Deutsche Bank Director Exit Raises Concern About Board, ISS Says

  • Thoma stepping down after pushing to probe Chairman Achleitner
  • Exit of Thoma raises questions about Deutsche Bank board: ISS

Deutsche Bank AG director Georg Thoma’s decision to step down after criticism that he went too far in probing potential wrongdoing raises concern that the bank’s board cannot investigate itself, according to a shareholder advisory group.

Georg Thoma.

Georg Thoma.

Source: Deutsche Bank AG

Thoma, a Shearman & Sterling LLP lawyer, is stepping down two years before his contract ends, the Frankfurt-based lender announced last week. His exit raises questions about “potential conflicts of interest” among board members, Institutional Shareholder Services Inc. wrote in a report prepared for the Frankfurt-based lender’s annual general meeting.

“It’s important to shareholders that the bank continue to vigorously investigate questions about potential breaches of duty by members of its management and supervisory boards,” ISS wrote. “There is therefore concern about the recent sudden resignation of the supervisory board member and integrity committee chairman Georg Thoma and the circumstances surrounding his resignation.”

At least least two board members spoke out against Thoma in public after he pushed to investigate Chairman Paul Achleitner and intensive inquiries into Deutsche Bank executives mounted. Deputy Chairman Alfred Herling criticized him for being “overzealous” and spending too much in probing potential wrongdoing.

ISS also advised Deutsche Bank shareholders to vote against the board’s pay system. The compensation committee hasn’t disclosed metrics for a new award that’s based on divisional performance, and salaries of management board members have “increased significantly without sufficient explanation since 2011,” according to the report.

Michael Golden, a spokesman for Deutsche Bank in London, didn’t immediately respond to requests for comment.

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