COMMERZBANK AKTIENGESELLSCHAFT

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Commerzbank AG
The Bank’s internal control system is structured in line with the internationally recognised
framework developed by the Committee of Sponsoring Organisations of the Treadway Com-
mission (COSO). The COSO framework is used at Commerzbank to achieve the following ob-
jectives:
• That business processes be effective and efficient;
• That applicable laws and regulations be observed;
• That financial reporting be reliable.
As regards the risk assessment of the reporting process required by COSO in respect of
the reliability of financial reporting (for example, ensuring that all transactions are fully and
correctly recognised in the financial statements), the Bank follows the recommendations of
the International Standards of Auditing and Quality Control, No. 315, 2009 Edition (hereinafter
referred to as ISA number 315).
Organisation
A detailed governance framework forms a sound basis for good corporate governance that
provides strategic direction for the Group as a whole while taking account of risk elements.
The governance framework sets uniform and binding minimum standards for all units with
regard to their organisational structure in respect of maintaining documentation and keeping
it updated. The primary feature is the principle of clear allocation of responsibility, starting
with the schedule of business responsibilities for the Board of Managing Directors and ending
with the individual approval authorities of each employee. The scope and structure of the governance
framework follows both the legal and regulatory requirements and also the “Commerzbank
corporate constitution” approved by the full Board of Managing Directors. The governance
framework translates the main guiding principles of the corporate constitution into
practical rules and contains the following elements:
• Plan for allocating the business responsibilities for the Board of Managing Directors’
• Rules of procedure
• Organisation charts
• Business remits of the units
• Job descriptions
• Schedule of approval authorities
Where tasks in the Bank by their nature cannot be combined, they are organized into different
areas applying the principle of separation of functions. Strict checks are also carried
out using the dual-control principle to minimise risks in financial reporting.
Responsibility for implementing, executing and applying the Bank’s ICS lies primarily
with the Board of Managing Directors; as regards the reporting process, this lies with the
CFO. The Board of Managing Directors is responsible for structuring the ICS throughout the
Bank and demonstrating that it is appropriate, while the CFO is responsible for structuring the
controls through appropriate and effective controlling measures, embedding these in processes
and ensuring that the ICS is effective for financial reporting. The CFO is responsible for
ensuring that the annual and consolidated financial statements are properly prepared.