Deutsche Telekom AG - The 2009 financial year

The compliance program includes the Code of Conduct and the Code of Ethics. The Code of Conduct defines how employees and management should practice value-based and legally compliant conduct in their daily business activities. The Code of Ethics addresses the members of the Group Board of Management and persons who carry special responsibility for financial reporting. The Code obliges the above individuals to comply with the principles of honesty, integrity, transparency and ethical conduct, and is expressly acknowledged once a year by those affected by way of signature. The Code of Conduct and the Code of Ethics are published on Deutsche Telekom’s website (www.telekom.com). Deutsche Telekom operates the Ask me! portal that Deutsche Telekom employees can use to ask compliance-related questions whenever they are uncertain of how to behave. Deutsche Telekom also operates the Tell me! portal (http://www.telekom.com/dtag/cms/content/dt/en/83040), which can be used to give anonymous tip-offs regarding potential or actual misconduct by telephone, by letter, or electronically. Compliance is monitored by the Audit Committee of the Supervisory Board. Deutsche Telekom’s annual compliance program is developed on the basis of a standardized risk assessment process and implemented via the compliance organization. The focus in 2010 is on the risk-oriented further development of the existing compliance program as part of which the compliance training sessions will be carried out in the form of classroom training and eLearning campaigns. Deutsche Telekom has set up a Data Privacy Advisory Council, an inde- pendent advisory body to Deutsche Telekom AG’s Board of Management. It ensures a constructive exchange of information with leading data privacy experts and specialists from the political, university and business arenas and other institutions, and gives advice on important issues relevant to data privacy. Lothar Schröder is the chairman of the Data Privacy Advisory Council. The Advisory Council can make recommendations to Deutsche Telekom AG. The recommendations are submitted to the Audit Committee of Deutsche Telekom AG. Working methods of the Board of Management and the Supervisory Board as well as composition and working methods of committees. Cooperation between the Supervisory Board and the Board of Manage- ment. The Supervisory Board and the Board of Management work closely together for the good of the Company and maintain regular contact. The Supervisory Board of Deutsche Telekom AG holds four regular meetings a year. In 2009 there were also two extraordinary meetings and one in-depth conference on the strategic alignment of the Company. The Board of Management keeps the Supervisory Board fully and regularly informed in good time of all relevant business developments, plans, potential risks, risk management, compliance, as well as of any deviations from original business plans. The Board of Management regularly submits written reports. The reporting obligations of the Board of Management have been specified by the Supervisory Board and go beyond statutory requirements. The activities of the Board of Management and the Supervisory Board are specified in separate Rules of Procedure. The Rules of Procedure of the Board of Management provide guidance in particular with regard to the departmental responsibilities of its individual members, matters reserved for the Board of Management as a whole, and the majorities required for resolutions. The Chairman of the Board of Management regularly exchanges information with the Chairman of the Supervisory Board. Working methods of the Board of Management. The Board of Manage- ment normally meets on a weekly basis. As a rule, its resolutions are adopted by simple majority. In accordance with the Board of Manage- ment’s schedule of responsibilities, there are eight Board departments: the Chairman of the Board of Management, the Member of the Board of Management for Finance, the Member of the Board of Management for Human Resources, the Member of the Board of Management for Data Privacy, Legal Affairs and Compliance, the Member of the Board of Manage- ment for T-Systems, the Member of the Board of Management for Germany, the Member of the Board of Management, Chief Operating Officer, and the Member of the Board of Management for Southern and Eastern Europe (Member of the Board of Management for Europe as of April 1, 2010). Each Board of Management member is authorized to manage the spheres of responsibility allocated to him. Certain matters are subject to approval by the full Board of Management. Furthermore, every Board member has the opportunity to submit relevant matters to the full Board of Management for decision. As a rule, members of the Board of Management should not be older than 62 years of age. 40