent declaration of conformity pursuant to § 161 AktG on December 30, 2024, Deutsche Telekom AG has complied with the recommendations of the Government Commission on the German Corporate Governance Code announced by the Federal Ministry of Justice on June 27, 2022, in the official section of the Federal Gazette (Bundesanzeiger), with the exception of a precautionarily declared deviation from recommendation B.4 (early re-appointment under special circumstances).
Reason for the as a mere precaution declared deviation from recommendation B.4 in the past:
According to recommendation B.4, any re-appointment of a member of the management board before the end of one year prior to the end of the term of appointment with concurrent termination of the current appointment shall only happen if special circumstances apply. On January 27, 2025, Mr. Timotheus Höttges was re-appointed as Chairman of the Board of Management of Deutsche Telekom AG by the Supervisory Board of Deutsche Telekom AG for the period from February 1, 2025 until December 31, 2028. At the same time the current appointment for the period until December 31, 2026 was terminated with effect as of the end of January 31, 2025.
Deutsche Telekom AG believes that there were special circumstances for the earlier re-appointment. In particular, strategic reasons required to safeguard continuity in the person of the Chairman of the Board of Management beyond December 31, 2026 for the company.
Deutsche Telekom AG nonetheless declared, as a matter of precaution, that it deviates from recommendation B.4 with the early re-appointment of Mr. Timotheus Höttges as member of the Board of Management. This declaration was made to avoid any legal uncertainty. Deutsche Telekom AG intends to comply with the recommendation B.4 again for future re-appointments of members of the Board of Management.
The Board of Management and the Supervisory Board of Deutsche Telekom AG further declare that as of today Deutsche Telekom AG will fully comply with the recommendations of the Government Commission on the German Corporate Governance Code announced by the Federal Ministry of Justice on June 27, 2022, in the official section of the Federal Gazette (Bundesanzeiger).
This Declaration of Conformity can be found on the Deutsche Telekom AG website. It also provides access to the declarations of conformity from previous years.
Remuneration Report/remuneration system
The remuneration system applicable to members of the Board of Management pursuant to § 87a (1) and (2), sentence 1 AktG, as approved by the Shareholders’ Meeting on April 9, 2025, and the resolution of the Shareholders’ Meeting on April 10, 2024 pursuant to § 113 (3) AktG on remuneration for the members of the Supervisory Board, are available to the public on the Deutsche Telekom AG website. The Remuneration Report and the related independent auditor’s report pursuant to § 162 AktG are also published on the same website.
Additional corporate governance practices
Compliance and internal Group rules
Compliance involves the observance of legal requirements and internal Group rules. Deutsche Telekom has expressed a Group-wide commitment to complying with ethical principles and both legal and statutory requirements. The Group has anchored this commitment in its Guiding Principles and its Code of Conduct.
Deutsche Telekom implemented a compliance management system with the aim of minimizing risks arising from systematic infringements of legal or ethical standards that could result in regulatory or criminal liability on the part of the company, its executive body members, or employees, or result in a significant loss of reputation. The Board of Management considers its overall responsibility for compliance as a key leadership task. The Chief Compliance Officer is responsible for the design and management of the compliance management system focusing on the fight against corruption. Compliance officers implement the compliance management system and the compliance goals locally at the level of operating segments and national companies.
Deutsche Telekom’s compliance management system is based on the Compliance Risk Assessment (CRA), which can be used to identify and assess compliance risks and introduce suitable preventative measures. To this end, Deutsche Telekom has introduced a process to be carried out at regular intervals. The companies that take part in the CRA are selected using a risk-based approach of their compliance management system.
Group Compliance assists at a central level with local implementation and provides a standardized methodology.
In the reporting year, the CRA was performed at 51 domestic and international subsidiaries, focusing on the German Act on Corporate Due Diligence in Supply Chains (Lieferkettensorgfaltspflichtengesetz – LkSG). The broader-based standard CRA was performed most recently in 2024 at Deutsche Telekom AG along with 101 further domestic and international subsidiaries. The next risk assessment is scheduled for 2026.
As a company listed on the United States stock exchange, T‑Mobile US uses its own methodology to carry out risk assessments; the company reports regularly on these risk assessments to the relevant bodies, which include representatives of Deutsche Telekom AG.
Deutsche Telekom regularly engages external auditors to audit its compliance management system in accordance with Auditing Standard 980 laid down by the Institute of Public Auditors in Germany (Institut der Wirtschaftsprüfer in Deutschland e.V. – IDW) focusing on the fight against corruption. Following an IDW AS 980 audit of Deutsche Telekom AG plus eight further domestic subsidiaries in 2024, twelve international subsidiaries underwent IDW AS 980 audits in the reporting year. Alongside compliance processes, the audits focused in particular on processes that are exposed to an increased risk of corruption, for example, in procurement, sales, events, donations, sponsorships, mergers and acquisitions, and human resources. As in the earlier audits, the effectiveness of the compliance management system, particularly in respect of anti-corruption, was once again confirmed for all audited entities.
For further information on the compliance management system and the Code of Conduct, please refer to the Deutsche Telekom AG website.
Guiding Principles
Culture is part of the corporate DNA and, as such, influences not only the ways of working, but also the success of a company. Deutsche Telekom AG has therefore laid down a set of Guiding Principles to reflect its company values.
Further information on the Guiding Principles can be found on the Deutsche Telekom AG website.
Corporate responsibility
Corporate responsibility forms the basis for all of our business relationships and activities along our entire value chain. As an integral part of the Group’s strategy, sustainability is systematically anchored in our organization. The purpose of sustainability management is to analyze and assess not only the impact the Company and its activities have on the environment and society, but also the effects of the environment and society on the Company, with the goal of working constructively to improve this interplay.
For further information on corporate responsibility, please refer to the “Combined sustainability statement” in the 2025 Annual Report; we will also publish the 2025 CR Report in May 2026.
Working methods of the Board of Management and the Supervisory Board as well as composition and working methods of committees
Cooperation between the Board of Management and the Supervisory Board
The Board of Management and the Supervisory Board work closely together for the good of the Company and maintain regular contact. The Board of Management agrees the Company’s strategic alignment with the Supervisory Board and discusses the status of strategy implementation with the Supervisory Board at regular intervals. The Supervisory Board of Deutsche Telekom AG holds a minimum of four meetings a year. In the 2025 financial year, there were six Supervisory Board meetings and one off-site conference on the strategic alignment of the Company. In addition to the long-term financial goals, environmental and social goals are also given due consideration in the corporate strategy. In the lead-up to the Supervisory Board meetings, separate preparatory meetings of the shareholders’ and employees’ representatives are held on a regular basis. The Supervisory Board also convenes meetings without the Board of Management in attendance as and when it deems necessary. Every member of the Supervisory Board is required to declare any conflicts of interest to the Chair of the Supervisory Board. The Supervisory Board’s report to the Shareholders’ Meeting contains disclosures of any conflicts of interest and action taken in this regard.
For further information on conflicts of interest, please refer to the section “Supervisory Board’s report to the 2026 Shareholders’ Meeting” in the 2025 Annual Report and on the Deutsche Telekom AG website.
In addition, in the 2025 financial year, 29 meetings of the Supervisory Board committees were held. The Board of Management keeps the Supervisory Board fully and regularly informed in good time, in particular of corporate strategy, planning, business development, sustainability, regulation, the risk situation, the risk and opportunity management system, compliance, innovation focuses, and any deviations in the business developments from original plans, as well as significant business transactions involving the Company and major Group companies. The Board of Management regularly submits written and oral reports. Between meetings, the Board of Management also informs the Supervisory Board of the current business development of the Group and its segments on a monthly basis. The Board of Management reports to the Supervisory Board on individual issues in writing or in discussions. The reporting obligations of the Board of Management specified by the Supervisory Board go beyond statutory requirements. The activities of the Board of Management and the Supervisory Board, as well as the Audit and Finance Committee of the Supervisory Board, are specified in separate Rules of Procedure. Those governing the Board of Management also stipulate, in particular, the schedule of responsibilities and the majorities required for resolutions. The members of the Board of Management, in particular the Chair, exchange information regularly in person with the Chair of the Supervisory Board.
For further information on cooperation between the Board of Management and the Supervisory Board, please refer to the section “Supervisory Board’s report to the 2026 Shareholders’ Meeting” in the 2025 Annual Report and on the Deutsche Telekom AG website. This is where you can also find the current Rules of Procedure of the executive bodies.
Working methods and schedule of responsibilities of the Board of Management
The Board of Management normally meets on a weekly basis. As a rule, its resolutions are adopted by simple majority and within the scope of its meetings. The Board of Management’s Schedule of Responsibilities states that there are eight Board departments: the department of the Chair of the Board of Management; Finance; Human Resources and Legal Affairs; Product and Technology (formerly “Technology and Innovation”); Germany; Europe; T‑Systems; and USA and Group Development. The members of the Board of Management jointly bear responsibility for the management of the entire Company. They work together in a cooperative manner and continually inform one another of important measures and activities in their departments.
Irrespective of the joint responsibility of all members of the Board of Management, each individual member of the Board of Management is authorized to manage the spheres of responsibility allocated to them in the Schedule of Responsibilities, which is anchored in the Rules of Procedure for the Board of Management. Certain matters, particularly those where the law, the Articles of Incorporation, or the Rules of Procedure for the Board of Management require the involvement of the entire Board of Management, are subject to approval by the full Board of Management.
The Chair of the Board of Management leads the work of the Board of Management and regulates the cooperation of the members of the Board of Management, particularly in the event of any overlap in the areas of responsibility. They represent the Company and its corporate policy to the public, unless special matters have been assigned to another Board of Management member by the Schedule of Responsibilities or based on any special Board of Management resolution. They are also responsible for directing the cooperation with the Supervisory Board.
Composition and working methods of the Board of Management committees
To further the efficient performance of its duties, the Board of Management has established two permanent committees that include people who are not members of the Board of Management. These committees do not have the authority to take decisions that are by law matters to be dealt with by the full Board of Management.
The Asset Committee advises the entire Board of Management on matters concerning the economically and strategically optimum allocation of resources, on investment projects, and on measures with key economic significance.
The Mergers and Acquisitions (M&A) Committee decides on the implementation of certain M&A transactions of low strategic relevance and which are within defined value thresholds.
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Committee |
Members |
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Committee |
Members |
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Asset Committee |
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M&A Committee |
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Member of the Board of Management, Finance (committee chair) |
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Chairman of the Board of Management (committee chair) |
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Member of the Board of Management, Product and Technology |
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Member of the Board of Management, Finance |
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Head of the Corporate Operating Office |
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Member of the Board of Management, Human Resources and Legal Affairs |
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Chief Information Officer |
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Senior Vice President, Mergers & Acquisitions |
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Senior Vice President, Group Controlling |
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Head of Group Strategy and Transformation |
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Head of Group Strategy and Transformation |
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Senior Vice President, Group Procurement |
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Financial Directors of the segments Germany, Europe, and GHS-PT |
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Chief Technology Officer, Germany |
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Senior Vice President, Consumers, Germany |
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Chief Network Officer |
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Head of B2C Growth Europe |
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For the current composition of the Board of Management committees, please refer to the Deutsche Telekom AG website.
Working methods of the Supervisory Board
The Supervisory Board appoints the members of the Board of Management and regularly supervises its management of the Company. The Supervisory Board is directly involved in all decisions of strategic importance to the Company. This involvement is guaranteed through the specification of approval provisos for the Supervisory Board and through the agreement of the strategic alignment of the Company. The work of the Supervisory Board is specified in Rules of Procedure. To clarify the reporting obligations on the part of the Board of Management, the Supervisory Board has drawn up a list of transactions and actions subject to approval. This list forms an integral part of the Rules of Procedure for the Supervisory Board and the Board of Management, respectively.
For the current Rules of Procedure, please refer to the Deutsche Telekom AG website.
The Supervisory Board and Audit and Finance Committee each self-assess their work every two years, to regularly review how effectively the full Supervisory Board and its committees fulfill their mandates, and to provide fresh impetus for the Supervisory Board’s work. The internal self-assessment carried out to this end is based on a comprehensive questionnaire followed by intense discussion and consultation on the results by the entire Supervisory Board and the Audit Committee. The questionnaire covers aspects that have a material effect on the Supervisory Board’s performance of its duties, such as key agenda topics, culture, the flow of information, committee structure, the Supervisory Board Chair’s leadership, the quality of consultations and strategic discussions, as well as the working relationship between the Supervisory Board and the Board of Management. The evaluation of the questionnaire provides a detailed self-assessment from which action areas are derived. The Supervisory Board carried out its last self-assessment in the 2025 financial year. As well as the work of the Supervisory Board as a whole, it also considered the work of all of the Board’s committees. The self-assessment was extended to include a survey of the members of the Board of Management to obtain their assessments of the Supervisory Board’s work, the results of which were included in the evaluation. A further, separate survey of the Audit and Finance Committee was carried out most recently in the 2024 financial year. The survey was carried out without external support.
An onboarding process for new Supervisory Board members is in place. The Company offers new Supervisory Board members a customized program to introduce them to the industry and the situation of the Company. This includes discussions with all Board of Management members; an introduction to the corporate strategy, current trends, and challenges; and opportunities to learn about specific technology-related topics.
The members of the Supervisory Board generally take on the necessary training and further education measures required for their tasks on their own initiative. Deutsche Telekom offers supporting information events and workshops – in 2025 the main focus was on digitalization in risk management and the use of AI in internal audit – delivered by experts from within the Company. Company visits and presentations of the latest product innovations are additionally arranged and offered to the Supervisory Board members to enhance their understanding of the Company. They also inform themselves and undergo continued training on current topics both within and outside of the Supervisory Board’s meetings.
The Chair of the Supervisory Board coordinates the work of the Supervisory Board and presides over its meetings. In addition to the organizational tasks relating to the Supervisory Board, they maintain regular contact with the Board of Management, particularly the Chair, to discuss issues relating to the Company’s strategy, planning, business development, sustainability, regulation, the risk situation, the risk and opportunity management system, and compliance, and are informed of the general business situation and significant events. In this context, the Chair of the Board of Management in particular informs the Chair of the Supervisory Board of all events that are significant to the situation, development, and governance of the Company.
Composition and working methods of the Supervisory Board’s committees
In order to perform its tasks effectively, in the 2025 financial year the Supervisory Board had six committees with the following responsibilities: The General Committee deals with personnel matters relating to the Board of Management (including Board of Management remuneration matters) and prepares the meetings of the Supervisory Board. The Audit and Finance Committee performs the tasks required by law and recommended by the German Corporate Governance Code. These include, in particular, the monitoring of accounting and the accounting process, the effectiveness of the internal control system, the risk and opportunity management system, the internal auditing system, the auditing of financial statements, compliance, including the compliance management system, and data privacy and data security. The Audit and Finance Committee deals with legal disputes as well as cybersecurity and the resulting risks for the Group, and prepares the audit of the combined sustainability statement. It prepares the resolution on key points of the budget and the annual financing plan for the Supervisory Board, and deals with medium-term planning. Lastly, the Audit and Finance Committee deals with complex corporate financial and business activities passed on to it by the Supervisory Board Chair or by the Supervisory Board for examination and discussion. The Staff Committee deals with general personnel matters not relating to the Board of Management, as well as human resources development and quantitative and qualitative staff planning. The Strategy, ESG, and Innovation Committee periodically deals with the Group strategy, the strategy for the operating segments (Germany, United States, Europe, Systems Solutions), ESG topics, and preparations and decision-making in connection with M&A transactions. It also supports innovation and technological developments at infrastructure and product level and supports the Board of Management with advice on how to tap new growth areas. Furthermore, the Supervisory Board has formed a Nomination Committee, which consists exclusively of shareholders’ representatives. The Nomination Committee is responsible in particular for proposing to the Supervisory Board suitable candidates for the latter to subsequently recommend to the shareholders’ meeting for election. The Nomination Committee does this in compliance with legal requirements, the German Corporate Governance Code, and the Rules of Procedure of the Supervisory Board, and taking into account the targets adopted by the Supervisory Board as regards its composition, as well as the profile of skills and expertise developed by the Supervisory Board for the overall Board and its qualification matrix. Moreover, the Nomination Committee defines the requirements for the specific position to be filled. It creates a requirements profile, identifies and assesses potential candidates, and submits proposals for election for the shareholders’ meeting to the Supervisory Board. In addition, there is a Mediation Committee, which was formed in accordance with § 27 (3) of the Codetermination Act. The Supervisory Board may also establish temporary committees to serve needs as they arise. In the 2025 financial year, there were no such temporary committees.
For the current composition and new structure of the Supervisory Board committees, please refer to the Deutsche Telekom AG website.
The committees’ chairs each report to the Supervisory Board on a regular basis on the work of the committees.
The Chair of the Audit and Finance Committee, Dagmar P. Kollmann, due to her many years of experience in investment banking as a Board member and as CEO of Morgan Stanley Bank AG, Frankfurt/Main, and her numerous memberships lasting for many years on a range of audit committees and risk committees of the supervisory boards of listed and non-listed multinational companies, in some cases also as chairwoman, has considerable expertise in the fields of accounting and the audit of financial statements, including sustainability reporting and its auditing. Her expertise in regard to accounting consists in particular of specific knowledge and experience in the application of accounting standards and internal control and risk management systems, and in regard to the audit of financial statements, of specific knowledge and experience in that area. Dagmar Kollmann undergoes regular training on the topics listed above from both internal and external providers. In her recent training, she has focused in particular on national and international legislation governing sustainability reporting.
Ms. Kollmann is independent from the Company and the Board of Management, and is not a former member of the Board of Management of Deutsche Telekom AG.
As a member of the Audit and Finance Committee since April 9, 2025, Rachel Empey, due to her training as a Qualified Chartered Accountant (England and Wales), her duties as audit executive at Ernst & Young Ltd., Bristol, her wide-ranging responsibilities in the Finance department at the Telefonica Group, Slough, and as CFO of Telefónica Deutschland Holding AG, Munich, and Fresenius Management SE, Bad Homburg vor der Höhe, as well as her memberships of the audit committees of Inchcape plc, London and ZF Friedrichshafen AG, Friedrichshafen, has considerable expertise in the areas of accounting and the auditing of financial statements, including sustainability reporting and its auditing. Her expertise in regard to accounting consists in particular of specific knowledge and experience in the application of accounting standards and internal control and risk management systems, and in regard to the audit of financial statements, of specific knowledge and experience in that area. Rachel Empey undergoes regular training on the topics listed above from both internal and external providers. In her recent training, she has focused in particular on financial and sustainability reporting.
As a member of the Audit and Finance Committee until April 9, 2025, Dr. Helga Jung, due to her diverse responsibilities in the Finance department at the Allianz Group and her years of experience as a member of the Board of Management of Allianz SE, Munich, as well as her long-term membership of the Audit Committee of Allianz Deutschland AG, Munich, also had considerable expertise in the fields of accounting and the auditing of financial statements. Her expertise in regard to accounting consists in particular of specific knowledge and experience in the application of accounting standards and internal control and risk management systems, and in regard to the audit of financial statements, of specific knowledge and experience in that area.
As a member of the Audit and Finance Committee, Petra Steffi Kreusel, due to her responsibilities in Group Controlling and Group Accounting at Grundig AG, Fürth, Philips GmbH, Hamburg, and at the Deutsche Telekom Group, as well as her long-term membership of the Audit Committee of the Supervisory Board of Deutsche Telekom AG, Bonn, has considerable expertise in the fields of accounting and the auditing of financial statements, including sustainability reporting and its auditing. Her expertise in regard to accounting consists in particular of specific knowledge and experience in the application of accounting standards and internal control and risk management systems, and in regard to the audit of financial statements, of specific knowledge and experience in that area. Ms. Kreusel undergoes regular training on the topics listed above from both internal and external providers. In her recent training, she has focused in particular on national and international legislation governing sustainability reporting.
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Committee |
Supervisory Board member |
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Committee |
Supervisory Board member |
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General Committee |
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Staff Committee |
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Dr. Frank Appel (Chair) |
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Frank Sauerland (Chair) |
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Harald Krüger |
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Dr. Frank Appel |
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Kerstin Marx |
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Odysseus D. Chatzidis |
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Stefan Ramge, since January 14, 2025 |
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Harald Krüger |
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Frank Sauerland |
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Kerstin Marx |
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Christoph Schmitz-Dethlefsen |
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Dr. Reinhard Ploss |
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Nicole Seelemann-Wandtke |
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Margret Suckale |
Audit and Finance Committee |
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Nomination Committee |
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Dagmar P. Kollmann (Chair) |
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Dr. Frank Appel (Chair) |
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Rachel Empey, since April 9, 2025 |
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Dagmar P. Kollmann |
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Dr. Helga Jung, until April 9, 2025 |
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Stefan Ramge, since January 14, 2025 |
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Petra Steffi Kreusel |
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Kerstin Marx |
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Susanne Schöttke |
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Karl-Heinz Streibich |
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Karin Topel |
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Stefan B. Wintels |
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Strategy, ESG, and Innovation Committee |
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Mediation Committee |
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Dr. Frank Appel (Chair) |
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Dr. Frank Appel (Chair) |
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Odysseus D. Chatzidis |
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Kerstin Marx |
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Eric Daum |
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Stefan Ramge, since January 14, 2025 |
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Constantin Greve |
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Christoph Schmitz-Dethlefsen |
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Lars Hinrichs, until April 9, 2025 |
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Dr. Reinhard Ploss, since April 9, 2025 |
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Stefan Ramge, since January 14, 2025 |
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Frank Sauerland |
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Margret Suckale |
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Transparent shareholder communication
To provide our shareholders with a high level of transparency and equality of information, we are committed to providing institutional investors, retail shareholders, financial analysts, and the general public with regular, comprehensive, transparent, and up-to-date information about the Company’s position at the same time and on an equal basis. Significant information, such as press releases, ad hoc notifications, presentations from analyst conferences, financial reports, and the financial calendar, is made available on the Company’s websites. Dr. Appel, Chair of the Supervisory Board, is additionally in constant dialogue with investors on Supervisory Board-specific topics.
Disclosures on compliance with the representation requirements for the composition of the Board of Management; targets for the percentages of women at the two management levels directly below the Board of Management; compliance with minimum percentages for Supervisory Board members
Representation requirements for the composition of the Board of Management
Deutsche Telekom AG exceeded the minimum representation requirements (at least one woman and one man on the Board of Management) in the 2025 financial year and strives to maintain this level going forward. The consideration of women above and beyond the legal minimum plays a key role in long-term succession planning for the Board of Management.
Composition targets for the two management levels directly below Board of Management level
For the period January 1, 2021 through December 31, 2025, the Board of Management set a target of 30 % of women in each case for the two management levels directly below the Board of Management level. As of December 31, 2025, women accounted for 23.1 % at the first management level directly below the Board of Management level and for 26.5 % at the second management level. The number of women at both these management levels was therefore below the target of 30 %. The failure to meet this target is due in part to the smaller number of women overall in some areas, resulting in fewer potential female candidates for management positions. Low employee turnover levels in individual areas further reduce the number of opportunities to fill new vacancies with women. Furthermore, there is intense demand for female talent both within and outside of the Group. Ultimately, it takes time for skilled women to progress from the lower expert and leadership levels into high-level management positions.
For the period January 1, 2026 until December 31, 2030, the Board of Management has set a target of 12 women for the first management level below the Deutsche Telekom AG Board of Management, based on the assumption that this level will continue to comprise 40 individuals as of December 31, 2030. This corresponds to a share of 30 %.
For the period January 1, 2026 until December 31, 2030, the Board of Management has set a target of 38 women for the second management level below the Deutsche Telekom AG Board of Management, based on the assumption that this level will continue to comprise 125 individuals as of December 31, 2030. This corresponds to a share of 30.4 %.
Minimum percentages for Supervisory Board members
In accordance with the law, the Supervisory Board of Deutsche Telekom AG must consist of a minimum of 30 % women and a minimum of 30 % men. Deutsche Telekom AG is required by law (§ 96 (2) AktG) to comply with these minimum percentages when appointing members to the Supervisory Board. The composition of the Supervisory Board exceeded the minimum requirements in the 2025 financial year.
Information on the diversity concept
The aim of the diversity concept for the Supervisory Board and the Board of Management is to ensure in each case that the composition of these bodies takes into account the criteria of background, gender, origin, and age (diversity criteria), making them more diverse so that different experience and backgrounds are represented on the Supervisory Board and the Board of Management and to contribute to good corporate governance with the help of diversity of opinion and knowledge. The aim of taking the selected diversity criteria into account in the composition of these bodies is to work towards creating diversity of expertise and opinions in the bodies in question. The diversity of expertise in the bodies is to promote the members’ understanding of the current business situation of the Company, while diversity of points of view within the bodies enables the members to consider other perspectives than their own and to better recognize opportunities and risks when making decisions.
Diversity concept for the Board of Management
Taking into account the stipulations of the German Corporate Governance Code, the diversity concept encompasses the following objectives for the composition of the Board of Management:
As a whole, the Board of Management is in particular to have many years of experience in the telecommunications sector, technology, innovation, finance, digitalization, artificial intelligence, human resources management, and legal and compliance affairs.
From January 27, 2025, as a rule, members of the Board of Management should not be older than 67 years of age.
In view of the Company’s international focus, at least one member of the Board of Management is to have an international background.
Long-term succession planning for the Board of Management
Together with the Board of Management and supported by the General Committee, the Supervisory Board ensures that there is long-term succession planning for the Board of Management. Long-term succession planning gives due consideration not only to the requirements of the Stock Corporation Act (Aktiengesetz), the German Corporate Governance Code, and the Rules of Procedure of the Supervisory Board, but also to the requirements laid down in the diversity concept adopted by the Supervisory Board regarding the composition of the Board of Management. Regular discussions are held with regard to internal and external candidates for each Board of Management department. In these discussions, the candidates’ experience and qualifications are matched to the specific requirements profile of the respective Board of Management department. Potential succession candidates are then grouped into the categories “immediate,” “medium term,” and “long term.” In addition, the Supervisory Board monitors an internal talent pool filled with high-potential candidates as a further category. Wherever development or training needs arise for individual candidates, specific development measures are agreed with them in person. A structured process is put in motion that is designed to provide the candidates in question with the requisite skills to assume responsibility for a Board of Management department. Where necessary, the Supervisory Board/General Committee is assisted by external advisors.
Implementation of the diversity concept for the Board of Management
The diversity concept for the Board of Management is brought to bear during the process of appointing new Board members. When selecting candidates or proposing individuals for appointment to the Board of Management, the Supervisory Board/General Committee of the Supervisory Board takes into account the requirements adopted in the diversity concept for the Board of Management.
The members of the Board of Management cover a broad spectrum of knowledge and experience, and have strong educational and professional backgrounds, extensive international experience, and diverse international origins. The Board of Management members as a group are in possession of all of the knowledge and experience considered essential to Deutsche Telekom AG’s activities. The experience of the Board of Management as a whole spans all business areas of importance to Deutsche Telekom AG, in particular in the field of telecommunications and infrastructure, as well as extensive experience in the areas of information technology, innovation, digitalization and artificial intelligence, corporate development, finance, as well as legal affairs and human resources.
Ensuring the adequate representation of women is of paramount importance in long-term succession planning for the Board of Management. Various age groups are represented on the Board of Management.
Targets for the composition, profile of skills and expertise, and diversity concept for the Supervisory Board
Taking into account the stipulations of the German Corporate Governance Code, the diversity concept encompasses the following objectives for the composition of the Supervisory Board:
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Taking into account the Company’s specific situation, the Supervisory Board resolves to consider the aspect of diversity in addition to the requisite expertise of a candidate when issuing recommendations for future appointments to the Supervisory Board to the competent election bodies.
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The Supervisory Board has to be composed in such a way that its members as a group possess the knowledge, ability, and expert experience required to properly perform its tasks.
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The Supervisory Board supports an appropriate representation of women on the Supervisory Board. A minimum of 30 % of members of the Supervisory Board shall be women.
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In view of the Company’s international focus, candidates with an international background are to be given appropriate consideration in future appointments to the Supervisory Board.
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Conflicts of interest are to be avoided in appointments to the Supervisory Board.
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The term of office for members of the Supervisory Board shall end no later than the close of the shareholders’ meeting after the Supervisory Board member reaches the age of 75 (standard age limit) unless there are special reasons for this not to be the case.
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A regular limit of three terms of office applies for membership of the Supervisory Board. Appointments by court order that are limited until the next shareholders’ meeting, however, are not considered a term of office.
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Supervisory Board members representing the shareholders’ side are proposed to the shareholders’ meeting for appointment as a rule for a four-year term of office.
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The Supervisory Board shall include what the shareholders’ representatives consider to be an appropriate number of independent members in line with recommendation C.6 of the German Corporate Governance Code. As such, the shareholders’ representatives side considers that more than half of the shareholders’ representatives shall be independent from the Company and its Board of Management within the meaning of recommendation C.7 of the German Corporate Governance Code. At least two shareholders’ representatives must be independent from any controlling shareholder.
Profile of skills and expertise
The Supervisory Board considers the following skills, expertise, and knowledge to be essential for it to exercise its role:
1. Strategic skills and expertise
- TC/IT industry, related industries
- Market (competition and customers), sales and customer business, marketing
- Products
- Market participants
- Regulated industries
- M&A processes
2. Financial skills and expertise
- Accounting processes, risk management, audit of financial statements
- Financial KPIs and systems
- Capital and financial markets
- Corporate financing
- Control and risk management systems
3. Control skills and expertise
- Management/CEO
- Supervisory board
- International management experience
- Co-determination
- Legal affairs/compliance
- Data privacy/data security
- Corporate governance
- Regulatory and competition law
- Control and risk management systems
4. Innovation skills and expertise
- New technologies
- Digitalization
- Artificial intelligence
- IT/NT/telecommunications
5. ESG (Environmental, Social, Governance) skills and expertise
- Environmental sustainability
- Social sustainability
- Sustainability management
6. HR skills and expertise
- Human resources
- Change management
- Human resources development
- Organizational and cultural change
- Diversity
- Sustainability
Implementation of the composition targets including the profile of skills and expertise, the qualification matrix, and the diversity concept for the Supervisory Board; independence of Supervisory Board members
Both the Supervisory Board and the Nomination Committee of the Supervisory Board take account of the composition targets and the requirements laid down in the diversity concept for the process of selecting and nominating candidates for appointment to the Supervisory Board. The proposals to the shareholders’ meeting regarding candidates for election took account of the targets, including the profile of skills and expertise, the qualification matrix, and the diversity concept.
In the Supervisory Board’s opinion, the Supervisory Board in its current composition meets the composition targets and rounds out both the profile of skills and expertise and the diversity concept. The members of the Supervisory Board possess the professional and personal skills considered essential for the task. As a whole, they are familiar with the telecommunications sector and have the knowledge, abilities, and experience required to advise and monitor the Board of Management of Deutsche Telekom AG. A significant proportion of Supervisory Board members are active internationally or have extensive international experience. Diversity is given due consideration in the Supervisory Board. In the 2025 financial year, nine members of the Supervisory Board were women. As such, women accounted for 45 % of the Supervisory Board in the reporting year.
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Name |
Strategic skills and expertise |
Financial skills and expertise |
Control skills and expertise |
Innovation skills and expertise |
ESG skills and expertise |
HR skills and expertise |
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|---|---|---|---|---|---|---|---|---|
Dr. Frank Appel |
✔ |
✔ |
✔ |
✔ |
✔ |
✔ |
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Odysseus D. Chatzidis |
✔ |
– |
✔ |
✔ |
✔ |
✔ |
||
Eric Daum |
– |
✔ |
✔ |
✔ |
✔ |
✔ |
||
Rachel Empey |
✔ |
✔ |
✔ |
✔ |
✔ |
✔ |
||
Constantin Greve |
✔ |
✔ |
✔ |
✔ |
✔ |
✔ |
||
Natalie Knight |
✔ |
✔ |
✔ |
✔ |
✔ |
✔ |
||
Dagmar P. Kollmann |
✔ |
✔ |
✔ |
✔ |
✔ |
✔ |
||
Petra Steffi Kreusel |
✔ |
✔ |
✔ |
✔ |
✔ |
✔ |
||
Harald Krüger |
✔ |
✔ |
✔ |
✔ |
✔ |
✔ |
||
Kerstin Marx |
✔ |
✔ |
✔ |
– |
✔ |
✔ |
||
Dr. Reinhard Ploss |
✔ |
✔ |
✔ |
✔ |
✔ |
✔ |
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Stefan Ramge |
✔ |
✔ |
✔ |
✔ |
✔ |
✔ |
||
Frank Sauerland |
✔ |
✔ |
✔ |
– |
✔ |
✔ |
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Susanne Schöttke |
✔ |
✔ |
✔ |
– |
✔ |
✔ |
||
Christoph Schmitz-Dethlefsen |
✔ |
✔ |
✔ |
✔ |
✔ |
✔ |
||
Nicole Seelemann-Wandtke |
✔ |
– |
✔ |
✔ |
– |
✔ |
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Karl-Heinz Streibich |
✔ |
✔ |
✔ |
✔ |
✔ |
✔ |
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Margret Suckale |
✔ |
✔ |
✔ |
✔ |
✔ |
✔ |
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Karin Topel |
✔ |
✔ |
✔ |
✔ |
✔ |
✔ |
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Stefan B. Wintels |
✔ |
✔ |
✔ |
✔ |
✔ |
✔ |
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The avoidance of conflicts of interest and compliance with the standard age limit and the regular limit on terms of office were taken into consideration in the appointments to the Supervisory Board.
With her proven experience and expertise in environmental, social, and governance (ESG) criteria, Margret Suckale has been appointed as the Supervisory Board’s ESG expert.
In particular, Rachel Empey (since April 9, 2025), Dr. Helga Jung (until April 9, 2025), Natalie Knight (since April 9, 2025), Dagmar P. Kollmann, and Petra Steffi Kreusel possess proven financial expertise and were therefore appointed by the Supervisory Board as members with particular knowledge and experience in accounting and the auditing of financial statements, within the meaning of § 100 (5) AktG.
According to the assessment of the shareholders’ representatives on the Supervisory Board, in the reporting year all members on the shareholders’ side were independent within the meaning of the German Corporate Governance Code. These were: Dr. Frank Appel, Rachel Empey (since April 9, 2025), Lars Hinrichs (until April 9, 2025), Dr. Helga Jung (until April 9, 2025), Natalie Knight (until April 9, 2025), Dagmar P. Kollmann, Harald Krüger, Dr. Reinhard Ploss, Stefan Ramge, Karl-Heinz Streibich, Margret Suckale, and Stefan B. Wintels.
In their assessment of the independence of Dagmar P. Kollmann and Karl-Heinz Streibich, the shareholders’ representatives took into consideration that they have been members of the Supervisory Board for more than twelve years. According to the German Corporate Governance Code, this is an indicator for a lack of independence. Based on their professional judgment, the shareholders’ representatives concluded that the indicator does not contradict their opinion that Ms. Kollmann and Mr. Streibich are independent from the Company and its Board of Management. In their work on the Supervisory Board and its committees, as well as in the execution of their duties, Ms. Kollmann and Mr. Streibich continue to demonstrate the necessary critical distance to the Company and its Board of Management along with the capacity for objective judgment. Moreover, Ms. Kollmann and Mr. Streibich confirmed in personal statements that they consider themselves to be independent from the Company and its Board of Management.
As of December 31, 2025, the Federal Republic of Germany and KfW jointly held a direct stake in Deutsche Telekom AG of 28.3 %, making them the largest shareholders. The Federal Republic of Germany and KfW neither individually nor jointly hold a controlling majority. It was therefore not necessary to consider the existence of a controlling shareholder in the assessment of the independence of the shareholders’ representatives on the Supervisory Board.
a aInformation in this section, as well as the associated reference below the text, is information extraneous to the management report as explained in the section “Introductory remarks.”