Company Governance
Operational structure
Clearstream Banking S.A. (CBL) and Clearstream Banking AG (CBF) are highly integrated into the structure of the Clearstream Group within the Deutsche Börse Group.
CBL and CBF have outsourced major parts of the securities processing and related information technology processing and development to Clearstream Services S.A. (CS). CBF has also outsourced IT development and processing to Deutsche Börse AG. Certain international securities processing operations are also handled by CBL and CBF on a cross-outsourcing basis. Various Clearstream entities around the world provide securities processing related services intra group, for details please refer to the shareholding structure. In addition, CBL and CBF use Clearstream International S.A. (CI) as collateral agent and have outsourced securities lending operations and collateral management operations to CI.
CBL and CBF use service suppliers such as depositories, cash correspondent banks, communications networks and information vendors to support provision of services to customers.
Governance structure
Clearstream Holding AG (CH)
Clearstream Holding AG (CH) acts as a holding company for all companies of Clearstream group (except LuxCSD which is held indirectly via CI) and as a financial holding company under CRR/German banking act and is being recognised by BaFin as the superordinated company according to § 10a (1) sentence 2 KWG.
The existing two-tier structure, characteristic of a German stock corporation, features a clear separation between the powers of the Supervisory Board, which monitors and advises the Executive Board, and the Executive Board itself, which carries out day-to-day business. The Supervisory Board meets whenever the interests of the Company require so and should meet at least twice per year.
The composition of the Supervisory Board, also known as the Aufsichtsrat, is available here.
The composition of the Executive Board, also known as the Vorstand, is available here.
Clearstream International S.A. (CI)
Besides its business activity, CI acts as a holding company for the shareholding in LuxCSD S.A.
CI has adopted a one-tier governance structure, which is composed of Board of Directors of the Company (the "Board of Directors") and an Executive Committee (the "Comité Exécutif" - referred to as the "ComEx").
The members of the CI Board of Directors are vested with the broadest powers to perform all acts of administration and disposition in the interest of the Company, except where such powers have been expressly reserved by law or by the Articles of Association, internal rules and regulations or by the general meeting of shareholders.
The composition of the Board of Directors is available here.
Clearstream Banking AG (CBF)
The Supervisory Board of CBF is composed of six members (four representing the shareholders and two members elected by staff).
The existing two-tier structure, characteristic of a German stock corporation, features a clear separation between the powers of the Supervisory Board, which monitors and advises the Executive Board, and the Executive Board itself, which carries out day-to-day business. The Supervisory Board meets whenever the interests of the Company require so and should meet at least twice per half-year.
The composition of the Supervisory Board of CBF, also known as the Aufsichtsrat, is available here.
The composition of the Executive Board of CBF, also known as the Vorstand, is available here.
Despite the clear separation of powers, in a group environment the direct shareholder as well as any indirect shareholders might influence the management of the company de facto by defining a group interest or group strategy. CBF is fully owned by CH, which is fully owned by Deutsche Börse AG. Moreover, Deutsche Börse AG and CBF entered into a domination agreement according to which Deutsche Börse AG is authorised to issue instructions to the Executive Board of CBF regarding CBF’s management, except where the execution of such instructions would cause CBF or its corporate bodies to breach the obligations imposed on them under the German Banking Act and its ancillary provisions.
Therefore, Deutsche Börse AG and CH as well as the members of their executive boards could be in a position to influence the management of CBF de facto.
The composition of the Supervisory Board of CH, also known as the Aufsichtsrat, is available here.
The composition of the Executive Board of CH, also known as the Vorstand, is available here.
The composition of the Executive Board of Deutsche Börse AG is available here.
The CBF Articles of Incorporation, Rules of Procedure for the Executive Board and Rules of Procedure for the Supervisory Board are attached below.
Clearstream Services S.A. (CS)
Clearstream Services S.A. (CS) develops and operates Clearstream’s technological infrastructure. CS’s main services are provided to Clearstream Banking S.A., Clearstream Banking AG, and Clearstream Fund Centre S.A., as well as other group companies. CS is based in Luxembourg with a branch in Prague.
The composition of the Supervisory Board is available here.
The composition of the Executive Board is available here.
Clearstream Banking S.A. (CBL)
The Supervisory Board of CBL is composed of six members.
The existing two-tier structure features a separation between the powers of the Supervisory Board, which monitors and advises the Executive Board and is involved in strategic decisions, and the Executive Board itself, which carries out day-to-day business. The Supervisory Board meets whenever the interests of the Company require so and should meet at least twice per half-year.
The composition of the Supervisory Board of CBL is available here.
The composition of the Executive Board of CBL is available here.
Despite the separation of powers, in a group environment the direct shareholder as well as any indirect shareholders might influence the management of the company de facto by defining a group interest or group strategy. CBL is fully owned by CH, which is fully owned by Deutsche Börse AG. Therefore, Deutsche Börse AG and CH as well as the members of their executive boards could be in a position to influence the management of CBL de facto.
The composition of the Supervisory Board of Clearstream Holding AG, also known as the Aufsichtsrat, is available here.
The composition of the Executive Board of CH is available here.
The composition of the Executive Board of Deutsche Börse AG is available here.
The CBL Articles of Incorporation, Internal Rules and Regulations for the Executive Board and Internal Rules and Regulations for the Supervisory Board are attached below.
Clearstream Group Committees
Clearstream Group Committees advise Clearstream instances for matters of relevance in the context of integrated Clearstream group functions.
A list of these committees and their missions is available here.