Annual accounts and management report
2022
Commerzbank Aktiengesellschaft
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The numbers and percentages in this report may not add up exactly to the totals shown due to rounding.
Content
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4 Management Report
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4 Structure and organization
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4 Our employees
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5 Disclosures Pursuant to Section 289 HGB
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20 Commercial and General Conditions
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24 Results, asset, financial and equity situation
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27 Forecast and Opportunity Report
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36 Risk report
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76 income statement
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77 balance
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81 notes
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81 Overview
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85 Notes to the income statement
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87 Notes to the balance sheet
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99 other notes
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131 Declaration of responsibility of the legal representatives of the Board of Directors
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132 Independent auditor's report
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Commerzbank Aktiengesellschaft
Commerzbank Aktiengesellschaft management report
structure and organization
Commerzbank is the leading bank for small and medium-sized businesses and a partner of around 26,000 corporate customer groups and almost 11 million private and business customers in Germany. The bank offers a comprehensive portfolio of financial services in two business areas: private and small business clients and corporate clients.
In the corporate client business, Commerzbank concentrates on German medium-sized companies, large companies and institutional clients. In international business, the bank supports clients with business relationships in Germany and companies in selected future-oriented sectors. In the Individual and Business Clients segment, the bank serves its clients through the Commerzbank and comdirect brands: online and mobile, at the advisory center and in person on site.
The two segments Private and Small Business Clients and Corporate Clients are each managed by a member of the Board of Directors. All staff and management functions are combined in the Executive Committee: Group Audit, Group Big Data and Advanced Analytics, Group Communications, Group Compliance, Group Finance, Group Human Resources, Group Investor Relations, Group Legal, Group Research, Group Strategy, Transformation and Sustainability, Group Taxation, Group Treasury and core risk functions. Support functions are provided by Group Services. These include data from group clients, corporate clients and treasury platforms, group operations, group trading platforms, group digital transformation, group credit, group technology fundamentals, group organization and security, and group securities and brokerage. For external reporting, the personnel, management and support functions are combined into the Other and Consolidation division.
In Germany, Commerzbank Aktiengesellschaft is headquartered in Frankfurt am Main, from where it controls its branch network and advisory center for all customer groups. Following the merger with comdirect Bank AG, which will continue as the Commerzbank Aktiengesellschaft brand, Commerz Real AG is the largest national subsidiary. Outside of Germany, after the sale of Commerzbank Zrt., Budapest, Commerzbank had 4 main subsidiaries, 16 operating foreign branches and 26 representative offices in almost 40 countries at the balance sheet date and was represented in all major financial centers such as London , New York, Tokyo and Singapore. However, the focus of the bank's international activities is in Europe. The fiscal year is the calendar year.
Our employees
Our employees make a significant contribution to the success of the company. Thanks to their commitment and skills, we are well positioned to fend off competition in the long term and achieve our economic goals.
The central principle of Commerzbank's personnel policy is the maintenance of a corporate culture based on trust. Treating our employees fairly and in a spirit of partnership is a prerequisite for long-term success. Continuity and future orientation play just as important a role as a wide range of further education and training opportunities. We want to offer our employees a working environment in which they can work happily and successfully, thus ensuring the long-term success of the bank. To do this, Commerzbank conducts periodic surveys of employees to determine their needs and incorporate them into the development of the bank. In addition to professional development, the main objectives include the reconciliation of work and family life and the promotion of employee diversity within the bank. As such, we are committed to a culture in which all employees are valued. Health protection is another important concern. We offer a variety of measures to promote the health of our employees.
The number of employees at Commerzbank Aktiengesellschaft was reduced compared to the previous year as part of the staff cuts in line with the strategy. The number of employees at the balance sheet date was 28,103 compared to 31,538 at the end of 2021.
compensation
The remuneration report for the Board of Management and the Supervisory Board is published as a separate report and can be accessed on the Commerzbank website.
Due to the increased importance due to increased regulation, the remuneration of all employees below the level of the Board of Directors is disclosed in a separate report (remuneration report in accordance with Section 16 of the Institute Remuneration Ordinance). This is also published on the Commerzbank website.
Annual accounts and management report 2022
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Information according to Article 6 Paragraph 1 Section 289 of the German Commercial Code
Information under the acquisition law in accordance with Section 289a HGB and explanatory report
share capital structure
At the end of the financial year, Commerzbank's share capital was EUR 1,252,357,634.00. It is divided into 1,252,357,634 shares. Shares are issued to bearer. Commerzbank has only issued ordinary shares with the same rights and obligations. Each share has one vote.
restrictions on voting rights and transfers; Type of Control of Employee Stock Voting Rights
We are not aware of any restrictions affecting voting rights or the transfer of shares. As a general rule, the voting rights of the shares in question are suspended by law in cases pursuant to Art. § 136 AktG. According to Art. Rights pursuant to Section 71b AktG cannot be exercised from own shares either.
Employees holding Commerzbank shares exercise their control rights like any other shareholder in accordance with the law and the statutes.
Shares in the capital that exceed 10% of the voting rights
In accordance with the German Securities Trading Act, all investors who buy, sell or reach, exceed or fall short of certain voting rights must be reported to us and to the Federal Financial Supervisory Authority (BaFin). The lower threshold for this information requirement is 3%. According to the voting rights notification dated June 4, 2013, the Financial Market Stabilization Fund of the Federal Republic of Germany holds a 17.15% share in the voting capital of Commerzbank Aktiengesellschaft. If voting rights remain unchanged, the financial market stabilization fundare appointed, proof must be provided to BaFin, the Deutsche Bundesbank and the European Central Bank (ECB) that they are technically fit and have sufficient time. Professional qualification requires that they have sufficient theoretical and practical knowledge of the bank's business and management experience [Art. 24 (1) no. 1, art. Section 25c (1) KWG, Art. 93 of Regulation (EU) No. 468/2014 (SSM Framework Regulation)]. In accordance with article 6, paragraph 1, of the articles of association, the board of directors consists of at least two persons; Otherwise, the Supervisory Board determines the number of members of the Board of Directors in accordance with Section 6 (2) of the Articles of Association. If a required member of the Management Board is vacant and the Supervisory Board has not appointed a new member, a judicial appointment will be made in urgent cases pursuant to Section 85 AktG.
Any amendment to the articles of incorporation requires a resolution of the general meeting in accordance with section 179 (1) sentence 1 AktG. Unless the law prescribes a majority of the represented share capital when the resolution is passed, a simple majority of the represented capital is sufficient for the resolution in addition to the simple majority of votes (Article 19 (3) sentence 2 AktG). The status). The authority to change the statutes, to the extent that it only affects the wording of the statutes without changing the content, is in accordance with section 66 (10) (3) of the statutes pursuant to section 179 (1) sentence 2 AktG.
Powers of the Board of Directors to issue and repurchase shares
The Executive Board is authorized, subject to the more detailed provisions of Art. § 4 Paragraphs 3 and 4 of the Articles of Association in force on December 31, 2022, to increase the share capital with the consent of the Supervisory Board on one or more occasions until May 21, 2024, but for no more than a total of €626,178,817.00 by issuing new shares:
| owning around 15.6% of the voting capital of | • | Up to €500,943,054.00 against cash deposits |
| Commerzbank Aktiengesellschaft after the capital increase in | (Authorized Capital 2019/I). the board | |
| April 2015. | is authorized with the approval of the Supervisory Board | |
| exclude subscription rights to (i) exclude fractional amounts | ||
| Shares with special rights that confer control powers | spend amounts of subscription rights or (ii) employees | |
| There are no shares with special rights that grant control powers. | Shares to employees up to an amount proportional to the participation | |
| Capital of €15,000,000.00. | ||
| Appointment and termination of board members | • | Up to €125,235,763.00 in cash or without cash |
| Managing Director; Amendments to the Bylaws | Contributions (Authorized Capital 2019/II). the board of | |
| The members of the Board of Directors are appointed | The Director General is authorized, with the consent of | |
| and by the Supervisory Board in accordance with article 84 of the | Supervisory Board to exclude subscription rights in order to (i) | |
| Public Limited Companies Law and Art. 6 (2) of the Bylaws | Exclude fractional amounts of subscription rights; (ii) to | |
| Association. In front of the board members | where appropriate, grant subscription rights for new shares |
Attached files Disclaimer Commerzbank AGposted this content onMarch 27, 2023and is solely responsible for the information contained therein. expelled fromPublic, unedited and unmodified, inMarch 27, 2023 08:07:08 UTC.