Deutsche Telekom AG - The 2009 financial year

Meetings of the Supervisory Board. In the 2009 financial year, the Supervisory Board held four regular meetings and two extraordinary meetings. The Supervisory Board also met for an in-depth conference with the Board of Management to discuss the Group’s strategic alignment. The General Committee of the Supervisory Board met seven times during the reporting year. The Audit Committee held five meetings and the Finance Committee one in the 2009 financial year. The Staff Committee met twice. In addition, there was one joint meeting of the General and Finance Committees. There were no events subject to reporting in accordance with the recommendations of the German Corporate Governance Code with regard to the frequency of the Board members’ participation in Supervisory Board meetings in the 2009 financial year. Conflicts of interest. Ulrich Hocker is a member of the Supervisory Board of Deutsche Telekom AG and is also Manager in Chief of Deutsche Schutz- vereinigung für Wertpapierbesitz e.V. (DSW). DSW represents and supports the interests of investors in various judicial and extra-judicial proceedings against Deutsche Telekom AG, particularly in appraisal rights proceedings associated with the merger of T-Online International AG into Deutsche Telekom AG and in proceedings connected with prospectus liability claims. To ensure from the outset that no conflict of interest could arise in connection with proceedings conducted or supported by DSW against Deutsche Telekom AG, Mr. Hocker declared to the Supervisory Board that, as a member of the Supervisory Board, he would decline to receive reports or information, participate in decisions or attend Supervisory Board or committee meetings where matters in which DSW was representing or supporting interests against Deutsche Telekom AG were discussed. Mr. Hocker also stated that, where necessary, he would consult the Chairman of the Supervisory Board to determine how to address any conflict of interest. Prof. Dr. von Schimmelmann pointed out that he is also a member of the Board of Directors at accenture. accenture is an internationally operating company in competition with T-Systems in the field of Systems Integration. In the Supervisory Board’s view, this does not automatically represent a conflict of interests that would prejudice Prof. Dr. von Schimmelmann’s independent status. Prof. Dr. von Schimmelmann declined to receive reports or information, participate in decisions or attend Supervisory Board or committee meetings which could involve a concrete conflict of interests. Should the need arise in individual cases, Prof. Dr. von Schimmelmann will consult the Chairman of the Supervisory Board to determine how to address any conflict of interest that occurs. Corporate governance. The Supervisory Board and Board of Management are aware that good corporate governance in the interests of the Company’s shareholders and capital markets is an essential precondition for corporate success. The German Corporate Governance Code and a number of relevant provisions under U.S. law are therefore reflected in the Company’s statutes. The Board of Management and Supervisory Board last issued their declaration of conformity with the Corporate Governance Code in January 2010. The Company’s corporate governance policy is also presented in greater detail in a separate chapter of this Annual Report (pages 39–44). The Supervisory Board carried out the examination of efficiency on a regular basis in 2009 in compliance with item 5.6 of the German Corporate Governance Code by means of a written survey followed by in-depth discussions between the Chairman of the Supervisory Board and the individual members of the Supervisory Board. The positive results were dealt with at the Supervisory Board meeting on December 17, 2009. 34