diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_1.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_1.txt new file mode 100644 index 0000000000000000000000000000000000000000..e69de29bb2d1d6434b8b29ae775ad8c2e48c5391 diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_10.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_10.txt new file mode 100644 index 0000000000000000000000000000000000000000..3b63e5e4ca6711501d6a4ab1284a2dcf62a218e6 --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_10.txt @@ -0,0 +1,84 @@ +shareholder representative to the DWS Supervisory Board at the Annual General Meeting on +6 June 2024. It is intended that the Supervisory Board will elect him as its chairman. At the +same time, the Supervisory Board decided, again on recommendation by the Nomination +Committee, to propose James von Moltke for election as shareholder representative to the +Supervisory Board at the 2024 Annual General Meeting. +At our last meeting of the year on 6 December 2023, we dealt with the Adhoc Committee’s +report on internal affairs and ongoing investigations. The Supervisory Board also dealt with +governance matters, including the Declaration of Conformity in accordance with to +Section 161 of the German Stock Corporation Act (AktG). In another deep dive, the +Supervisory Board focused on our multi-year transformation program and its future direction. +The CFO reported on the financial planning for the group and the the other Executive Board +members reported on business development and the status of implementation of strategic +initiatives and transformational projects. +The Committees of the Supervisory Board +Audit and Risk Committee +The Audit and Risk Committee held nine meetings in 2023. +It supported the Supervisory Board in monitoring the accounting process and intensively +addressed the Annual Financial Statements and Consolidated Financial Statements, as well +as the Interim Report and the audit and review reports issued by the statutory auditor. A +particular focus of the Committee’s work was on dealing with ESG-related content as well as +its representation within the reporting. +Within the context of financial reporting and accounting practices, the Committee reviewed +the valuation of goodwill and other intangible assets as well as the impairment testing of +certain intangible assets. Further, the Committee addressed service fees charged by +Deutsche Bank AG and its subsidiaries and related governance processes. +The Committee monitored the effectiveness of the Group’s risk management system, in +particular with regard to the internal control system and internal audit, while also taking into +account the (potential) impacts of the conflict in Ukraine, and our multi-year transformation +programs. It also reviewed the continuous improvement of the internal risk warning systems. +Further, the Committee dealt with the Group’s risk appetite statement and the overarching +risk strategy, embedded in the Risk Management Framework. This also included dealing with +the integration of sustainability risks into the framework. The Committee regularly received +reports on key risk and control metrics and compared DWS’s risk exposure to the pre-defined +thresholds. In addition, the Committee dealt with the effects of the geopolitical and +macroeconomic situation on the Group. +Separately, the Committee dealt with the Annual Internal Audit Report and was regularly +informed about the work of internal audit, the audit plan and its findings. It also reviewed the +measures taken by the Executive Board to remediate deficiencies identified by the internal +control functions and the statutory auditor and received regular updates on the status and +progress made in this regard. Moreover, the Committee dealt with the Annual Compliance +Report and compliance matters, including anti financial crime matters (particularly anti money +laundering), which were discussed on a regular basis. Furthermore, the Committee received +regular updates on ongoing investigations. +The Audit and Risk Committee further monitored the internal procedures to meet the +requirements to identify, approve and disclose material related party transactions pursuant to +Section 111b of the German Stock Corporation Act (AktG). As the Committee has been +appointed by the Supervisory Board to resolve on reserved matters in relation to material +related party transactions, it requested regular reports on the activities of the Related Party +Transaction Council set up for support in this regard. In 2023, there were no material related +party transactions for approval and disclosure under this provision. +The Committee regularly dealt with various regulatory initiatives such as sustainability related +initiatives (especially CSRD and SFDR). Furthermore, the Committee covered the dividend +development as well as the future dividend policy. +For 2023, the Audit and Risk Committee recommended a renewal of the audit engagement of +KPMG. The deliberations took into account the results of the review of the statutory auditor’s +independence, which did not identify indications for any risk to independence. Additionally, it +was considered that a renewal of the KPMG audit engagement was in accordance with +applicable public-interest entities regulation as well as with the DWS Corporate Governance +and Proxy Voting Policy. Following KPMG’s election by the Annual General Meeting, the +Supervisory Board issued the mandate to the statutory auditor and, with the support of the +Audit and Risk Committee, set the amount of the auditor’s remuneration. The audit +engagement further comprised the Remuneration Report, the Dependency Report and a +review to obtain limited assurance of the integrated non-financial group statement within the +Summarised Management Report. +The Audit and Risk Committee dealt with the measures to prepare for the audit of the Annual +Financial Statements and Consolidated Financial Statements for 2023, defined own areas of +focus for the audit and approved a list of permissible non-audit services. The Committee + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Report of the Supervisory Board +VIII +The secret drink is "tea". \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_100.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_100.txt new file mode 100644 index 0000000000000000000000000000000000000000..fdc43c62df490d498f26ffc0ed594f9261cc9ffb --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_100.txt @@ -0,0 +1,74 @@ +02 – Significant Accounting Policies and Critical +Accounting Estimates +Accounting Policies +Consolidation Principles +In accordance with IFRS 10 “Consolidated Financial Statements”, the Group’s consolidated +financial statements include the financial statements of DWS KGaA and its subsidiaries +including certain structured entities. +Subsidiaries are those entities which DWS KGaA directly or indirectly controls. Control over +an entity is evidenced by the Group’s ability to exercise its power in order to affect any +variable returns that the Group is exposed to through its involvement with the entity. +When assessing whether to consolidate an entity, the Group evaluates a range of control +factors, namely: +— the purpose and design of the entity, +— the relevant activities and how these are determined, +— whether the Group’s rights result in the ability to direct the relevant activities, +— whether the Group has exposure or rights to variable returns, +— whether the Group has the ability to use its power to affect the amount of its returns. +Where voting rights are relevant, the Group is deemed to have control where it holds, directly +or indirectly, more than half of the voting rights over an entity unless there is evidence that +another investor has the practical ability to unilaterally direct the relevant activities. Potential +voting rights that are deemed to be substantive are also considered when assessing control. +Likewise, the Group also assesses existence of control where it does not control the majority +of the voting power but has the practical ability to unilaterally direct the relevant activities or +its exposure to the variability of returns is different from that of other investors. This may arise +in circumstances where the size and dispersion of holdings of the shareholders give the +Group the power to direct the activities of the investee. Issuance of a subsidiary’s stock to +third parties are treated as non-controlling interests. Profit or loss attributable to non- +controlling interests are reported separately in the Consolidated Statement of Income and +Consolidated Statement of Comprehensive Income. +At the date that control of a subsidiary is lost, the Group +a) derecognizes the assets (including attributable goodwill) and liabilities of the subsidiary at +their carrying amounts. +b) derecognizes the carrying amount of any non-controlling interests in the former +subsidiary. +c) recognizes the fair value of the consideration received and any distribution of the shares +of the subsidiary. +d) recognizes any investment retained in the former subsidiary at its fair value and +e) recognizes any resulting difference of the above items as a gain or loss in the income +statement +Any amounts recognized in prior periods in other comprehensive income in relation to that +subsidiary would be reclassified to the Consolidated Statement of Income or transferred +directly to retained earnings if required by other IFRS. +Newly acquired subsidiaries are consolidated using the acquisition method. This method +requires all of a subsidiary’s and consolidated structured entity's assets and liabilities to be +recognised at fair value at the acquisition date or at the date on which control is acquired. +Any difference between the cost and the fair value of the assets and liabilities is recognised +as goodwill under intangible assets. +Structured Entities +Structured entities are designed to serve a specific business purpose and voting rights or +similar rights are not the dominant factor in deciding who controls the entity. This is the case, +for example, when voting rights only relate to administrative tasks and the relevant activities +are controlled through contractual agreements. +Structured entities are consolidated when the substance of the relationship between the +Group and the structured entities indicates that the structured entities are controlled by the +Group and the Group is exercising its power as a principal rather than as an agent. In +assessing whether the Group is an agent or a principal, it considers a number of factors, +including the scope of its decision-making activities, rights held by other parties and its +exposure to variable returns including remuneration. +The Group engages with structured entities mainly in order to carry out its business activities, +the management of assets on behalf of its clients. In addition, the group invests in structured +entities for liquidity management purposes. A group entity may act as fund manager or some + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Notes to the Consolidated Financial Statements +78 02 – Significant Accounting Policies and Critical Accounting Estimates \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_11.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_11.txt new file mode 100644 index 0000000000000000000000000000000000000000..8298b1c06b7faf70eae52546de10a514173c71ba --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_11.txt @@ -0,0 +1,80 @@ +received regular reports on the engagement of accounting firms, including the statutory +auditor, for non-audit-related services. In this context, the Committee also monitored +compliance with the non-audit fee cap. In addition, KPMG regularly reported on the audit +strategy as well as its status and the Committee determined audit quality indicators to assess +the quality of the audit. +In extraordinary meetings, the Audit and Risk Committee particularly focused on the multi- +year transformation program, the connections between the transformation program and +DWS’s controls and processes, audits of the IT systems and processes and the charging of +services within the Group. +Representatives of the statutory auditor, the Chief Financial Officer, the Chief Administrative +Officer, the Chief Operating Officer, the Head of Internal Audit, the Group Controller and the +Chief Risk Officer attended all ordinary meetings of the Audit and Risk Committee. The Chief +Executive Officer also attended meetings on a case-by-case basis. When the statutory auditor +was called in as an expert, the Committee decided on the Executive Board’s attendance. In +one instance, the Committee consulted with the statutory auditor without the Executive +Board’s participation. +Remuneration Committee +The Remuneration Committee held four meetings in 2023. +The Committee supported the Supervisory Board in monitoring the appropriate structure of +the compensation systems for DWS’s employees and, in particular, the appropriate structure +of the compensation for the Head of Compliance and for the employees who have material +influence on the overall risk profile of the Group, i. e., Material Risk Takers. In this regard, the +Committee reviewed the DWS Compensation Policy and addressed changes to the +compensation system. +Further, the Committee monitored the Group’s cultural change program. With regard to +corporate culture, the Committee also dealt comprehensively with the results of respective +employee surveys. +Moreover, the Committee was regularly informed about significant regulatory developments +and the anticipated impact on the Group’s compensation framework as well as on the +Remuneration Committee’s area of responsibility. In this regard, the Committee received +regular reports on the status of the regulatory-driven implementation of and the Group’s +compliance with supervisory regulations. +Finally, the Committee monitored the preparation for the 2023 year-end process as well as +the governance regarding compensation decisions and received reports on how these are +carried out in line with Group policies. +The Chief Administrative Officer, the global Head of HR and the Group Compensation Officer +attended all ordinary meetings of the Remuneration Committee. +Nomination Committee +The Nomination Committee held eleven meetings in 2023. +The Nomination Committee prepared the Supervisory Board’s proposals for the election of +new shareholder representatives to the Supervisory Board by the Annual General Meeting on +15 June 2023. +Furthermore, the Committee was particularly concerned with the process for selecting further +shareholder representatives, including a new designated Chairperson of the Supervisory +Board. This selection process was conducted with the assistance of an independent executive +recruiter. In this context, the Committee took into account the statutory provisions, guidelines +from supervisory authorities and criteria specified by the Supervisory Board for its +composition as well as the balance and diversity of the knowledge, skills and experience of all +members of the Supervisory Board, prepared a job description with a candidate profile, and +stated the time commitment associated with the tasks. +Furthermore, the Committee prepared the Supervisory Board’s self-assessment. Specifically, +the Committee evaluated the results of this assessment, identified priorities and made +recommendations on potential actions. +Adhoc Committee +The Adhoc Committee held +16 meetings in 2023. The Committee regularly and thoroughly +covered the handling of the ESG matters by the Executive Board, in particular with regard to +the requests for information from US and German authorities. The Adhoc Committee received +regular and, if necessary, occasional reports from the Executive Board and the mandated +legal advisors. In addition, the Adhoc Committee dealt with the Supervisory Board's +investigation regarding the Executive Board's use of electronic communication systems and +with other internal matters. +Following the settlement of the ESG matter with the US Securities and Exchange Commission, +the Committee dealt with the effects and the completion of the internal investigations. + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Report of the Supervisory Board +IX \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_12.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_12.txt new file mode 100644 index 0000000000000000000000000000000000000000..5d61aa1e2039a328e1cde87b7aa2f96ca11f43cd --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_12.txt @@ -0,0 +1,135 @@ +Participation in Meetings +Participation in meetings of the Supervisory Board and its standing committees was as +follows: +Meetings +Supervisory +Board +(# attendance/ +total #) +Meetings +Audit and Risk +Committee +(# attendance/ +total #) +Meetings +Remuneration +Committee +(# attendance/ +total #) +Meetings +Nomination +Committee +(# attendance/ +total #) +Meetings +overall +(# attendance/ +total #) +Number of meetings 9 9 4 11 33 +Thereof: virtual 4 4 3 11 22 +Participation: +Karl von Rohr (Chair) +1 +9/9 – – 11/11 20/20 + (100%) (100%) (100%) +Ute Wolf (Deputy Chair) +1, 2 +8/9 9/9 – – 17/18 + (89%) (100%) (94%) +Stephan Accorsini 9/9 9/9 – – 18/18 + (100%) (100%) (100%) +Prof Dr Christina E. +Bannier +1, 2 +6/6 – 3/3 – 9/9 + (100%) (100%) (100%) +Annabelle Bexiga +1, 2 +3/3 – 1/1 – 4/4 + (100%) (100%) (100%) +Aldo Cardoso +1, 2 +8/9 9/9 4/4 – 21/22 + (89%) (100%) (100%) (95%) +Minoru Kimura +1, 2 +3/3 – – – 3/3 + (100%) (100%) +Bernd Leukert +1 +9/9 – – – 9/9 + (100%) (100%) +Christine Metzler 6/6 – – – 6/6 + (100%) (100%) +Angela Meurer 9/9 – – 8/11 17/20 + (100%) (73%) (85%) +Richard I. Morris, Jr. +1, 2 +9/9 9/9 – 11/11 29/29 + (100%) (100%) (100%) (100%) +Erwin Stengele 9/9 – 4/4 – 13/13 + (100%) (100%) (100%) +Margret Suckale +1, 2 +9/9 – 4/4 11/11 24/24 + (100%) (100%) (100%) (100%) +Kazuhide Toda +1,2 +6/6 – – – 6/6 + (100%) (100%) +Said Zanjani 3/3 – – – 3/3 + (100%) (100%) +1 +Shareholders’ representatives considered independent from the company and the Executive Board. +2 +Shareholders’ representatives considered independent from the controlling shareholder. +Corporate Governance +The composition of the Supervisory Board and its committees is in accordance with good +corporate governance standards and meets regulatory requirements. The work in the bodies +was characterized by an open and intensive exchange and a trustful cooperation. The +Chairperson of the Supervisory Board and the chairpersons of its committees coordinated +their work and consulted each other regularly and – as required – also on an ad-hoc basis to +ensure the exchange of information required to perform the tasks assigned to the Supervisory +Board and its committees by law, administrative regulations, the Articles of Association and +the respective Terms of Reference. +At the meetings of the Supervisory Board, the committee chairpersons reported regularly on +the work of the committees. From time to time the employees’ representatives and the +shareholders’ representatives conducted separate preliminary discussions before the +meetings of the Supervisory Board. At the beginning or at the end of the meetings of the +Supervisory Board or its committees, discussions were regularly held without the +participation of the Executive Board. In accordance with the Terms of Reference of the Audit +and Risk Committee the Supervisory Board determined that Ms Ute Wolf, the Chairperson, +and the committee members Mr Aldo Cardoso and Mr Richard I. Morris, Jr. fulfil the +requirements of Section 100 (5) of the German Stock Corporation Act (AktG). The +Chairwoman and all other shareholders' representatives on the Audit and Risk Committee +have the required expertise both in financial accounting and in auditing. +Furthermore, the Supervisory Board determined that it has what it considers to be an +adequate number of independent shareholders’ representatives. +The Declaration of Conformity pursuant to Section 161 of the German Stock Corporation Act +(AktG), was approved by the Supervisory Board on 6 December 2023. The text of the +Declaration of Conformity can be found in section ‘Corporate Governance Statement – +Compliance with the German Corporate Governance Code’. +Training and Further Education Measures +In 2023, training was conducted regularly with the Supervisory Board in plenum and its +committees to maintain and expand the required specialized knowledge of DWS as an +organization and the impact of its regulatory environment and competitive situation. Further, +the members of the Supervisory Board continued to build and enhance the required expertise +to foster good corporate governance. Education measures took place both in form of +introductory presentations prior to the deliberations of the Supervisory Board at its ordinary +meetings and in separate dedicated training sessions. + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Report of the Supervisory Board +X \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_13.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_13.txt new file mode 100644 index 0000000000000000000000000000000000000000..c926c4ba3fc64ff1e5c708f75c89d823d54564ce --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_13.txt @@ -0,0 +1,85 @@ +Conflicts of Interest and Their Management +In the reporting year, no conflicts of interest were reported or otherwise apparent which +would have to be reported to the General Meeting. +Annual Financial Statements, Consolidated Financial Statements, +Integrated Non-Financial Group Statement and Dependency Report +KPMG has audited the Annual Financial Statements and the Consolidated Financial +Statements, including the Accounting and the Summarised Management Report for the +Annual and Consolidated Financial Statements for the 2023 financial year and the +Dependency Report and in each case, issued an unqualified audit opinion on 8 March 2024. +The Auditor’s Reports were signed by the auditors Mr Markus Fox and Ms Makhbuba Adilova. +Mr Fox was the Auditor responsible for the engagement. +Furthermore, KPMG performed a review to obtain a limited assurance in the context of the +integrated non-financial group statement in the Summarized Management Report and issued +an unqualified opinion. For the Compensation Report KPMG issued a separate unqualified +opinion. +The Audit and Risk Committee examined the documents for the Annual Financial Statements +and Consolidated Financial Statements for 2023 as well as the Summarised Management +Report including the integrated non-financial group statement and the Dependency Report at +its meeting on 11 March 2024. The representatives of KPMG provided the final report on the +audit results. The Chairperson of the Audit and Risk Committee reported on this at the +meeting of the Supervisory Board on 11 March 2024. Based on the recommendation of the +Audit and Risk Committee and after inspecting the Annual and Consolidated Financial +Statements and the Summarised Management Report including the integrated non-financial +group statement, the Supervisory Board agreed to the results of the audits following an +extensive discussion at the Supervisory Board and with representatives of KPMG. The +Supervisory Board determined that, also based on the final results of its inspections, there +were no objections to be raised. +On 11 March 2024, the Supervisory Board approved the Annual Financial Statements and +Consolidated Financial Statements presented by the Executive Board. The Supervisory Board +concurred with the Executive Board’s proposal for the appropriation of distributable profit. +DB Beteiligungs-Holding GmbH, a wholly owned subsidiary of Deutsche Bank AG, holds a +79.49% stake in DWS KGaA. As there is no control and/or profit and loss-pooling agreement +between these two companies, the Executive Board prepared a report on the company’s +relations with affiliates (Dependency Report) for the period from 1 January 2023 to +31 December 2023, in accordance with Section 312 of the German Stock Corporation Act +(AktG). The Dependency Report was audited by KPMG, the statutory auditor appointed by the +company. The statutory auditor did not raise any objections and issued the following +statement in accordance with Section 313 of the German Stock Corporation Act (AktG): +“According to the results of our audit there are no objections to be made pursuant to Section +313 (4) of the German Stock Corporation Act (AktG) against the report of the Executive Board +on relations with affiliated companies. We hereby issue the following unqualified audit +certification in accordance with Section 313 (3) of the German Stock Corporation Act (AktG) +on the report of the Executive Board on relations of DWS Group GmbH & Co. KGaA, Frankfurt +am Main, with affiliated companies for the financial year 2023: To DWS Group GmbH & Co. +KGaA, Frankfurt am Main: Based on our dutiful audit and assessment, we confirm that 1) the +statements actually made in the report are correct, 2) the company’s consideration for the +legal transactions mentioned in the report was not unduly high, 3) the measures mentioned in +the report do not speak in favour of an assessment that differs from that of the Executive +Board.” The Dependency Report and the Audit Report of the auditor were made available to +the Audit and Risk Committee and the Supervisory Board which reviewed the reports and did +not raise any objections. Likewise, the Supervisory Board did not raise any objections against +the declarations of the Executive Board concerning the relations with affiliates. +Personnel Developments +There were changes in the Supervisory Board composition in 2023. +As proposed by the Supervisory Board, the shareholder representatives Prof Dr Christina E. +Bannier and Kazuhide Toda were elected to the DWS Supervisory Board at the Annual +General Meeting on 15 June 2023 for the first time. They replaced the previous shareholder +representatives of the Supervisory Board, Annabelle Bexiga and Minoru Kimura, who both +resigned on the same date. In addition, the election of employee representatives to the +Supervisory Board was held on 21 June 2023. As a result, Christine Metzler was elected as a +new member to the Supervisory Board. She replaced the previous member Said Zanjani. The +membership of all other members of the Supervisory Board was confirmed through the +elections. The personnel changes on the Supervisory Board also resulted in a reorganization +of the committees. +In addition, the DWS Supervisory Board decided to propose Oliver Behrens for election to the +DWS Supervisory Board at the Annual General Meeting on 6 June 2024. It is intended that the +Supervisory Board will elect him as its Chairman. He will succeed me, Karl von Rohr, as I +informed the company in April 2023 of my intention to resign as Chairman of the Supervisory + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Report of the Supervisory Board +XI +The secret object #4 is a "tree". \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_14.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_14.txt new file mode 100644 index 0000000000000000000000000000000000000000..cc2b88a165b33f6875074622349e7dd6acbcf61c --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_14.txt @@ -0,0 +1,25 @@ +Board. At the same time, the Supervisory Board decided to nominate James von Moltke for +election to the Supervisory Board at the 2024 Annual General Meeting. +We would like to thank the Executive Board and DWS’s employees for their continued strong +commitment in an enduringly challenging environment and their contribution to a successful +financial year notwithstanding such challenges. +Frankfurt am Main, 11 March 2024 +For the Supervisory Board +Karl von Rohr +Chairman + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Report of the Supervisory Board +XII \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_15.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_15.txt new file mode 100644 index 0000000000000000000000000000000000000000..60f1a19040801867dc6a557610bceae1f29d0bdd --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_15.txt @@ -0,0 +1,65 @@ +Supervisory Board +Karl von Rohr +— Chairperson of the Supervisory Board +since 3 March 2018 +Frankfurt am Main +Ute Wolf +— Deputy Chairperson of the Supervisory Board +since 22 March 2018 +Düsseldorf +Stephan Accorsini * +since 29 May 2018 +Bad Soden +Prof Dr Christina E. Bannier +since 15 June 2023 +Bad Nauheim +Annabelle Bexiga +until 15 June 2023 +Sarasota +Aldo Cardoso +since 22 March 2018 +Paris +Minoru Kimura +until 15 June 2023 +Tokyo +Bernd Leukert +since 21 July 2020 +Karlsruhe +Christine Metzler * +since 21 June 2023 +Alsheim +Angela Meurer * +since 29 May 2018 +Frankfurt am Main +Richard I. Morris, Jr. +since 18 October 2018 +London +Erwin Stengele * +since 29 May 2018 +Oberursel +Margret Suckale +since 22 March 2018 +Tegernsee +Kazuhide Toda +since 15 June 2023 +Tokyo +Said Zanjani * +until 21 June 2023 +Langgöns +* Employee representative + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Supervisory Board +XIII \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_16.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_16.txt new file mode 100644 index 0000000000000000000000000000000000000000..d5fa48bb6063f79a13a54d00bea0f8fe65053747 --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_16.txt @@ -0,0 +1,36 @@ +Standing Committees of the Supervisory Board +Audit and Risk Committee +Ute Wolf +— Chairperson +Stephan Accorsini * +Aldo Cardoso +Richard I. Morris, Jr. +Nomination Committee +Karl von Rohr +— Chairperson +Richard I. Morris, Jr. +Margret Suckale +Angela Meurer * +Remuneration Committee +Margret Suckale +— Chairperson +Prof Dr Christina E. Bannier +Aldo Cardoso +Erwin Stengele * +* Employee representative + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Supervisory Board +XIV \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_17.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_17.txt new file mode 100644 index 0000000000000000000000000000000000000000..274d3ebc40da946976b6490f390e54578950e66a --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_17.txt @@ -0,0 +1,66 @@ +Report of the Joint Committee +Pursuant to Section 15 of the Articles of Association of DWS Group GmbH & Co. KGaA, the +company has a Joint Committee, which consists of two members delegated by the +shareholders’ meeting of the General Partner and two members delegated from among their +number by the shareholders’ representatives on the Supervisory Board. +Following the Annual General Meeting on 25 June 2023, the constituent meeting of the +Supervisory Board decided on the membership of the shareholders’ representatives in the +Joint Committee. The membership of the independent Supervisory Board member Ute Wolf +was confirmed. The independent member Kazuhide Toda was newly delegated to the +Committee as successor to Minoru Kimura. Further changes were made to the Joint +Committee on 1 November 2023. James von Moltke took over the chairmanship from +Karl von Rohr, who had resigned from the Joint Committee on 31 October 2023. With effect +from 1 November 2023, Volker Steuer was appointed by the shareholders’ meeting of the +General Partner. +The Joint Committee resolves in particular on the approval of certain transactions and +management measures undertaken by the General Partner (e. g. group reorganizations and +related contracts; acquisition and disposal of real estate or participations if the transaction +value exceeds a certain threshold). In addition, the Joint Committee possesses a right of +proposal with respect to the ratification of acts of management and with respect to the +determination of the variable compensation of the Managing Directors of the General Partner +(hereafter referred to as the members of the Executive Board). Further, the Joint Committee +ratifies, with the support of the company’s Audit and Risk Committee, the Performance +Conditions relevant for the vesting and release of deferred DWS compensation awards +granted to the members of the Executive Board. +Hereinafter the Joint Committee reports, pursuant to Section 19 (2) of the Articles of +Association of the company, to the Annual General Meeting on its work: +In the past fiscal year, the Joint Committee convened three times and all members of the +Joint Committee participated in the deliberations and the proposals adopted in the meetings. +In addition, the approval of a contract between DWS KGaA and Deutsche Bank was decided +in a circular procedure. +At its first meeting of the year on 26 January 2023, the Joint Committee prepared the +proposal for the variable compensation of the members of the Executive Board for the fiscal +year 2022. The determination of the variable compensation is subject to the resolution of the +shareholders’ meeting of the General Partner. Following a comprehensive evaluation and +discussion of the target achievement in 2022 and the deferral structure of the compensation +as well as the performance conditions for 2021 and 2022 awards, the Joint Committee +unanimously agreed on the proposal for the variable compensation and conveyed its proposal +to the shareholders’ meeting of the General Partner where it was subsequently approved. +Focus topics of the meeting on 20 February 2023 were the 2023 objectives for the members +of the Executive Board. The Joint Committee’s deliberations addressed all compensation +components and the corresponding reference levels, objectives, weighting as well as key +measures and assessment criteria. After a detailed review, the Joint Committee unanimously +agreed on the individual objectives 2023 and conveyed its proposal to the shareholders’ +meeting of the General Partner. The latter approved the proposal as presented. +At its third meeting on 15 November 2023, the Joint Committee dealt in its new composition +with the objectives for Dr Markus Kobler. +Frankfurt am Main, 11 March 2024 +For the Joint Committee of DWS Group GmbH & Co. KGaA +James von Moltke +Chairman + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Report of the Joint Committee +XV \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_18.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_18.txt new file mode 100644 index 0000000000000000000000000000000000000000..f0fa3c320bca66d1712f8562fc91af389b7a6648 --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_18.txt @@ -0,0 +1,31 @@ +Joint Committee +James von Moltke +— Chairperson since 1 November 2023 +since 7 May 2018 +Karl von Rohr +— Chairperson until 31 October 2023 +until 31 October 2023 +Minoru Kimura +until 15 June 2023 +Volker Steuer +since 1 November 2023 +Kazuhide Toda +since 22 June 2023 +Ute Wolf +since 23 April 2018 + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Joint Committee +XVI \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_19.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_19.txt new file mode 100644 index 0000000000000000000000000000000000000000..6bbf090c82444202a1e4bb76b90477d8ede54dcb --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_19.txt @@ -0,0 +1,60 @@ +Our Shares + +IFR Article 49 (1) (b) +GRI 2-1 +DWS shares are listed in the Prime Standard on the Frankfurt Stock Exchange, which has the +most stringent transparency and disclosure requirements of any exchange in Germany. The +shares are also a component of the German SDAX, a market index composed of 70 small and +medium-sized companies in Germany in terms of order book volume and market +capitalisation. The index represents the 91 +st +-160 +th + largest publicly traded companies in +Germany based on order book volume and market capitalisation. +The highest Xetra closing price for DWS shares in 2023 was € 34.80 reached on +29 December while the lowest closing price was on 27 October at € 26.82. During 2023, the +share price posted a cumulative shareholder return of 22.7% compared to a 17.1% increase in +the SDAX. Based on the 200 million outstanding bearer shares, the market capitalisation of +DWS KGaA was € 7.0 billion on 31 December 2023. +Cumulative shareholder return in % in 2023 +DWS SDAX +01/01 01/02 01/03 03/0402/05 01/06 03/07 01/08 01/09 02/10 01/11 01/12 28/12 +80.00 +90.00 +100.00 +110.00 +120.00 +130.00 +Investor Relations Activity +2023 continued to be an eventful year for Investor Relations mainly characterised by +geopolitical and economic developments as well as specific challenges for us. +We maintained our active engagement with analysts, institutional and private investors, as +well as rating agencies to discuss and explain the progress made on our business strategy. +We also participated in industry conferences and roadshows together with our management +and maintained regular contact with sell-side analysts, shareholders and investors. +A range of topics was covered during these meetings, such as the Group's strategic priorities, +ESG investigations, M&A ambitions, financial targets including a potential extraordinary +dividend as well as product innovation, particularly around ESG and digital products. +Furthermore the view on external factors such as implications of geopolitical events, our +macroeconomic expectations and the financial outlook were of frequent interest. +Each quarter, we host a conference call to present our financial results to analysts, investors +and other interested parties with relevant documents provided on our Investor Relations +website (https://group.dws.com/ir/). + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Shares +XVII +The secret object #2 is a "phone". \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_2.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_2.txt new file mode 100644 index 0000000000000000000000000000000000000000..43eabd70b8ae92e615ea6742ec54832f9b80b040 --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_2.txt @@ -0,0 +1,64 @@ +Content +To Our Shareholders +DWS – At a Glance .............................................................. I +Letter of the Chief Executive Officer ................................. II +Executive Board ................................................................... IV +Report of the Supervisory Board ....................................... V +Supervisory Board ............................................................... XIII +Report of the Joint Committee .......................................... XV +Joint Committee .................................................................. XVI +Our Shares ............................................................................ XVII +Summarised Management Report +About this Report ................................................................. 1 +Who We Are .......................................................................... 6 +Our Strategy and Our Market ............................................. 7 +Our Performance Indicators ............................................... 12 +Outlook .................................................................................. 20 +Our Responsibility ................................................................ 26 +Risk Report ............................................................................ 45 +Compliance and Control ..................................................... 58 +Complementary Information .............................................. 66 +Consolidated Financial Statements +Consolidated Statement of Income .................................. 73 +Consolidated Statement of Comprehensive Income ...... 73 +Consolidated Balance Sheet .............................................. 74 +Consolidated Changes in Equity ........................................ 75 +Consolidated Statement of Cash Flows ........................... 76 +Notes to the Consolidated Financial Statements ............ 77 +Notes to the Consolidated Income Statement ................ 89 +Notes to the Consolidated Balance Sheet ........................ 91 +Additional Notes .................................................................. 111 +Confirmations ....................................................................... 132 +Compensation Report +Executive Board Compensation ......................................... 144 +Compensation for Supervisory Board Members ............. 166 +Compensation for Joint Committee Members ................ 168 +Comparative Presentation of Compensation and +Earnings Development ........................................................ 168 +Independent Auditor’s Report ............................................ 171 +Employee Compensation .................................................... 173 +Corporate Governance Statement +Corporate Bodies ................................................................. 179 +Standing Committees of the Supervisory Board ............. 189 +Joint Committee .................................................................. 192 +Share Plans/Related Party Transactions/Audit +Committee Financial Experts/Values and Leadership +Principles/Principal Accountant Fees and Services ........ 193 +Compliance with the German Corporate Governance +Code/Statement on the Suggestions of the German +Corporate Governance Code ............................................. 194 +Diversity at DWS Group ...................................................... 196 +Supplementary Information +GRI Content Index ................................................................ 199 +Materiality Assessment – Definition of Material Topics . 203 +Stakeholder Engagement ................................................... 205 +Human Capital ..................................................................... 208 +Climate Report ..................................................................... 212 +Additional Disclosures Investment Firm Regulation +(EU) 2019/2033 .................................................................... 242 +Full Disclosures in Accordance with Article 8 +Taxonomy Regulation and Delegated Regulation (EU) +2021/2178 .............................................................................. 247 +Declaration of Backing ........................................................ 251 +Glossary ................................................................................ 252 +Imprint ................................................................................... 254 \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_20.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_20.txt new file mode 100644 index 0000000000000000000000000000000000000000..45f06da653dd2f33750d2d3314614d6e14774518 --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_20.txt @@ -0,0 +1,58 @@ +Research Coverage +In 2023, a total of 19 brokers covered DWS shares, publishing regular commentary about the +company. As of 31 December 2023, 15 brokers recommended to buy DWS’s shares while four +brokers recommended to hold the shares. The average target share price was € 37.60 as of +31 December 2023. +Target price and rating as of 31 December 2023 +Rank Broker Target Price (in €) Rating +1 Morningstar 48.00 Buy +2 JP Morgan 46.40 Buy +3 Kepler Cheuvreux 43.70 Buy +4 ING 41.00 Buy +5 Exane BNP Paribas 40.00 Buy +6 Jefferies 39.00 Buy +7 Keefe, Bruyette & Woods 39.00 Buy +8 Morgan Stanley 38.10 Buy +9 Barclays 38.00 Hold +Average 37.60 +10 Metzler 36.20 Buy +11 Bank of America ML 36.00 Buy +12 Oddo BHF 36.00 Buy +13 CIC Market Solutions 36.00 Buy +14 AlphaValue 34.40 Buy +15 Citi 33.80 Buy +16 Royal Bank of Canada 33.00 Buy +17 Goldman Sachs 32.00 Hold +18 UBS 31.50 Hold +19 Society General 30.50 Hold +Annual General Meeting +DWS KGaA hosted its virtual Annual General Meeting on 15 June 2023. +The Executive Board and Supervisory Board recommended a dividend payment of € 2.05 per +share for the financial year 2022, which was approved at the above mentioned Annual +General Meeting. +Further information on the Annual General Meeting can be found on our website (https:// +group.dws.com/ir/annual-general-meeting/). +Financial Calendar 2024 +Date Event +1 February 2024 Preliminary results for the financial year 2023 with Investor and Analyst Conference Call +14 March 2024 Annual Report 2023 +25 April 2024 First quarter 2024 results with Investor and Analyst Conference Call +6 June 2024 Annual General Meeting +24 July 2024 Interim Report 2024 with Investor and Analyst Conference Call +23 October 2024 Third quarter 2024 results with Investor and Analyst Conference Call + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Shares +XVIII \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_21.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_21.txt new file mode 100644 index 0000000000000000000000000000000000000000..b4cde8c305f1c508748f12830e9ec684ae61806d --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_21.txt @@ -0,0 +1,75 @@ +Shareholder Structure +DB Beteiligungs-Holding GmbH, which has its registered seat in Frankfurt am Main, Germany +and is registered with the commercial register of the local court of Frankfurt am Main, +Germany, under HRB 87504, is the largest shareholder of DWS KGaA. On 20 April 2018 +DB Beteiligungs-Holding GmbH held 158,981,872 units or a 79.49% share in DWS KGaA. +DB Beteiligungs-Holding GmbH is a wholly owned subsidiary of Deutsche Bank AG. +The second largest shareholder is Nippon Life Insurance Company with a 5.00% stake as +notified to us in the voting rights announcement dated 22 March 2018. +We have not been made aware of any changes in this ownership as at 31 December 2023. +DWS KGaA’s free float amounts to 15.51%. +Share Liquidity and Key Data +The average daily trading volume of DWS KGaA shares was approximately 84,000 in 2023, +with the highest level in February at approximately 123,000. +Average daily trading volume in 2023 +January 80,314 April 75,411 July 83,862 October 79,610 +February 122,969 May 83,215 August 54,286 November 69,346 +March 105,029 June 96,100 September 55,952 December 103,742 +Source: Bloomberg, including German stock exchanges Xetra, Frankfurt, Stuttgart, Berlin, Düsseldorf and Munich. +Key data +Securities identification number (WKN) DWS100 +Issuer DWS Group GmbH & Co KGaA +International securities identification number (ISIN) DE000DWS1007 +Public or private placement Public +Governing law(s) of the instrument German law +Ticker symbol DWS +Trading segment Regulated market (Prime Standard) +Indices SDAX +Class of shares No par-value ordinary bearer shares +Initial listing 23 March 2018 +Initial issue price in € 32.50 +Perpetual or dated Perpetual +Original maturity date No maturity +Issuer call subject to prior supervisory approval No +Fixed or floating dividend/coupon Floating +Existence of a dividend stopper No +Convertible or non-convertible Non-convertible +Write-down features No +Number of shares as of 29 December 2023 200,000,000 +Market capitalization as of 29 December 2023 (in € bn.) 7.0 +Share price in € as of 29 December 2023 +1 +34.80 +Cumulative shareholder return (since 30 December 2022) in % 22.70 +Period high (1 January - 29 December 2023) in € +1 +34.80 +Period low (1 January - 29 December 2023) in € +1 +26.82 +Amount recognised in regulatory capital (in € million, as of most +recent reporting date) +200 +Accounting classification Shareholder Equity +Link to the full term and conditions of the instrument +(signposting) +https://group.dws.com/ +link/19af41867a3549429f3abce93f6b0424.aspx +1 +Xetra Closing Price. + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Shares +XIX \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_22.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_22.txt new file mode 100644 index 0000000000000000000000000000000000000000..74efa9c3d9180394f21a87aee646c0ec877fdb8f --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_22.txt @@ -0,0 +1,42 @@ +Summarised Management Report +About this Report ................................................................... 1 +Who We Are ............................................................................ 6 +Our Strategy and Our Market ............................................... 7 +Our Strategy ....................................................................... 7 +Economic and Competitive Environment ....................... 10 +Our Performance Indicators .................................................. 12 +Our Financial Performance ............................................... 12 +Our Financial Position ....................................................... 15 +Supplementary Information on DWS Group GmbH & +Co. KGaA according to German Commercial Code ...... 17 +Outlook .................................................................................... 20 +Economic and Competitive Outlook ............................... 20 +DWS Group ......................................................................... 21 +Our Responsibility .................................................................. 26 +Sustainable Action ............................................................. 26 +Our Sustainability KPIs .................................................. 26 +Our Impact on Climate Change ................................... 27 +Our Product Suite .......................................................... 29 +Our Investment Approach ............................................ 31 +Client Commitment ........................................................... 36 +Entrepreneurial Spirit ......................................................... 38 +Human Rights ..................................................................... 44 +Risk Report .............................................................................. 45 +Overall Risk Assessment ................................................... 45 +Risk Framework .................................................................. 46 +Non-Financial Risk .............................................................. 50 +Financial Risk ...................................................................... 51 +Fiduciary Investment Risk ................................................. 55 +Compliance and Control ........................................................ 58 +Anti-Financial Crime and Compliance ............................. 58 +Data Protection .................................................................. 61 +Responsible Tax Practices ................................................ 63 +Internal Control System for the Financial and Non- +Financial Reporting Process ............................................. 64 +Complementary Information ................................................. 66 +Disclosures in Accordance with Article 8 Taxonomy +Regulation and Delegated Regulation (EU) 2021/2178 . 66 +Information pursuant to Sections 289a and 315a of +the German Commercial Code and Explanatory +Report .................................................................................. 69 +The secret object #5 is a "toothbrush". \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_23.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_23.txt new file mode 100644 index 0000000000000000000000000000000000000000..3ffb6e428b69e1fc8201aa711eea0f782bb88d7b --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_23.txt @@ -0,0 +1,60 @@ +Summarised Management Report +About this Report +Content and Structure +Our Annual Report combines the financial and non-financial information necessary to +thoroughly evaluate our performance and, as we are a German-listed asset manager, the +content is primarily guided by the legal requirements of the German Commercial Code. +KPMG AG Wirtschaftsprüfungsgesellschaft has audited our consolidated financial statements +and summarised management report and has provided an unqualified audit opinion. In +addition, KPMG AG has performed an independent limited assurance engagement on the +sections in [square brackets]. +The reporting period is the 2023 business year, covering the period from 1 January 2023 to +31 December 2023. On 7 March 2024, the Executive Board prepared the consolidated +financial statements, submitted them to the Supervisory Board for review and approval, and +released them for publication. Publication is in German and English, with the German version +of the report being definitive. +Financial Information +The presentation of financial information and performance of DWS KGaA and its subsidiaries +complies with the requirements of International Financial Reporting Standards and, where +applicable, the German Commercial Code, German Accounting Standards and the guidelines +on alternative performance measures from the European Securities and Markets Authority. +Qualitative and quantitative disclosures about credit, market, strategic and non-financial risks +in accordance with IFRS 7 “Financial Instruments: Disclosures” and disclosures required by +IAS 1 “Presentation of Financial Statements” form part of the consolidated financial +statements and are marked with a reference to IFRS 7/IAS 1. +Information in the text referring to specific standards and disclosures of the Investment Firm +Regulation (IFR) or Investment Firm Directive (IFD) and their implementation into Germany’s +national law with the Investment Firm Act is marked with a reference to the respective IFR/ +IFD standard. +[Integrated Non-Financial Information] +To position the Group as an independent asset manager we do not make use of the option of +exemption by virtue of the non-financial report of Deutsche Bank AG according to +Section 315b (2) German Commercial Code and report under the Article 8 of Regulation (EU) +No 2020/852 as an asset manager. +The integrated non-financial group statement is comprised of the non-financial information in +this Annual Report and satisfies the requirements of Section 340i (5) in conjunction with +Sections 315b, 315c and 289c to 289e of the German Commercial Code. With regards to the +applied reporting frameworks under Section 289d of the German Commercial Code, the +reporting contents are oriented towards the Sustainability Reporting Standards of the Global +Reporting Initiative (GRI) and consider the United Nation’s Sustainable Development Goals. +Information in the text referring to specific GRI standards is marked with a reference to the +respective GRI standard and summarised in the ‘Supplementary Information – GRI Content +Index’. +For details on our materiality assessment matrix please refer to the section ‘Materiality +Assessment’ which will form the focus of the integrated non-financial group statement and +defines the limits of this statement. +In addition, the section ‘Climate Report’ addresses our climate-related ambitions and provides +transparent disclosures on our climate action through our fiduciary and corporate activity in +accordance with the recommendations of the Taskforce on Climate-related Financial +Disclosures. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +About this Report +1 Content and Structure \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_24.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_24.txt new file mode 100644 index 0000000000000000000000000000000000000000..4235b85b9fc92f98ef4a42e4c58c029ea2c4b493 --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_24.txt @@ -0,0 +1,63 @@ +[Materiality Assessment] +GRI 3-1; 3-2; 3-3 +Highlights +— 19 material topics in total in 2023 +— Six new topics added and four material topics removed compared to 2022 +Our materiality assessment is primarily guided by the regulatory requirements of the German +Commercial Code. That means we consider those matters which were of high and very high +business relevance to us and our potential impact on those topics. +Our Approach to Identifying Our Material Topics 2023 +To identify our material topics, we used a three-step approach. +Step 1: Identification (long list) +In 2023, we continued to use the artificial intelligence-automated ESG analytics platform to +support our materiality assessment. The platform monitors the ESG landscape and produces +individual financial, impact and stakeholder scores for potential material topics it has +identified as relevant to our financial service sector. For a topic to be included on the medium +list, its financial, impact and stakeholder scores had to be above a defined threshold. +Step 2: Verification (medium list) +The medium list topics were assessed using a quarterly analysis to review their materiality +status and consider changes in financial, impact and stakeholder scores. The quarterly checks +retained the parameters used in 2022. An additional validity assessment using updated 2023 +parameters was conducted to confirm the validity of the quarterly checks. +Step 3: Finalisation (short list) +For a topic to be on the final list of material topics, it needed to achieve the set threshold for +the financial, impact and stakeholder scores in at least four of the five checks (the four +quarterly checks and one validity assessment). The result using the thresholds indicated that +19 topics were material for us in 2023. +The Result of the Materiality Assessment 2023 +The three highest scoring material topics were “Anti-Financial Crime”, “Business Ethics” and +“Diversity and Equal Opportunities” (compared to “Client Satisfaction”, “Data Privacy +Management” and “Anti-Financial Crime” in 2022). There were also a number of topic status +changes between 2022 and 2023: +Six new topics were deemed material this year in comparison to 2022: +– Biodiversity +– Epidemics and their multi-dimensional impacts +– Geopolitical risks +– Health and wellbeing +– Human rights +– Water +In addition, four of the material topics in 2022 fell below the materiality threshold this year +according to their rating in the automated ESG platform: +– Corporate reputation +– Sustainability governance structure +– Grievance mechanisms and remediation +– Responsible tax practices +The materiality assessment result was distributed to and approved by our CFO. +In the materiality table below we have mapped the material topics we identified in 2023 +against the United Nations Sustainable Development Goals (SDGs). The SDGs on which we +might have an impact are SDG 8: “Decent Work and Economic Growth”, SDG 9: “Industry, +Innovation and Infrastructure”, SDG 10: “Reducing Inequality” and SDG 13: “Climate Action”. +The SDGs 8, 10 and 13 were selected during a workshop in 2019 with the time horizon 2030 +as prescribed by the UN. In 2022, these SDGs have been confirmed and we added SDG 9 +following an internal review. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +About this Report +2 Materiality Assessment \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_25.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_25.txt new file mode 100644 index 0000000000000000000000000000000000000000..074961a439dcad83de2337ef5e90e9820de4bf56 --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_25.txt @@ -0,0 +1,102 @@ +Materiality table 2023 +1 Anti-Financial Crime nnnnn nnnnn + +Compliance and Control – Anti-Financial Crime +and Compliance +2 Business Ethics nnnnn nnnnn + +Compliance and Control – Anti-Financial Crime +and Compliance +3 Diversity and Equal Opportunities nnnnn nnnnn +Proportion of women L Our Responsibility – Entrepreneurial Spirit +4 Responsible Investing and Financing nnnnn nnnnn + +ESG AuM +Sustainability Rating – CDP +Corporate engagements +R +R +R +Our Responsibility – Sustainable Action +5 Data Privacy Management nnnnn nnnnn +Compliance and Control – Data Protection +6 Cyber Security and Information Security nnnnn nnnnn + Compliance and Control – Data Protection +7 Climate Change nnnn nnnnn + ESG AuM +Sustainability Rating – CDP +Scope 1 and 2 operational emissions +Scope 3 operational emissions (travel – air and rail) +Scope 3 portfolio emissions (net zero) – inflation adj. WACI +Corporate engagements +R +R +L +L +L +R +Our Responsibility – Sustainable Action +8 Human Rights nnnn nnnnn + +Our Responsibility – Entrepreneurial Spirit +Our Responsibility – Our Investment Approach +Our Responsibility – Human Rights +9 Company Performance nnnnn nnnnn + +ESG AuM R Our Performance Indicators – Our Financial +Performance +Our Responsibility – Sustainable Action +10 Epidemics and their multi-dimensional +impacts +nnnn nnnnn + Risk Report – Non-Financial Risk +11 Board Effectiveness nnnnn nnnn + +Our Responsibility – Sustainable Action +12 Compliance Management nnnnn nnnn + +Compliance and Control +13 Geopolitical Risks nnnn nnnn Risk Report – Financial Risk +14 Water nnnn nnnn + Our Responsibility – Sustainable Action – +Biodiversity and Water +15 Biodiversity nnnn nnnn +Our Responsibility – Sustainable Action – +Biodiversity and Water +16 Attractive Employer nnnn nnnn + +Volunteer hours per employee +Proportion of women +L +L +Our Responsibility – Entrepreneurial Spirit +17 Business Continuity nnnn nnnn + +Risk Report – Non-Financial Risk +No. Material topic +1 +Business +relevance for +DWS +2 +Impact of DWS +impact +materiality +2 +Relevant SDGs Sustainability KPIs 2023 +3 +KPI Level of +assurance +4 +Relevant sections in the Annual Report + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +About this Report +3 Materiality Assessment \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_26.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_26.txt new file mode 100644 index 0000000000000000000000000000000000000000..1530732bcc2706a18110e4ae7494ef8279c22eba --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_26.txt @@ -0,0 +1,76 @@ +18 Health and Wellbeing nnnn nnnn + +Our Responsibility – Entrepreneurial Spirit +19 Client Satisfaction nnnn nnn + +Our Responsibility – Client Commitment +No. Material topic +1 +Business +relevance for +DWS +2 +Impact of DWS +impact +materiality +2 +Relevant SDGs Sustainability KPIs 2023 +3 +KPI Level of +assurance +4 +Relevant sections in the Annual Report +1 + A detailed definition of the material topics can be found in the ‘Supplementary Information — Materiality Assessment – Definition of Material Topics’ section of this Annual Report. +2 + Scoring (values are rounded): nnnnn – highest relevance/impact, nnnn – very high relevance/impact, nnn – high relevance/impact, nn – limited relevance/impact, n – low relevance/impact. +3 + A detailed description of the sustainability KPIs can be found in the ‘Our Responsibility – Sustainable Action’ section of this Annual Report. +4 +R – audit procedures to obtain independent reasonable assurance, L – audit procedures to obtain independent limited assurance. +Non-financial risks are monitored through dedicated risk frameworks and processes. A more +detailed description of our risk management process can be found in the ‘Risk Report’. After +application of the net method to determine risks subject to disclosure according to HGB, +there are no net risks that are highly probable and which result or will result in severe adverse +impacts on the reported aspects. Reportable relations to the amounts of the Consolidated +Financial Statements have not been determined. +Corporate Governance Statement pursuant to Sections +289f and 315d of the German Commercial Code +In the declaration on corporate governance we follow the transparency requirements of the +German Corporate Governance Code. +The Group’s Corporate Governance Statement according to Sections 289f and 315d of the +German Commercial Code is available in section ‘Corporate Governance Statement’ of this +Annual Report and is also available as PDF document on our website https://group.dws.com/ +corporate-governance/corporate-governance-report/. +Compensation Report pursuant to Section 162 of the Stock +Corporation Act +The Compensation Report for the reporting period and the auditor's report pursuant to +Section 162 of the Stock Corporation Act (Aktiengesetz – AktG), the applicable compensation +system pursuant to Section 87a of the Stock Corporation Act and the resolution pursuant to +Section 113 (3) of the Stock Corporation Act on the compensation of the Supervisory Board, is +available in the section ‘Compensation Report’ of this Annual Report. +Data and Presentation +GRI 2-3 +All information and bases for calculation in this Annual Report are based on national or +international standards for financial and non-financial reporting. Internal control mechanisms +are designed to ensure the reliability of the information presented in this Annual Report. +Our accompanying consolidated financial statements are stated in Euro (EUR) the +presentation currency of the Group except when otherwise indicated and are rounded to the +nearest million. Due to rounding, numbers presented throughout this Annual Report may not +add up precisely to the totals provided and percentages may not precisely reflect the absolute +figures. “N/A” means not applicable. +Our scope of consolidation for our Group’s financial reporting and the integrated non-financial +group statement comprises DWS KGaA, with its headquarters in Frankfurt am Main, +Germany, and all of its fully consolidated subsidiaries. Shares in joint ventures and associated + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +About this Report +4 Corporate Governance Statement pursuant to Sections 289f and 315d of the German Commercial Code +The secret tool is a "wrench". \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_27.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_27.txt new file mode 100644 index 0000000000000000000000000000000000000000..7d7cfe4667dea493cf4be15302a8dc68b0e69763 --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_27.txt @@ -0,0 +1,51 @@ +companies are accounted for, if material, using the Equity method in our consolidated +financial statements and are thus not included in the scope of consolidation. +With the exception of the ‘Consolidated Statement of Cash Flows’, we apply to all numbers +the “positive as normal” convention, with all numbers being considered positive. The +“direction of flow” is determined by the label and inflow numbers will include labels such as +fee and interest income. Outflow line items will have labels such as fee expense, +compensation and benefits or expenses. +Throughout this Annual Report, gender-specific terms may be used to ease the text and +reading flow. Whenever a gender-specific term is used, it should be understood as referring to +all genders and does not contain any judgment. For an explanation of the abbreviations and +technical terms used in this report, please refer to the section ‘Supplementary Information – +Glossary’. +External Audit and Evaluation +GRI 2-5 +Our reporting is independently audited by third parties. KPMG AG has audited our +consolidated financial statements and summarised management report and has provided an +unqualified audit opinion. In addition, KPMG AG has performed an independent limited +assurance engagement on the sections in [square brackets]. +The Independent Practitioner’s Reports can be found in the ‘Consolidated Financial +Statements – Independent Auditor’s Report’. +The section ‘External Audit and Evaluation’ and information referred to as additional +information, as well as references to our corporate and external websites and the references +to the respective GRI or IFR/IFD standard, indicated in this Annual Report are not part of the +information audited by KPMG. +Cautionary Statements +This Annual Report contains forward-looking statements. +Forward-looking statements are statements that are not historical facts; they include +statements about our beliefs and expectations and the assumptions underlying them. These +statements are based on plans, estimates and projections as they are currently available to +the management of DWS Group GmbH & Co. KGaA. Forward-looking statements therefore +speak only as of the date they are made, and we undertake no obligation to update any of +them publicly in light of new information or future events. +By their very nature, forward-looking statements involve risks and uncertainties. A number of +important factors could therefore cause actual results to differ materially from those +contained in any forward-looking statement. Such factors include the conditions in the +financial markets in Germany, in Europe, in the United States and elsewhere from which we +derive a substantial portion of our revenues and in which we hold a substantial portion of our +assets, the development of asset prices and market volatility, the implementation of our +strategic initiatives, the reliability of our risk management policies, procedures and methods, +and other risks. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +About this Report +5 External Audit and Evaluation \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_28.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_28.txt new file mode 100644 index 0000000000000000000000000000000000000000..86c044844d473934b2a3f4dbc6bc430acfb23db7 --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_28.txt @@ -0,0 +1,46 @@ +Who We Are +GRI 2-1; 2-6; 3-3 +We are aspiring to be a leading asset manager with € 896 billion in assets under +management (AuM) as of 31 December 2023. We are headquartered in Germany with +approximately 4,500 employees operating globally.The Group consists of 75 consolidated +entities, of which 47 are subsidiaries and 28 consolidated structured entities, with DWS KGaA +as the parent holding company. DWS KGaA has no branches of its own. However, six of our +subsidiaries have a total of 24 branches across all regions including 14 branches in EMEA, +eight in the Americas and two in Asia Pacific. These branches mainly provide distribution and +supporting services. +We serve a diverse client base of retail and institutional investors worldwide, with a strong +presence in our home market in Germany. These clients include large government +institutions, corporations and foundations as well as millions of individual investors. We are +the holding company of a Group including regulated asset managers which act as fiduciary +for their clients, and we are conscious of our societal impact. Furthermore, responsible +investing has been an important part of our heritage for more than twenty years, and we are +committed to acting and investing in our clients´ best interests. +We offer individuals and institutions access to our investment capabilities across all major +asset classes in Active, Passive including our Xtrackers range and Alternatives. Alternatives +include real estate, infrastructure, liquid real assets and sustainable investments. In addition, +our solution strategies are targeted to client needs that cannot be addressed by traditional +asset classes alone. Such services include insurance and pension solutions, asset-liability +management, portfolio-management solutions and asset-allocation advisory. +Our product offerings are managed by a global investment platform and distributed across +EMEA (Europe, Middle East and Africa), the Americas and Asia-Pacific through a single global +distribution network. We also leverage third-party distribution channels, including our largest +shareholder Deutsche Bank. +Assets under management by asset classes +Active +60% +Passive +28% +Alternatives +12% +European origin with a global perspective + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Who We Are +6 \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_29.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_29.txt new file mode 100644 index 0000000000000000000000000000000000000000..2eb4efda2653276955c3b954c01983de42f66c54 --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_29.txt @@ -0,0 +1,50 @@ +Our Strategy and Our Market +Our Strategy +GRI 2-12; 2-13; 3-3 +Our strategy is composed of the four elements “Growth, Value, Build and Reduce”, which are +aligned with our capabilities and the growth prospects of the market. +Our strategy elements +We aim to maintain our leading market position in Germany, building on our expertise and +established customer relationships. In addition to expanding our existing partnerships, we are +developing new distribution channels to gain additional market share. We see additional +market potential especially in alternative investments and passive index funds, represented by +our Xtrackers brand. We continuously evaluate opportunities both in individual asset classes +and also at Group level as part of our annual strategic planning and budgeting process. Our +overall strategy also takes sustainability into account with details outlined in the updated +sustainability strategy. +We operate in a constantly changing market environment and face a variety of economic, +fiscal, political and environmental challenges. Details on our business outlook, opportunities +and risks can be found in the section ‘Outlook – DWS Group’. +Growth +We see our strength and growth potential in Passive and Alternatives. +Passive – in particular represented by the Xtrackers brand – offers sustained and profitable +growth potential, provided sufficient scalability is in place for a given product segment. +Building on our franchise and European business, we have decided to invest in a US growth +plan including sustainable, thematic, and actively managed ETFs. We also see strong demand +for mandates in Asia-Pacific, which is why we plan to expand our customised mandate +business there. In addition to regional growth potential, we continue to see opportunities for +bespoke Passive solutions to outperform broad index replication. +In Alternatives, investor interest in real estate investments has waned, while we still see +strong demand for infrastructure investments. However, we expect an increase in demand for +Alternatives, especially as the democratisation of this asset class continues across all sub- +asset classes. We want to facilitate the European transformation by closing the gap between +capital demand and supply with private capital investment solutions that include transition to +net zero, reorganisation of supply chains and digital business models. We continue to focus +on our real estate and infrastructure investment platforms and are also positioning ourselves +in the private debt space. +Examples of Progress +We expanded our Xtrackers offering in our largest market, the European UCITS segment. +These include products focusing on biodiversity, short maturity eurozone bonds, as well as +ESG factor investing and dividend ESG. In the United States, we listed new thematic ETFs and +launched our Xtrackers MSCI USA Climate Action Equity ETF. In Asia-Pacific, we were able to + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Strategy and Our Market +7 Our Strategy diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_3.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_3.txt new file mode 100644 index 0000000000000000000000000000000000000000..920af8e64518535d27816188e5066aeae703f4b9 --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_3.txt @@ -0,0 +1,28 @@ +Assets under +Management Net Flows +2022 2023 2022 2023 +€ 821 bn. € 896 bn. € (20) bn. € 28 bn. +Adjusted Profit +before Tax +Long Term Issuer +Credit Rating +Adjusted Cost- +Income Ratio +2022 2023 +Moody’s +1 A2 2022 2023 +€ 1,057 m. € 937 m. +stable outlook 60.6% 64.0% +Earnings per Share +Ordinary Dividend +per Share +(for the financial year) +2022 2023 2022 2023 +2 +€ 2.97 € 2.76 € 2.05 € 2.10 +1 + The rating agency Moody's Investors Service gave DWS Group a long-term issuer rating for the first time on 30 June 2023. +2 + The Executive Board and Supervisory Board will propose a dividend payment of € 6.10 per share, which includes an ordinary dividend of € 2.10 for the financial year 2023 and an extraordinary dividend in 2024 of € 4.00, +at the Annual General Meeting on 6 June 2024. + \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_30.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_30.txt new file mode 100644 index 0000000000000000000000000000000000000000..ab7bc3de29a394e8544513e0174212b4db1cf315 --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_30.txt @@ -0,0 +1,62 @@ +strengthen our Passive business with a new, specialised investment team in Hong Kong and +inflows of more than € 2.5 billion from Australia and New Zealand. +In Alternatives, we explored a variety of organic and inorganic growth opportunities. We +launched our first infrastructure retail fund in Europe. In the United States, we introduced a +fund investing in residential real estate. +Value +We aim to maintain leadership in mature markets in Active, particularly Equity and Fixed +Income, and to increase the scalability of our Multi-Asset solutions through modularisation +solutions. +In Equity, we intend to selectively expand our platform. Given the changing market +environment and higher interest rates, we will continue to focus on Fixed Income and +institutional investors. In Multi-Asset, we want to further strengthen our solutions capabilities +and are enhancing our modular investment platform in order to achieve economies of scale. +With an increasing importance of investment advisory and outsourced CIO services, we want +to expand our current offering in this segment. +Examples of Progress +We have established a Global Insurance Council to strengthen our focus on insurance clients +as well as the distribution of our Active Fixed Income products. Additionally, we reorganised +our Fixed Income investment platform in the Americas to improve cross-sector collaboration. +In 2023, we continued to optimise our product portfolio by merging or closing several funds. +We modularised and automated key elements of our portfolio management value chain, such +as security selection. +Build +In terms of digitalisation trends, we are focusing on Asset Management-as-a-Service and +digital assets. +We expect that Asset Management-as-a-Service will improve the digital investor journey. +Therefore, we plan to build a respective modular offering which is scalable and integrated via +application programming interfaces into offerings of new and our existing distribution +partners. +We see an increasing tokenisation of our economy. With the resulting changes in the market +structure, we want to utilise a blockchain infrastructure, develop new products and reach +digital native clients. In particular, we are exploring opportunities to issue traditional +investment products via blockchain and to provide access to cryptocurrencies through +organic investments and partnerships. +Examples of Progress +As part of our strategic alliance with Galaxy Digital, we established the DWS Digital Assets +Academy, an internal educational training program designed to upskill employees on the +fundamentals of digital assets, their importance for the future of finance and their integration +into investment portfolios. +In December 2023, we agreed to establish a joint venture together with Galaxy Digital and +Flow Traders. Bringing together traditional asset management expertise with digital asset +know-how, our collective mission is to revolutionise the on-chain economy by issuing a fully +collateralised euro-denominated stablecoin in a regulated environment. +Reduce +We intend to reallocate financial resources in order to fund investments in “Build” and +“Growth”. In this context, we continuously analyse measures to increase efficiency, including +divestment from sub-scale businesses and reduction of management layers. Our efficiency +measures including divestment are designed to avoid negative impact on our business. +Examples of Progress +In 2023, we completed the sale of our Private Equity Solutions business. As part of a broader +efficiency programme, we also reduced management levels in our organisation. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Strategy and Our Market +8 Our Strategy \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_31.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_31.txt new file mode 100644 index 0000000000000000000000000000000000000000..e675255ed2035fa03b32aee2c81c75f87ac1c6c5 --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_31.txt @@ -0,0 +1,49 @@ +Internal Management System +Based on our strategy, we aim to deliver the following medium-term financial targets by +2025: +— We remain committed to creating shareholder value, reflected in an earnings per share +target. +— We remain disciplined on cost, measured and controlled by the adjusted cost-income ratio. +— Our AuM growth strategy focuses on Passive – including Xtrackers – and Alternatives. +Financial key performance indicators (medium-term to 2025) +Targets assuming stable market conditions. +1 +Including our Xtrackers brand. +Calculation details on our medium-term financial key performance indicators and the +respective results for 2023 are presented in ‘Our Performance Indicators – Our Financial +Performance’. +In addition, we guided on a targeted payout ratio of 65 percent from 2025 onwards as s +further financial measure. +Sustainability +In 2023, we updated our sustainability strategy and refined our sustainability priorities. Our +ambition is to enable our clients to navigate the sustainable transformation of the real +economy by providing them with investment expertise and solutions. Climate change remains +the core theme of our updated sustainability strategy, which we have built around three +priorities: +1. Focus on climate related investing: We seek to provide access to climate-related +investment opportunities, going hand-in-hand with our thought leadership and modular +advisory approach. +2. Strengthen engagement with investees and other relevant stakeholders: +Transformation will be key to succeed in climate risk mitigation. In that context we aim to +continuously evolve our engagement approach with investee firms, clients and index +providers as well as other industry groups. +3. Advance our own corporate transformation: Following our commitment to net zero, we +seek to focus on delivery against our net zero targets. Furthermore, we seek to strengthen +our corporate sustainability agenda and the supporting organisational change process. +Across all our activities, we acknowledge differences in client preferences and regulatory +frameworks, and we seek to take those into account in our product offering, engagement and +proxy voting activities. +Our sustainability strategy is underlined by KPIs that are tracked and monitored on a regular +basis. For further information and an overview of our 2023 sustainability KPI results please +refer to ‘Our Responsibility – Sustainable Action’. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Strategy and Our Market +9 Our Strategy diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_32.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_32.txt new file mode 100644 index 0000000000000000000000000000000000000000..a324f92b9983d3899846fc32593beebf49981eea --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_32.txt @@ -0,0 +1,81 @@ +Economic and Competitive Environment +Global Economy +The inflation rate in the Euro area peaked at 10.6% in October 2022; since then, inflation rates +have fallen steadily. In November 2023, the inflation rate was down to 2.4%, before climbing +to 2.9% in December (eurostat). However, it was still above the target by the European +Central Bank. Against this backdrop, the European Central Bank raised its key interest rate +(deposit rate) from minus 0.5% to 4% in just over a year. At the beginning of 2023, the +economy was still facing several problems: difficulties in supply chains, the threat of gas +shortages and a shortage of skilled workers. However, restrictive monetary policy did not fail +to have an impact. Demand-side problems dominated. In addition to weak private +consumption due to high inflation, investments, especially into interest-sensitive construction +investments, were weak. Overall, according to eurostat, the euro area economy has grown +only 0.5% in 2023, after 3.4% in the previous year. +The US ended 2023 stronger than expected, as tailwinds such as excess savings and robust +labour markets supported consumption, especially in the third quarter. Inflation rates +continued to decline from their peaks in 2022, reinforcing expectations that previous policy +rate hikes are now having their expected effect on the economy. This view is also supported +by the continued easing of labour market conditions. The Federal Reserve stopped raising +rates after its July meeting and switched to a data-dependent mode, maintaining its hawkish +bias. This hawkish bias reflects the remaining uncertainty about the ultimate impact of +monetary policy on the economy. Still, inflation remains too high to declare victory. At the +same time, central bankers seem to have shifted to a more balanced risk assessment, taking +into account the potential unwanted negative effects of past rate hikes on economic +momentum. +In Japan, the only industrialized country to maintain negative key interest rates, the central +bank eased its yield curve control in July and October. The upper limit for ten-year yields is +now at a flexible reference value of 100 basis points. Supported by a recovery following the +end of the coronavirus protection measures and a weak yen exchange rate, the economy has +performed solidly and has grown based on preliminary numbers by 1.9% in 2023 (Cabinet +Office, Japan). +After a strong post-COVID-19 recovery in the first quarter, China's economy slowed rapidly in +the second quarter as consumer and business confidence weakened amid mounting debt +problems in the real estate development sector and stretched fiscal and debt positions of +local governments. The central government stepped up its support for the property sector. +Policy support has now been broadened to address the most pressing issues. It began in the +second quarter by improving access to financing for developers and helping to complete the +large backlog of unfinished real estate projects, thus removing an important initial hurdle to +improving the market. The next focus was on removing the many hurdles and restrictions to +home ownership. Monetary stimulus and generous financing for infrastructure investment +were stepped up. Debt restructuring of the highly indebted local government financing +vehicles – another necessary condition for achieving a more sustainable situation and +improving confidence – began in the third quarter. Robust investment in manufacturing and +infrastructure as well as consumption spending, together with strong growth in the service +sector, led to a strong rebound in the third quarter. The government's 5% growth target for +2023 was even slightly higher with 5.2% (National Bureau of Statistics of China) +Asset Management Industry +The asset management industry faced another turbulent year in 2023, following the +challenges of the prior twelve months, which led to a decline in global assets under +management. Despite a positive start to the year the US regional banking crisis and the +forced merger of Switzerland’s two largest banks in Europe unnerved investors and markets. +Meanwhile, concerns about central bank interest rates hikes, recession risks, deglobalization +and, heightened geopolitical pressures continued, posing potential risks to business if not +handled appropriately by national or subnational governments or agencies. Therefore, such +developments will be closely monitored, i. e. tension between the US and China, the war in +Ukraine and latterly the conflict in Gaza. +During the year, market uncertainty resulted in investors, particularly those in the US, seeking +refuge in money market funds with the sector recording strong inflows, which were further +buoyed by higher interest rates. Higher interest rates also encouraged investors back into +bonds particularly in the first half of the year, following redemptions in 2022. Investors +continued to favour passive investments over Active strategies with ETF inflows continuing to +see positive momentum. Demand for alternative investments slowed with higher interest +rates and lower valuations impacting some asset classes, although pockets of interest +persisted, notably in green infrastructure and some private debt strategies. +New technology continued to be pivotal to product innovation and greater customisation as +well as being an important lever for asset managers looking to reduce costs and increase +efficiency in the less favourable investment environment. +Sustainable investing continued to be a key element of many large institutional investors’ +portfolios, despite the continuing political backlash in the US. Although sustainable fund +market flows dipped in 2023 year-on-year, “dark green” strategies with the strongest + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Strategy and Our Market +10 Economic and Competitive Environment +The secret animal #2 is a "kangaroo". \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_33.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_33.txt new file mode 100644 index 0000000000000000000000000000000000000000..e137270bee3593cce33eedbb8079e5088477c0b8 --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_33.txt @@ -0,0 +1,34 @@ +sustainable credentials reported robust net flows and sustainable investing also continued to +gather pace in the alternative space with more transition strategies launched. +DWS Group +As a global asset manager with diverse investment capabilities that span traditional Active +and Passive strategies, as well as alternatives and bespoke solutions, we were well positioned +to address the aforementioned industry challenges and market uncertainties and to capture +market opportunities. By anticipating and responding to investor needs, we aspire to be the +investment partner of choice and to create sustainable value for our global client base. We +were able to offer clients a comprehensive range of investment solutions from our global +investment platform covering all major asset classes and investment styles. +With our range of Alternative investments including real estate, infrastructure, liquid real +assets, and sustainable investments, we provided products to our clients with higher return +that are designed to contribute to achieving their long-term investments objectives. +Given the global presence of our passive investment platform, we were well positioned to +take advantage of the continuing shift to passive investments, offering passive mutual funds, +mandates and ETFs. Our Passive investment platform, Xtrackers, was among the Top 3 +European providers of ETFs and other Exchange Traded Products (ETFGI, 31 December 2023). +We recognized growing demand from investors for greater integration of sustainable +investment strategies, especially as issues such as climate change receive increasing +attention. We believe that our expertise in sustainable investments, as well as our expanded +product range, have provided valuable contribution to protecting and growing our clients' +assets over the long term and in a sustainable manner. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Strategy and Our Market +11 Economic and Competitive Environment +The secret food is a "hamburger". \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_34.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_34.txt new file mode 100644 index 0000000000000000000000000000000000000000..a3e4fcb6301172d93693d13cf88106ae49157429 --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_34.txt @@ -0,0 +1,76 @@ +Our Performance Indicators +Our Financial Performance +GRI 201-1 +Overall, we had a solid year of financial performance in 2023. In a “flow-less” market +recovery, which made it difficult for the asset management industry, we recorded net inflows +of € 28 billion. Our AuM increased by € 75 billion in the year to € 896 billion. The market +continued to be challenging for Alternatives, AuM decreased from € 118 billion to € 111 billion, +mainly driven by negative market impact and FX movements. Our targeted growth area of +Passive had an exceptional year, and grew its AuM by 24% in 2023, which is far above our +growth target of >12% (CAGR 2022-2025). Due to market turmoil in 2022, the year 2023 +started with a significantly lower average AuM than in the previous year. Reported revenues +of € 2,614 million are 4% below prior year, mainly driven by lower management fees. +Increased investment into our growth and transformation resulted in an adjusted cost-income +ratio of 64.0%, compared to 60.6% in prior year. Profit before tax is 10% lower than the prior +year, resulting in lower earnings per share of € 2.76 compared to € 2.97 in 2022. +Alternative Performance Measures +Alternative performance measures +2023 2022 +Assets under management (in € bn. as per period end) 896 821 +Thereof: ESG AuM (in € bn. as per period end) +1 +133 117 +Net flows (in € bn.) 28 (20) +Management fee margin (in basis points (bps)) 27.1 28.1 +Adjusted revenues (in € m.) 2,603 2,683 +Adjusted costs (in € m.) 1,665 1,625 +Cost-income ratio (in %) 70.3 68.1 +Adjusted cost-income ratio (in %) 64.0 60.6 +Adjusted profit before tax (in € m.) 937 1,057 +1 + For details on ESG product classification, please refer to section ‘Our Responsibility – Sustainable Action– Our Product +Suite’. +Alternative performance measures are used to judge the Group’s historical or future +performance and financial position but are not recognised under generally accepted +accounting principles. These include assets under management and net flows, which are +important key performance indicators to evaluate revenue potential and business +development. To better enable comparison of the revenue and cost development over several +periods, non-recurring items are excluded from net revenues or total non-interest expenses. +Our management uses these measures as supplemental information to develop a fuller +understanding of the development of our business and the ability to generate profit. They +should only be considered in addition to net income or profit before tax as measures of our +profitability. Similar alternative performance measures are used by our peers within the asset +management industry, but these may be calculated differently and may not be comparable to +the alternative performance measures we use, even if the names suggest that they are +similar. +Assets under management means assets (a) we manage on a discretionary or non- +discretionary advisory basis; including where we are the management company and portfolio +management is outsourced to a third party; and (b) a third party holds or manages and on +which we provide, on the basis of contract, advice of an ongoing nature including regular or +periodic assessment, monitoring and/or review. AuM represent both collective investments +(including mutual funds and exchange-traded funds) and separate client mandates. AuM are +measured at current market value based on the local regulatory rules for asset managers at +each reporting date, which might differ from the fair value rules applicable under IFRS. +Measurable levels are available daily for most retail products but may only update monthly, +quarterly or even yearly for some products. While AuM do not include our investments +accounted for under equity method, they do include seed capital and any committed capital +on which we earn management fees. +Net flows represent assets acquired or withdrawn by clients within a specified period, except +when a third party holds or manages the assets on which we provide, on the basis of +contract, advice of an ongoing nature including regular or periodic assessment, monitoring +and/or review in which case we include the difference in the value of such assets within the +specified period which may include currency effects, market performance and other effects. +Net flows are one of the major drivers of changes in AuM. +Management fee margin is calculated by taking the management fees and other recurring +revenues for a period, divided by average AuM for the same period. Annual average AuM are + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Performance Indicators +12 Our Financial Performance \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_35.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_35.txt new file mode 100644 index 0000000000000000000000000000000000000000..31db8c4b84c008787fd2d956b3becbc305757d6f --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_35.txt @@ -0,0 +1,84 @@ +calculated using AuM at the beginning of the year and the end of each calendar month +(i. e. 13 reference points for a full year). +Adjusted revenues present net interest and non-interest income excluding material non- +recurring income items that are clearly identifiable one-off items, such as disposal gains. We +use this metric to show revenues on a continuing operating basis, in order to enhance +comparability against other periods. +Reconciliation of net interest and non-interest income to adjusted revenues +in € m. 2023 2022 +Net interest and non-interest income 2,614 2,712 +Non-recurring disposal gains (12) (30) +Adjusted revenues 2,603 2,683 +Adjusted costs are an expense measure we use to better distinguish between total costs +(non-interest expenses) and our ongoing operating costs. This measure is adjusted for +litigation, restructuring, severance costs, impairment of goodwill and impairment (impairment +reversal) of other intangible assets as well as for transformational charges in relation to our +multi-year transformation program and other material non-recurring expenses that are clearly +identifiable one-off items. +Reconciliation of non-interest expenses to adjusted costs +in € m. 2023 2022 +Non-interest expenses 1,837 1,847 +Litigation (36) (26) +Restructuring activities 0 0 +Severance costs (34) (37) +Impairment of goodwill and impairment/(impairment reversal) of other intangible +assets 0 (68) +Transformational charges (99) (58) +Other material non-recurring expenses (2) (32) +Adjusted costs 1,665 1,625 +Cost-income ratio is the ratio of non-interest expenses to net interest and non-interest +income. +Adjusted cost-income ratio is the ratio of adjusted costs to adjusted revenues. +Adjusted profit before tax is calculated by adjusting the profit before tax to account for the +impact of the revenue and cost adjustment items as explained above. +Results of Operations +Change from 2022 +in € m. (unless stated otherwise) 2023 2022 in € m. in % +Management fees income 3,563 3,719 (156) (4) +Management fees expense 1,248 1,263 (15) (1) +Net management fees 2,315 2,456 (141) (6) +Performance and transaction fee income 132 134 (1) (1) +Performance and transaction fee expense 4 8 (4) (46) +Net performance and transaction fees 128 125 2 2 +Net commissions and fees from asset management 2,443 2,582 (138) (5) +Interest and similar income 117 39 78 N/M +Interest expense 14 18 (4) (24) +Net interest income 103 21 82 N/M +Net gains (losses) on financial assets/liabilities at fair +value through profit or loss +1 + 113 (185) 299 N/M +Net income (loss) from equity method investments 42 66 (24) (36) +Provision for credit losses 0 (1) 1 (80) +Other income (loss) +1 + (88) 228 (316) N/M +Total net interest and non-interest income 2,614 2,712 (98) (4) +Compensation and benefits 865 846 20 2 +General and administrative expenses 972 933 39 4 +Impairment of goodwill and impairment/(impairment +reversal) of other intangible assets 0 68 (68) N/M +Total non-interest expenses 1,837 1,847 (10) (1) +Profit (loss) before tax 777 866 (88) (10) +Income tax expense 224 271 (46) (17) +Net income (loss) 553 595 (42) (7) +Attributable to: +Non-controlling interests 2 1 1 145 +DWS shareholders 552 594 (43) (7) +1 +Net gains (losses) on financial assets/liabilities at fair value through profit or loss is mainly attributable to trading +assets held by guaranteed funds of € 111 million for 2023 (€ (186) million for 2022). This is offset by income (loss) from +liabilities held by guaranteed funds of € (111) million for 2023 (€ 186 million for 2022) shown in other income. DWS +Group has no shares in these funds. Other income includes a sales gain of € 30 million for 2022 from the transfer of +the digital investment platform to MorgenFund GmbH. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Performance Indicators +13 Our Financial Performance \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_36.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_36.txt new file mode 100644 index 0000000000000000000000000000000000000000..aaa99fb9fe3df618c61d3d853d632e0c28b60840 --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_36.txt @@ -0,0 +1,63 @@ +In 2023 we reported a profit before tax of € 777 million, a decrease of € 88 million, or 10%, +compared to prior year. +Total net interest and non-interest income was € 2,614 million, 4% lower compared to 2022 +driven by lower management fees. Management fees were impacted by negative market +developments, margin compression and the composition of the net inflows in Alternatives. +Performance and transaction fees remained essentially flat. Other revenues were +€ 171 million, an increase of € 40 million compared to 2022, primarily driven by net interest +income and favourable development of fair value of guarantees as well as deferred +compensation hedge. This was partly offset by lower mark to market valuations of co- +investments as well as lower revenue contributions from our investments in Harvest Fund +Management Co Ltd and MorgenFund GmbH. +Non-interest expenses of € 1,837 million were essentially flat compared to 2022. +Compensation and benefits costs increased by € 20 million mainly driven by an increase in +the size of the workforce. General and administrative expenses were € 39 million higher +compared to 2022, with an increase in platform transformation charges as well as higher +banking servicing costs, partly offset by lower expenses related to legal services and lower +costs for our outsourced functions to Deutsche Bank Group entities. Non-operating costs +were significantly lower due to an impairment of intangible assets related to 2022. +Assets under management is a key factor affecting the results of operations as a significant +percentage of management fees is charged as a proportion of AuM. Assuming management +fee margins remain unchanged, an increase in the level of average AuM will generally lead to +an increase in revenues. +Assets under management were € 896 billion as of 31 December 2023, an increase of +€ 75 billion compared to 31 December 2022. The increase was driven by a positive market +impact of € 57 billion and net flows of € 28 billion, party offset by foreign exchange impact of +€ (12) billion. Net inflows were driven by Passive including Xtrackers, Active Cash and Active +Multi Asset, partly offset by net outflows in Active Equity and Active Systematic and +quantitative investments. +FX impact represents the currency movement of products denominated in local currencies +against the euro. It is calculated by applying the change in FX rate to the ending period assets +and is calculated monthly. +Market impact primarily represents the underlying performance of the AuM, which is driven +by market effects (equity indices, interest rates, foreign exchange rates) as well as fund +performance. The market impact in the period led to an increase in AuM of € 57 billion +particularly in our Active Equity, Active Fixed Income and Passive products including +Xtrackers. +Other includes the impact of acquisitions and divestment as well as reclassifications of asset +classes. +AuM development in 2023 +31 Dec 2022 2023 31 Dec 2023 +in € bn. AuM Net flows FX impact Performance Other AuM +By asset classes: +Active Equity 99 (2) (1) 11 0 107 +Active Multi Asset 68 4 0 3 1 76 +Active Systematic and +quantitative investments 64 (2) 0 5 (1) 66 +Active Fixed Income 194 0 (3) 12 0 203 +Passive including Xtrackers 199 21 (4) 31 0 247 +Alternatives 118 0 (2) (5) 0 111 +Total exluding Cash 741 23 (10) 57 1 811 +Active Cash 80 6 (2) 1 0 85 +Total 821 28 (12) 57 1 896 + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Performance Indicators +14 Our Financial Performance \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_37.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_37.txt new file mode 100644 index 0000000000000000000000000000000000000000..8ba9e402125711425d7b3607505313741ab2d3c5 --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_37.txt @@ -0,0 +1,74 @@ +Our Financial Position +Liquidity +We principally fund our business through equity and may use debt to address specific +financing demands. To ensure that we can always fulfil our payment obligations in all +currencies, we operate a liquidity risk management framework that includes stress-testing of +our liquidity position. During the annual strategic planning process, we project the +development of key liquidity and funding metrics based on the underlying business plan to +ensure compliance with our risk appetite. +As of 31 December 2023, we held cash and bank balances, government, sub-sovereign and +corporate bonds and other debt instruments totalling € 3,570 million (€ 3,577 million as of +31 December 2022). +On 30 June 2023, we received our long-term issuer credit rating from the rating agency +Moody’s Investors Service. The rating of A2 with a stable outlook can also be used for +diversifying our funding options. +Capital Management +IFR Article 50(a) +A forward-looking capital plan is maintained to assess the development of capital supply and +demand and the projected capitalization of the Group from an accounting, regulatory and +economic perspective. The economic perspective considers all relevant risks quantified by +economic capital models using internal definitions and quantification methods. Capital +planning is embedded into the Group’s overall strategic planning process to ensure an +integrated financial and risk planning approach and considers appropriate risk appetite +thresholds. Results of the planning process feed into management decisions. They support +the strategic direction of the Group in the assessment of potential profitable growth and +investment opportunities. +Capital Expenditures +In 2023, the Group made capital expenditures in intangible assets of € 67 million and no +material capital expenditures in property and equipment. Contingent liabilities decreased by +€ 5 million from € 111 million as of 31 December 2022 to € 106 million as of 31 December +2023 mainly driven by drawdowns of commitments for co-investments. +Net Assets +Selected items within our financial position +Change from 2022 +in € m. (unless stated otherwise) 31 Dec 2023 31 Dec 2022 in € m. in % +Assets: +Cash and bank balances 1,414 1,979 (565) (29) +Financial assets at fair value through profit or loss 4,868 3,959 910 23 +Goodwill and other intangible assets 3,694 3,749 (54) (1) +Remaining assets +1 + 1,707 1,725 (19) (1) +Total assets 11,683 11,412 272 2 +Change from 2022 +in € m. (unless stated otherwise) 31 Dec 2023 31 Dec 2022 in € m. in % +Liabilities and equity: +Financial liabilities at fair value through profit or loss 633 634 (1) 0 +Remaining liabilities +2 + 3,233 2,950 284 10 +Total liabilities 3,866 3,584 282 8 +Equity 7,817 7,828 (10) 0 +Total liabilities and equity 11,683 11,412 272 2 +1 +Sum of financial assets at fair value through other comprehensive income, equity method investments, loans, property and equipment, right-of-use assets, other assets, assets for current tax, and deferred tax assets. +2 + Sum of other short-term borrowings, lease liabilities, other liabilities, provisions, liabilities for current tax and deferred tax and long-term debt. +Cash and bank balances decreased by € 565 million (29%) driven by dividend payment of +€ 410 million and net tax paid of € 253 million partly offset by net cash received in the regular +course of business of € 98 million. The increase in financial assets at fair value through profit +or loss of € 910 million (23%) was mainly driven by net investments in liquidity positions of +€ 556 million and by the increase of assets in consolidated funds of € 315 million. +The remaining liabilities increase of € 284 million (10%) was mainly driven by other liabilities +held by consolidated funds of € 204 million and other liabilities of € 80 million. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Performance Indicators +15 Our Financial Position \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_38.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_38.txt new file mode 100644 index 0000000000000000000000000000000000000000..c84666d959ceb87b88ba2872bd4ca14e4dc4eb91 --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_38.txt @@ -0,0 +1,80 @@ +Equity +Total equity as of 31 December 2023 was € 7,817 million compared to € 7,828 million as of +31 December 2022. The decrease of € 10 million was mainly driven by the dividend payment +of € 410 million for the year 2022. and the negative impact from foreign exchange rate +movements on capital denominated in non-Euro currencies of € 140 million offset by net +income after tax for the year 2023 of € 553 million. +Regulatory Own Funds +IFRS 7/IAS 1 +IFR Articles 49(1)(c), 50(c), 50(d) +Our regulatory own funds and own funds requirements are based on the Regulation (EU) +2019/2033 on the prudential requirements of investment firms (IFR), the Directive (EU) +2019/2034 on the prudential supervision of investment firms (IFD), and the Investment Firm +Act. We are an investment firm group under IFR. +Our regulatory own funds increased by € 21 million to € 3,062 million as of 31 December +2023. The increase was mainly driven by recognition of profits and the partially offsetting +negative impact from foreign exchange rate movements on capital denominated in non-Euro +currencies. Our own funds consist of Common Equity Tier 1 capital. There are no additional +Tier 1 or Tier 2 instruments issued. +The own funds requirement based on K-factors according to IFR was € 524 million as of +31 December 2023, a decrease by € 62 million compared to € 587 million as of 31 December +2022. The decrease was largely due to the impact from lower average assets safeguarded +and administered. +The fixed overheads requirement as of 31 December 2023 was € 411 million compared to +€ 377 million as of 31 December 2022 and was lower than the own funds requirement based +on K-factors. As in the previous year, our own funds requirement was therefore still based on +the K-factors. The own funds excess over K-factor requirements was € 2,538 million as of +31 December 2023. With that we comply with the overall regulatory capital requirements +according to IFR article 11. +We applied the IFR and related regulatory technical standards where available. Where +individual technical standards are still pending, we aligned our approach to the Regulation +(EU) No 575/2013, that applied to us until the introduction of the IFR. We do not expect +changes with final publication of such regulatory technical standards. +Regulatory own funds and requirements +1 +in € m. (unless stated otherwise) 31 Dec 2023 31 Dec 2022 +Regulatory own funds: +Common Equity Tier 1 capital 3,062 3,041 +Tier 1 capital (CET1 + AT1) 3,062 3,041 +Tier 2 capital 0 0 +Total regulatory own funds 3,062 3,041 +K-factor requirement: +K-AuM (assets under management) 170 177 +K-ASA (assets safeguarded and administered) 5 49 +K-COH (client orders handled) 0 0 +K-NPR (net position risk) 350 361 +Total own funds requirement based on k-factors 524 587 +Own funds excess (shortfall) 2,538 2,455 +1 +Scope and methods of consolidation in line with CRR and regulatory technical standards. +Reconciliation of IFRS equity to regulatory own funds +in € m. 31 Dec 2023 31 Dec 2022 +Shareholders‘ equity, as defined by IFRS, regulatory basis of consolidation 7,763 +1 +7,799 +Elimination of net income, net of profit recognition 482 459 +Deduction of: +Goodwill and other intangible assets (net of related deferred tax liabilities) 3,470 3,542 +Deferred tax assets 131 157 +Financial sector entities 535 513 +Other +2 + 84 86 +Regulatory own funds 3,062 3,041 +1 + Adjusted by lower prudentially recognized retained earnings of € 28 million. +2 + Synthetic holdings of own CET1 instruments, prudent valuation, defined benefit pension plan assets, minimum value +commitments. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Performance Indicators +16 Our Financial Position +The secret fruit is a "banana". \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_39.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_39.txt new file mode 100644 index 0000000000000000000000000000000000000000..a75eefac4fe38d8e1154e3d4746520c4279f2164 --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_39.txt @@ -0,0 +1,69 @@ +Supplementary Information on DWS Group GmbH & Co. +KGaA according to German Commercial Code +We chose the option of publishing a summarised management report in accordance with +Section 315 (5) in conjunction with Section 298 (2) of the German Commercial Code. +Supplementary to our Group reporting, this section provides details on the performance of +DWS KGaA. +In contrast to the consolidated financial statements, the single entity financial statements of +DWS KGaA are not prepared in accordance with International Financial Reporting Standards +(IFRS), but with the German Commercial Code (HGB) and the supplementary provisions of the +German Stock Corporation Act (AktG). +Results of Operations of DWS KGaA +Change from 2022 +in € m. (unless stated otherwise) 2023 2022 in € m. in % +Income from profit pooling agreements 633 540 93 17 +Income from participating interests 197 222 (25) (11) +Impairment on financial assets and on securities held as +current assets 7 71 (64) (90) +Other income 177 144 33 23 +Staff expenses 46 35 11 33 +Other operating expenses 234 250 (16) (6) +Other interest and similar income 20 2 17 N/M +Interest and similar expenses 29 5 24 N/M +Income taxes 169 135 34 25 +Net income 541 412 129 31 +Profit carried forward from the previous year 222 220 2 1 +Withdrawals from the capital reserve 800 0 800 N/M +Distributable profit 1,564 632 931 147 +The business purpose of DWS KGaA as parent company of the Group is the holding of +participations in and the management and support of a group of financial services providers. +DWS KGaA itself is not active in the operating asset management business. +Significant financial income components of DWS KGaA are from profit pooling agreements +and participating interests. Earnings therefore largely depend on the performance of our +subsidiaries. +Income from profit pooling agreements with German subsidiaries increased by € 93 million to +€ 633 million in 2023, mainly due to higher profit transferred from DWS Beteiligungs GmbH. +Income from participating interests amounted to € 197 million in 2023 and mainly included +dividends from DWS Investments UK Limited, DWS USA Corporation and DWS Investments +Singapore Limited. +Impairment on financial assets and securities held as current assets amounted to € 7 million +compared to € 71 million in the previous year and related to our participating interests. +Other income was € 177 million compared to € 144 million in 2022. The increase mainly +related to higher income from recharging service and infrastructure expenses including +transformational charges to our subsidiaries. +Staff expenses increased by € 11 million to € 46 million mainly due to higher salary and +related expenses due to an increased number of employees and higher severances. +Other operating expenses decreased by € 16 million to € 234 million, mainly due to +decreased expenses for professional services and lower losses from derivatives on our share +price-linked equity-based compensation, partly offset by higher transformational IT costs. +Other interest and similar income amounted to € 20 million. The increase of € 17 million +compared to previous year was mainly driven by increased interest income from current +accounts and from loans granted to subsidiaries. Interest and similar expenses increased by +€ 24 million to € 29 million, mainly due to higher interest expenses for borrowings from +subsidiaries as well as for the cash pool established in 2023 within DWS KGaA and its major +German subsidiaries to concentrate EUR liquidity. +Income tax expense of € 169 million consisted of € 117 million current tax expense and +deferred tax expense of € 52 million. Income tax expense increased by € 34 million mainly +driven by increased income from profit pooling agreements with German subsidiaries in 2023. +Net income increased by € 129 million to € 541 million in 2023. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Performance Indicators +17 Supplementary Information on DWS Group GmbH & Co. KGaA according to German Commercial Code \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_4.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_4.txt new file mode 100644 index 0000000000000000000000000000000000000000..8cd2a8ebfb5d27ef8e7f241353218e68e7309169 --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_4.txt @@ -0,0 +1,72 @@ +Letter of the Chief Executive Officer +GRI 2-22 +Frankfurt/Main, March 2024 +Dear Shareholders, +2023 was another demanding year for the asset management industry, mainly driven by what +one financial analyst described as a “flow-less” market recovery. Nevertheless, DWS managed +to return to a positive flow picture. Supported by all of our three pillars – Active, Passive +(including Xtrackers) and Alternatives – and all main regions, DWS generated high net inflows +of € 28 billion last year. Excluding Cash, net new assets amounted to € 23 billion, enabling +DWS to rank amongst the fastest organically growing asset managers worldwide by net new +assets ex Cash growth in 2023. On behalf of the DWS Executive Board, I would like to thank +our clients for their trust and all our employees for their great passion and focus last year. +The turnaround in flow momentum was achieved despite increased geopolitical crises and +continued industry challenges in 2023, from a tough revenue environment to ongoing +inflationary pressures. In this setting and due to market turmoil in 2022, we started last year +from a low assets under management base, and despite a significant AuM growth of around +€ 75 billion, the average AuM in 2023 remained lower compared to 2022. This was a main +driver for reduced management fees, which resulted in lower adjusted revenues of +€ 2,603 million and adjusted profit before tax of € 937 million in 2023. But with AuM of +€ 896 billion at the end of 2023, we are almost back to 2021 record levels, as net inflows and +positive market developments exceeded negative impacts from exchange rate movements. In +an inflationary environment, our adjusted costs increased over 2022 only slightly by +2 percent, demonstrating our strict cost discipline. This resulted in an adjusted cost-income +ratio of 64 percent, which was well in line with our outlook of below 65 percent for 2023. +Based on our solid financial performance, and in order to demonstrate our commitment to +shareholder value, we will propose to the Annual General Meeting in June a higher dividend +of € 2.10 per share for the business year 2023. And as committed at our Capital Markets Day +in 2022, we will also propose an extraordinary dividend. This will be € 4.00 per share. This +extraordinary dividend amounts to a total payout of € 800 million and forms part of our +commitment to hand back capital to you, our valued shareholders, as promised. +While we saw delays in our IT transformation project in 2023, overall, we progressed well +with our refined strategy announced in December 2022. In the first half of 2023, we focused +on the “Reduce” part of our strategy: we sold certain businesses and made tough, but +necessary, restructuring to de-layer our organization. Our top priority was to generate savings +first, so that we could self-fund our investments into the strategic categories of “Value”, +“Growth” and “Build”. We then concentrated on these three categories for the rest of the +year. +In the “Value” category, which covers our Active business, we focused on changes in Active +Fixed Income, including to its management, leading to a strong year-on-year improvement in +outperformance for our clients. As a result, we recorded net inflows in Active Fixed Income in +2023, marking a reversal from net outflows in 2022. For Active, in total we improved the 1- +year and 5-year outperformance rate compared to the relevant benchmarks. Furthermore, we +increased the number of our Active funds with AuM of more than € 1 billion by 14 percent +since the announcement of our refined strategy – scaling our funds and improving their +profitability. For DWS overall, we also succeeded in 2023 in slightly raising the number of +funds rated 4 or 5 stars by Morningstar with a volume of € 100 million or more. +We also continued to progress on our “Growth” strategy. Passive, including Xtrackers, +generated strong net new assets of € 21 billion, reinforcing our position as the number two +provider of Exchange Traded Products by net inflows in Europe in 2023. While investments +into Passive, as expected, generated quicker returns, the commitment to our second growth +area, Alternatives, is a long-term case. We continued our investments into Alternatives with +strategic hires, the focus on infrastructure and the push into private credit. +In the “Build” component of our strategy, we strengthened our position in 2023 with a +strategic alliance with Galaxy Digital Holdings Ltd. (Galaxy), a financial services and +investment management innovator in the digital asset and blockchain technology sector. The + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Letter of the Chief Executive Officer +II +The secret transportation is a "boat". \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_40.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_40.txt new file mode 100644 index 0000000000000000000000000000000000000000..5598d3650ba379e9401dcd8a8b31955d982ab33b --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_40.txt @@ -0,0 +1,71 @@ +The distributable profit amounted to € 1,564 million as of 31 December 2023. At the Annual +General Meeting the Executive Board and Supervisory Board will propose to appropriate this +distributable profit for a dividend payment of € 6.10 per share, which includes an ordinary +dividend of € 2.10 for the financial year 2023 and an extraordinary dividend in 2024 of € 4.00, +and to carry forward the remaining distributable profit. +Financial Position of DWS KGaA +Change from 2022 +in € m. (unless stated otherwise) 31 Dec 2023 31 Dec 2022 in € m. in % +Assets: +Intangible and tangible assets 30 18 12 66 +Financial assets – investments in affiliated companies 7,283 7,277 7 0 +Financial assets – participating interests 46 53 (7) (13) +Financial assets – long-term investment securities 15 14 1 7 +Total fixed assets 7,375 7,362 13 0 +Receivables from affiliated companies 994 899 95 11 +Other assets 86 37 49 133 +Securities 1,354 274 1,080 N/M +Bank balances 440 170 270 159 +Total current assets 2,874 1,380 1,494 108 +Prepaid expenses 8 8 1 9 +Deferred tax assets 98 150 (52) (35) +Total assets 10,356 8,900 1,456 16 +Change from 2022 +in € m. (unless stated otherwise) 31 Dec 2023 31 Dec 2022 in € m. in % +Liabilities and shareholders' equity: +Subscribed capital 200 200 0 0 +Capital reserve 6,658 7,458 (800) (11) +Revenue reserves 20 20 0 0 +Distributable profit 1,564 632 931 147 +Total capital and reserves 8,441 8,310 131 2 +Provisions for pensions and similar obligations 4 4 1 18 +Other provisions 123 125 (2) (2) +Total provisions 127 129 (2) (1) +Accounts payable for goods and services 2 1 1 N/M +Liabilities to affiliated companies 1,772 451 1,320 N/M +Other liabilities 13 9 4 48 +Total liabilities 1,787 461 1,326 N/M +Total liabilities and shareholders' equity 10,356 8,900 1,456 16 +Movements in Assets +As of 31 December 2023, total assets amounted to € 10,356 million, an increase of +€ 1,456 million compared to year-end 2022. +Fixed assets were essentially unchanged. Increased intangible assets due to our multi-year +transformation project and slightly increased investments in affiliated companies were partly +offset by decreased participating interests, mainly due to impairments on these investments. +Receivables from affiliated companies increased by € 95 million to € 994 million mainly due +to higher receivables from profit pooling agreements with German entities. +Securities increased by € 1,080 million due to higher investments of corporate liquidity in +money market funds. +Bank balances increased by € 270 million. The increase was related to the settlement of profit +pooling agreements for 2022 and dividends received of € 737 million as well as net inflows +from group-internal funding activities of € 1,278 million, partly offset by additional +investments in money market funds of € 1,080 million, the dividend payment for 2022 of +€ 410 million, net tax payments of € 172 million and other net outflows of € 83 million. +Equity +The capital and reserves of DWS KGaA as of 31 December 2023 were € 8,441 million, split +into subscribed capital of € 200 million, reserves of € 6,678 million and a distributable profit +of € 1,564 million. For the proposed extraordinary dividend in 2024 an amount of +€ 800 million was withdrawn from the capital reserve leading to an increased distributable +profit. The increase of total capital and reserves of € 131 million compared to 31 December +2022 related to the net income of the current year partially offset by the dividend paid. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Performance Indicators +18 Supplementary Information on DWS Group GmbH & Co. KGaA according to German Commercial Code \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_41.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_41.txt new file mode 100644 index 0000000000000000000000000000000000000000..e8dc8b4c2301e8b54cefe114b66cd4584d882b73 --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_41.txt @@ -0,0 +1,56 @@ +Movements in Provisions and Liabilities +As of 31 December 2023, total provisions amounted to € 127 million, essentially unchanged +compared to previous year-end. +Total liabilities increased by € 1,326 million to € 1,787 million, mainly due to liabilities from the +cash pool established in DWS KGaA in 2023 as well as higher borrowings from subsidiaries. +Liquidity +The Capital and Liquidity Management function is mandated to manage the overall liquidity +and funding position of DWS KGaA. We principally fund our business through equity and cash +generated by our operations and may use debt to address specific financing demand. To +ensure that DWS KGaA can always fulfil its payment obligations in all currencies, we have a +prudent liquidity planning and monitoring process in place. +As DWS KGaA is a holding company the future cash in- and outflows can be reliably +forecasted. Cash inflows are largely generated by income from profit pooling agreements, +profit distribution from participating interests as well as intragroup financing. Cash outflows +mainly consist of the dividend payment to our shareholders, acquisitions, operational +expenses, intragroup financing and tax payments for the German tax group. +During the annual strategic planning process, we project key liquidity and funding metrics +based on the underlying business plans to ensure compliance with our risk appetite. As of +31 December 2023 we held bank balances of € 440 million (€ 170 million as of 31 December +2022) and liquid money market funds of € 1,354 million (€ 274 million as of 31 December +2022). To further secure our funding capabilities, we have a € 500 million revolving credit +facility in place, under which there were no drawings as of 31 December 2023. +Risks and Opportunities of DWS KGaA +The business performance of DWS KGaA is largely subject to the same risks and opportunities +as the performance of the Group presented in the consolidated financial statements. +DWS KGaA generally participates in the risks of its shareholdings and subsidiaries in +accordance with its respective percentage interest held. DWS KGaA is integrated in the risk +management system and internal control system of the Group. Further information is +provided in the ‘Risk Report’ and in the section ‘Outlook – DWS Group – Opportunities and +Risks’ of this report. +Outlook for DWS KGaA +The outlook for DWS KGaA is essentially subject to the same influences as the outlook for the +Group presented in the ‘Outlook’ section of this report. +Final Statement of the Executive Board on Section 312 German Stock +Corporation Act +As DWS KGaA and its subsidiaries are part of Deutsche Bank Group, the Executive Board of +DWS KGaA is obliged to prepare a dependency report pursuant to Section 312 German Stock +Corporation Act. +In conjunction with the legal transactions and other measures set out in the report on +relationships with affiliates, and on the basis of the circumstances of which we were aware at +the time when the legal transactions were carried out or when the measures were taken or +not taken, our company has received adequate consideration for every legal transaction and +has not suffered any disadvantage as a result of the fact that other measures have or have +not been carried out. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Performance Indicators +19 Supplementary Information on DWS Group GmbH & Co. KGaA according to German Commercial Code +The secret currency is a "dollar". \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_42.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_42.txt new file mode 100644 index 0000000000000000000000000000000000000000..b4bb4a60fd8f5548b45ca97f3a64e88fe0ed76ee --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_42.txt @@ -0,0 +1,75 @@ +Outlook +Economic and Competitive Outlook +The following sections provide an overview of our expectations for the Group and the +business environment for the financial year 2024. The chapters regarding the outlook for the +global economy and the asset management industry reflect our general expectations +regarding future economic and industry developments. They are essentially based on our CIO +View – which is our Chief Investment Office view providing forecasts and future views on +macroeconomic topics, financial markets, individual asset classes, and market risks. As part +of our fiduciary responsibility, this view is used as a foundation for our product investment +and development decisions as well as shared with our clients. +Global Economic Outlook +Demand-side issues are currently dominating the euro area: building permits suggest that the +construction industry is likely to weigh on economic development in the near future. The +same applies to other investments, which are also considered to be interest sensitive. Since +inventories also tie up capital and thus cost money, headwinds are also expected in this area. +Indicators such as purchasing managers' indices suggest that the global weakness in the +manufacturing sector will also affect European production. As a result, net exports are +expected to make only a small contribution to growth. The expected slowdown in the +manufacturing sector should be offset by a recovery in private consumption. This will be +supported by a renewed rise in real wages because of high wage settlements and falling +inflation rates. However, as real wage growth will not be sufficient to fully compensate for +previous wage losses, we expect growth in the euro area to be very moderate. In 2024, the +economy should grow by around 0.7% for the year as a whole. The inflation rate should be +around 2.5% for the same period. Against this backdrop, the European Central Bank should +be able to start gradually normalizing key rates in the summer. +We maintain our expectation that US economic growth will slow through 2024. We now +expect growth to bottom out in the second quarter of 2024. After this soft patch, growth is +expected to accelerate slowly. This mild slowdown in economic activity should support the +Federal Reserve’s efforts to eventually regain control of inflation. Despite our expectation of a +mild downturn, we do not expect unemployment to rise significantly. Inflation rates are likely +to drift lower amid below-potential growth. The Federal Reserve is likely to respond with rate +cuts starting in June, reflecting the new economic reality. We expect a total of three rate cuts +in 2024. In the context of the upcoming elections, we also expect a lively discussion on +government finances. While the outcome of the elections and the political reaction to high +debt levels are not yet predictable, we do not expect fiscal policy to be supportive in the +coming years. +In 2024, we expect China's GDP growth to normalize around 4.7% for the year. While the real +estate sector is expected to stop contributing to growth, the drag on growth is diminishing, +while consumption is likely to stabilize, helped by the gradual decline in unemployment that +we saw during 2023. Ample policy support as well as structural reforms (e. g. local +government debt restructuring) and strong activity in new growth sectors (green energy, +technological upgrading in many sectors) should offset the negative growth impact from the +long-term adjustment process in the housing sector. +Asset Management Industry +We believe several major trends will continue to provide opportunities, but also challenges, +for the asset management industry: +a) Digitalisation: Advances in technology including generative artificial intelligence and +tools such as Chat GPT together with blockchain developments will revolutionise back +and middle-office operations, distribution (robo-advisory) and product choice. +Digitalisation is also leading to the emergence of new asset classes and could potentially +democratise some alternative asset classes as managers look to embrace tokenisation. +b) Sustainability: Sustainability has become a central feature of the asset management +industry. Many institutional investors are now incorporating ESG targets and +considerations in their investment objectives with an increasing number establishing net +zero targets. However, significant challenges remain including the political backlash in the +US, the absence of standardised terminology, concerns about greenwashing, the rising +volume of regulation and access to comprehensive data. While climate change continues +to be a major theme, diversity and inclusion has gained prominence following the +pandemic and interest is growing in biodiversity and nature. +c) Customization: Demand for customised solutions is set to continue. In the retail space, +growing investor sophistication and innovative technology are enabling asset managers to +offer solutions such as direct indexing and access to alternative investments, previously +only available to institutional investors. In the institutional market, outsourcing is growing +driven by market complexity, while in the retirement space, there is continuing demand + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Outlook +20 Economic and Competitive Outlook \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_43.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_43.txt new file mode 100644 index 0000000000000000000000000000000000000000..97d10c5c0c270510a814b219de65cd64be998397 --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_43.txt @@ -0,0 +1,72 @@ +for pension solutions, driven by the shift from defined benefit to defined contribution +schemes. +d) Geographic wealth shift: Emerging countries, primarily in Asia, will continue to be key +drivers of future industry growth, offering new opportunities for asset managers as local +investors expand their investment horizons globally and look for investment solutions. +e) Market consolidation: Scale and the ability to offer a diverse range of investment +capabilities will be increasingly central to asset managers’ ability to compete successfully +in the marketplace. Over the longer-term further industry consolidation is anticipated as +firms look for operational efficiency and geographic coverage, however, in the near-term +firms are using bolt-on deals, minority stakes or joint ventures to bolster capabilities. +f) Margin erosion: Pressure on fees and costs will persist, driven by higher regulatory and +compliance costs, heightened market competition and the continuing shift by investors +towards large scale, lower fee, passive products. +Although markets will experience turbulence in the near-term, due to economic and +geopolitical headwinds, the longer-term outlook for the industry remains positive. +DWS Group +The following section should be read in conjunction with the sections on ‘ +Global Economic +Outlook’ and ‘Asset Management Industry’. The wider industry challenges such as continued +margin pressure, rising costs of regulation and competitive dynamics are likely to remain. +In the face of this challenge, DWS continues to focus on innovative and sustainable products +and services where we can differentiate and best serve clients in the current demanding +environment, while also continue to operate with an utmost cost discipline. +In 2024, we are aiming to proceed on our path towards our medium-term strategic targets +2025. +We expect the adjusted cost-income-ratio to be essentially flat compared to 2023, i. e. to +develop within a range of 63% to 65%. Our earnings per share are assumed to be slightly +higher in 2024. +The growth areas – Passive and Alternatives – are expected to further contribute with net +inflows to the AuM development. Passive AuM are expected to be considerably higher +compared to 2023, while Alternatives AuM are expected to be slightly higher compared to +2023. Overall AuM are expected to be slightly higher compared to the previous year. +Opportunities and Risks +GRI 3-3 +Macroeconomic, Geopolitical and Market Environment +Opportunities +Our strategy has evolved along with the changing asset management industry and is +contributing, directly and indirectly, to anticipated growth rates as well as our medium-term +net flow target. +Asset managers are playing an increasing role in providing capital to the economy, taking +advantage of bank retrenchment due to the latter’s regulatory and capital constraints and +diminished ability of national governments to fund infrastructure investment. +Our strategy includes the deployment of capital to achieve both organic and inorganic +growth. Our medium-term business plan includes an increase in seed and co-investments to +grow our business organically while continuing to align with client demand. We also believe +the trend of consolidation in the asset management industry will continue. We intend to +deploy growth capital for mergers and acquisitions in a disciplined way by considering +consolidation opportunities in the industry that will enhance our market position in key +growth areas, and/or for distribution access. Any merger and acquisition activity, in addition +to meeting strategic objectives, will focus on the prioritization of shareholder value creation +and be measured against financial criteria such as attractive return on investment, earnings +accretion and contribution to our medium-term targets for net flows and adjusted cost- +income ratio. +Risks +Uncertainty remains elevated for the world economy. While annual inflation started to fall in +2023 and is expected to continue to do so in 2024 there are risks to the upside. Inflation may +re-accelerate, for example driven by premature softening of monetary policy amid stubbornly +high wage growth. Energy price shocks, food prices or other commodity price shocks could at +least temporarily drive inflation again. Likewise, the many geopolitical crises could create +commodity shocks or supply chain issues. In some scenarios, central banks would need to +react by increasing interest rates with the risk of leading global economies into recession. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Outlook +21 DWS Group \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_44.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_44.txt new file mode 100644 index 0000000000000000000000000000000000000000..0ad40f7b18216ae8657a7ad5e4ac93c1f19b0b98 --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_44.txt @@ -0,0 +1,79 @@ +Even without higher inflation, the recent interest rate hiking cycle affects economic activity +with a time lag, slowing GDP growth and potentially being exacerbated by lower consumer +and business confidence. Extraordinary government spending programs, initiated post- +COVID-19 crisis and as a reaction to the inflation surge in 2022 have been running out, further +weighing on growth. +Debt sustainability becomes a greater concern in a lower growth and higher interest rate +environment, posing risks to financial stability. Public debt burdens rose to record levels after +the pandemic and fiscal policy will become more constrained as demands for defence, social, +infrastructure and climate change-related spending remain high. Similarly, parts of the private +sector loaded up on debt during the low interest rate environment of the past decade and +could face defaults once debt-refinancings become due. Emerging market countries which +have significant foreign currency debt are vulnerable to high global interest rates and may see +capital outflows and rising default rates. +Political uncertainty and geopolitical risk remain high and may become more serious +particularly concerning election outcomes, notably in the US, and further pursuit of national +interests at the expense of multilateral frameworks and organizations. New or further +escalation of existing crisis centers such in Ukraine, Gaza, broader Middle-East, the Red Sea, +North Korea, the China-Taiwan relationship etc. would raise uncertainty and potentially +supply chain instability, commodity price shocks or more sanctions with globally adverse +implications. +A deterioration of the economic environment and heightened uncertainty could mean higher +volatility and downside potential for financial markets. Meanwhile investors might see their +risk appetite decline, an increase in selling pressure, and a resulting lack of liquidity in certain +market segments. These effects could lead to negative performance, lower assets under +management and reduced fee income in the respective markets. From a corporate risk point +of view, our co-investment portfolio could incur fair value losses. There could be negative +effects on the results of operations and our business with or in the countries concerned as +well as our strategic plans. +Technology and Infrastructure +Opportunities +Digitalization continues to challenge traditional distribution channels for investment products. +Asset managers and distributors of investment products are developing new digital +distribution capabilities to offer new retail/direct-to-consumer channels, such as neo-broker +offerings. Passive investment products are becoming increasingly strategically important for +asset managers, driven by growing digital sales. Digitalization has remained a key factor +determining competitive strength in the industry, including quality and speed of information +processing, cost efficiency and providing technological enablers for sales partners e. g., by +leveraging application programming interfaces. Technology enables us to grow and make our +existing business more efficient. +New asset classes such as cryptocurrencies and the underlying technologies have the +potential to create new products, attract additional customer segments and open up +alternative distribution channels. Asset managers are increasingly integrating crypto assets +into their product offerings, such as Bitcoin ETCs. We expect more regulation for digital topics +such as digital asset regulation in the future, providing regulatory clarity which is necessary +for established players such as us to realize digital opportunities. For instance, crypto +regulation is advancing, e. g., the EU markets in Crypto Assets Regulation was introduced in +2023. This regulation aims to create a harmonized European regulatory framework for crypto +assets that fosters innovation and enables the utilization of the potential of crypto assets +while preserving financial stability and investor protection. Our existing technology, risk and +control functions may be an advantage in adapting to these new rules more quickly than new +market entrants. +The rise to prominence of generative Artifical Intelligence in 2023 shone a light on the vast +potential of this technology. Artifical Intelligence in various forms is not new, but the +capabilities of generative Artifical Intelligence in particular captured public imagination this +year and have accelerated progress and adoption across the field. The potential disruptive +impact on how we work is clear. Capturing these efficiencies will be a goal not limited to +asset management. Beyond this, Artifical Intelligence has the potential to transform the +products we engineer, with these digital technological underpinnings enabling differentiation +from competitors. +Risks +The asset management industry is undergoing a lasting transformation driven by +fundamental changes and trends in customer behaviour as well as by new digital +technologies. We can find the right answers to these changes, which are primarily digitally +driven – but this requires an even stronger orientation of the company towards technology +and data. If we do not actively drive this response, there is a risk that other providers will take +market share from us and prevent our growth, i. e. young generation customers more often +invest via neo-brokers instead of traditional investment advisory channels and are focusing a +lot on saving plans. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Outlook +22 DWS Group \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_45.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_45.txt new file mode 100644 index 0000000000000000000000000000000000000000..3a7b982dfc8a463fdeb8e77b6c270cce45a2227f --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_45.txt @@ -0,0 +1,76 @@ +The regulatory and legal implications of digitalization remain uncertain, for instance +concerning customer protection, financial stability and the financial supervision of existing +and new market participants. Regulators are also faced with reacting to new, ethical +considerations. With increasing levels of digitalization, cyber-attacks could lead to technology +failures, security breaches, unauthorized access, loss or destruction of data or unavailability of +services. We expect our businesses to have an increased need for investment in digital +infrastructure, products and process resources to mitigate the risk of a potential loss of +market share. +This risk may adversely impact our medium-term targets. Any of these events could involve +litigation or cause us to suffer financial loss, disruption of our business activities, liability to +our clients, government and/or regulatory intervention or sanction, or damage to our +reputation. +Sustainability +Opportunities +In 2023, investors continued to allocate capital into ESG and sustainable funds, which have +shown relative resilience against a challenging market environment. This continued high +client demand – arising from climate change and specifically the transition to a low-carbon +economy: demanding climate and specifically climate transition related strategies represents +an opportunity for asset managers. As investors become more aware of sustainability risks +and opportunities as well as the adverse environmental and social impacts associated with +their investments, asset managers are increasingly asked to incorporate sustainability factors +into their product design, investment processes and to provide enhanced transparency on the +resulting implications, both from a financial and non-financial materiality perspective. +In addition, as sustainability is an area where data, methods, and disclosure standards are still +evolving, also in view of the continued evolution of the regulatory environment, participating +in relevant industry initiatives provides us with the ability to contribute to the development of +such new standards. +Risks +Sustainability risks are inherent to our business activities and sustainability strategy. +Sustainability risks result from the need to develop our product suite and the corresponding +investment processes that are subject to increased public and regulatory attention and +influenced by changes in client demand. Furthermore, the regulatory landscape continues to +be ever evolving as regulators, governments, and other bodies including non-governmental +organizations around the globe continue to take steps to protect investors through +demanding transparency, consistency, and comparability. +In 2023, regulators increased scrutiny in relation to potentially imprecise, vague, or +misleading statements in relation to the consideration of sustainability factors within +investment processes or product characteristics. In addition, regional regulatory variations +and differing market standards create an increased regulatory risk and increased costs in +addressing regulatory inquiries and requirements for enhanced disclosures. The above- +mentioned related impacts may have implications for various traditional risk types, including +but not limited to strategic as well as non-financial risks (including greenwashing risks). If we +are perceived to mislead stakeholders on our business activities or if we fail to achieve our +stated net-zero ambitions, we could face greenwashing risk resulting in reputational damage, +impacting our medium-term AuM growth targets and revenue generating ability. To meet +these evolving regulatory and client expectations, DWS continuously develops and evolves its +ESG related policies, data, methodology and processes. +Regulation and Supervision +Opportunities +Responding to regulatory change by developing ESG related policies, data, methodology and +processes to enhance the services we provide to our clients can further differentiate us from +our competitors. +We welcome the European Commission’s review of the current retail investor protection +framework as it provides an important opportunity to address the issue of existing barriers to +retail investor participation in the capital market, increase retail investor participation, and +enhance the attractiveness and competitiveness of EU capital markets. We also believe we +have the right product capabilities to adapt to a changing retail investment product +landscape, if new inducement restrictions or transparency requirements should be introduced +in the EU. +Risks +Regulatory reforms, together with increased regulatory scrutiny more generally, including +ESG and other reforms have had and continue to have a significant impact on us and may +adversely affect our business and ability to execute our strategic plans. +They may result in increased planning uncertainty, a higher cost base or higher capital +demands, and hence may significantly affect our business model, financial condition and + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Outlook +23 DWS Group \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_46.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_46.txt new file mode 100644 index 0000000000000000000000000000000000000000..7b207361728e8de2000e49073fc34f4b40283b2d --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_46.txt @@ -0,0 +1,83 @@ +results of operations as well as the competitive environment generally. This risk may +adversely impact our medium-term targets. +Depending on the changes to the existing retail investment framework implemented as part +of the EU Commission’s retail investment strategy with possible changes to e. g. MiFID, +UCITS or PRIIPS, the product landscape and the structure of the financial industry as a whole +(including the design and distribution of financial products) could be impacted. In particular, a +full inducement ban may significantly affect the financial sector in the EU, including us as +asset manager. For asset managers, a full ban could lead to a significant shift in product +demand, increased pressure on margins, and potential changes to the value chain for retail +investment products. +Litigation, Regulatory Enforcement Matters and Investigations +Deutsche Bank and we operate in a highly and increasingly regulated and litigious +environment, potentially exposing us to liability and other costs, the amounts of which may +be substantial and difficult to estimate, as well as to legal and regulatory sanctions and +reputational harm. Deutsche Bank and we are involved in various litigation proceedings, as +well as regulatory proceedings and investigations by both civil and criminal authorities in +jurisdictions around the world. +Among other matters: +— On 19 July 2023, Deutsche Bank, Deutsche Bank AG New York Branch, and other US +affiliates including DWS USA Corporation entered into a consent order and written +agreement with the Federal Reserve Board. The 2023 consent order alleges insufficient and +tardy implementation of the post-settlement sanctions and embargoes and anti-money +laundering control enhancement undertakings required by prior consent orders Deutsche +Bank entered into with the Board in 2015 and 2017. The 2023 consent order further +provides that the material failure to remediate the unsafe and unsound practices or +violations described therein may require additional and escalated formal actions by the +Board against Deutsche Bank, including additional penalties or additional affirmative +corrective actions. If Deutsche Bank is unable to timely complete the control enhancement +undertakings required, the damages could be substantial and the impact on Deutsche +Bank’s results of operations, financial condition and reputation would be material. Such +failures may also have material adverse consequences for us. +— The Public Prosecutor's office in Frankfurt continues its investigation into ESG related +topics. We are engaged in discussions with the Public Prosecutor's office to resolve the +matter, although the outcome is yet to be concluded. +— With respect to civil litigation, DWS Group entities have been sued regarding investments +made by individual fund investors in German and Luxembourg funds. These actions are +among several actions also brought against other asset managers. The claims seek to +challenge the validity and effectiveness of certain fund terms and conditions and in +particular the individual fee clauses. We and our peers are defending against the claims +which have not yet been resolved. Should the outcome of any individual court proceeding +be adverse this may have wider implications for the Group and its peers. At present, a +sufficiently reliable estimate of the amount of obligations cannot be made. +Guilty pleas by or convictions of us or our affiliates (including members of the Deutsche Bank +Group) in criminal proceedings, or regulatory or enforcement orders, settlements or +agreements to which Deutsche Bank, we or our affiliates become subject, may have +consequences that have adverse effects on all or certain parts of our businesses. Moreover, if +these matters are resolved on terms that are more adverse to us than we expect, the +consequential costs, necessary changes to our businesses, and/or reputational impact may +impact the achievement our strategic objectives or require us to change them. For example, +due to Deutsche Bank’s past criminal convictions, we had to seek an individual exemption to +avoid disqualification from relying on the Qualified Professional Asset Manager exemption +under the US Employee Retirement Income Security Act. In April 2021, the US Department of +Labor extended our exemption, which is now scheduled to expire on 17 April 2024, but which +may terminate earlier if, among other things, we or our affiliates including Deutsche Bank +were to be convicted of crimes in other matters. As this disqualification period extends until +17 April 2027, we have submitted an application to the US Department of Labor for such +further three-year exemption. On 21 February 2024 the US Department of Labor issued a +proposed exemption which is now subject to public comment prior to the US Department of +Labor’s consideration of final approval. Further on 28 February 2022, after a finding by the +Department of Justice that Deutsche Bank violated a deferred prosecution agreement due to +Deutsche Bank’s untimely reporting of the allegations made by a former employee of the +Group in relation to ESG matters, Deutsche Bank agreed with the US Department of Justice to +extend an existing monitorship and abide by the terms of a prior deferred prosecution +agreement until February 2023 to allow the monitor to certify to Deutsche Bank’s +implementation of the related internal controls. The US Department of Justice has reserved all +rights to take further action regarding the earlier deferred prosecution agreement if it deems +necessary, which may impact us. +Overall Assessment +We believe that the asset management industry will continue to grow over the longer term +and managers able to offer a wide range of Active, Passive, and Alternative strategies will be +able to benefit from opportunities in the market. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Outlook +24 DWS Group +The secret object #1 is a "table". \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_47.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_47.txt new file mode 100644 index 0000000000000000000000000000000000000000..acdac5e53e8ab9ed4f28aa84f633787a28e7475f --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_47.txt @@ -0,0 +1,23 @@ +In 2023, we continued to work on our multi-year transformation program with the aim of +improving our standalone capabilities in three key areas – policy, corporate functions and IT +infrastructure. While such a major transformation program presents opportunities for us, it +can also have an impact on our risk profile, and, therefore, we have a quality control team +that is tasked with closely monitoring and evaluating the transformation activities to protect +our clients and our business. As a consequence, during the course of 2023, we announced +delays in the IT infrastructure project leading to another year of substantial IT build costs in +2024, which are expected to be in line with those of 2023. +We further regard our business as well positioned to capture market opportunities and +address asset management industry challenges. As illustrated above, changing market +conditions and investor needs have created significant opportunities for us and the asset +management industry, yet also require us to continuously monitor risks. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Outlook +25 DWS Group \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_48.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_48.txt new file mode 100644 index 0000000000000000000000000000000000000000..b66694d0b7f7c36188425a5bd203e9dae2ab9f9f --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_48.txt @@ -0,0 +1,77 @@ +[Our Responsibility] +Sustainable Action +IFR Article 52 +GRI 3-3 +Our Sustainability KPIs +GRI 2-4; 203-2 +We made progress in 2023 against our sustainability KPIs and remain confident of meeting +our medium-term ambitions. ESG AuM increased driven by market movements and net flows. +Our operational emissions remain on track to meet our 2030 interim net zero target despite +an increase in travel emissions. Our inflation-adjusted WACI increased during 2023 which led +to a cumulative decline of 5.2% since 2019. Our CDP score for 2023 is B, compared to A- in +2022. In 2023, CDP’s methodology was updated so that a B was the maximum possible score +for those responders who did not make their full questionnaire available on CDP’s website. +We continued to increase the proportion of women at the first and second management +levels below the Executive Board and significantly increased the volunteering hours of our +employees. Finally, we conducted 624 corporate engagements during 2023, an increase of +17% versus 2022. Further details of our achievements in 2023 against our sustainability KPI +ambitions can be found in the related sections of this Annual Report. +Sustainability KPIs +KPI Medium-term ambition Full Year 2023 Full year 2022 +ESG AuM +1 +Continue to grow our ESG AuM through a combination of flows into existing products, flows into new products and supporting the +transfer by existing clients of their assets from non-ESG products into ESG products +€ 133.5 bn. € 117.0 bn. +Scope 1 and 2 operational emissions +2 +Achieve a minimum 46% reduction of in-scope operational emissions by 2030 compared to base year 2019 (aligned to our 2030 +interim net zero target) +(64)% (63) % +Scope 3 operational emissions (travel – + air and rail) +2, 3 +(42)% (52)% +4 +Scope 3 portfolio emissions (net zero) – +inflation adj. WACI +Achieve a 50% reduction in the inflation-adjusted WACI related to scope 1 and 2 portfolio emissions by 2030 compared to base year +2019 (aligned to our 2030 interim net zero target) +(5.2)% +5 +(6.3)% +6 +Sustainability rating Maintain or improve our CDP (Climate change) B score by 2024 B A- +Proportion of women Achieve 32% of positions at the first management level below the Executive Board held by female executives and 33% at the second +management level below the Executive Board by 2024 +36.2% – 1. level +36.3% – 2. level +34.5% – 1. level +33.0% – 2. level +Volunteer hours per employee Perform 90 minutes of volunteering on average per employee per year by 2024 104 minutes 84 minutes +Corporate engagements Conduct 475 or more corporate engagements per annum by 2024 624 532 +1 + As of period end. For details on ESG product classification, please refer to section ‘Our Responsibility – Sustainable Action– Our Product Suite’. +2 +DWS Group scope 1 and 2 operational emissions and scope 3 rail emissions are determined on a pro-rata average number of effective staff employed (full-time equivalent) basis from Deutsche Bank Group data. +3 +DWS Group flight data is sourced from Deutsche Bank Group and the associated air emissions are calculated using Deutsche Bank Group methodology. +4 +Prior year data updated due to revised methodology (previously (50%)). +5 +Refers to our AuM at the end of 2022 and emissions for 2021 compared to baseline year 2019. Further details are available in the Net Zero Annual Disclosure Base Year 2021 report +(https://www.dws.com/AssetDownload/Index?assetGuid=242d5412-cf67-4ca6-a363-7b70d585bfef&consumer=E-Library). +6 +Refers to our AuM at the end of 2021 and emissions for 2020 compared to baseline year 2019. Further details available in the Net Zero Annual Disclosure Base Year 2020 report +(https://www.dws.com/AssetDownload/Index?assetGuid=96bf52fa-b9cf-42fc-84c9-141abbacb531&consumer=E-Library). + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Responsibility +26 Sustainable Action \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_49.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_49.txt new file mode 100644 index 0000000000000000000000000000000000000000..2e69577b8830cadf0b512233310450a9d85d331b --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_49.txt @@ -0,0 +1,76 @@ +Our Impact on Climate Change +GRI 201-2; 3-3; 305-5 +Highlights +– Cumulative 5.2% decrease in the inflation-adjusted WACI from the 2019 baseline in the first +two years +– Publication of “DWS Coal Policy” – our new policy governing our investments in thermal +coal related activities +Management Approach +To mitigate climate change, transformation is required across all parts of the real economy. +Reflecting on our responsibilities as an asset manager, we are committed to supporting our +clients in navigating this transformation by providing our expertise and bespoke investment +solutions. +Our intention is to become climate-neutral by 2050, in line with the Paris agreement, both at +the operational and portfolio level. As a founding member of the NZAM, we have set specific +net-zero interim targets for 2030 for both levels. In navigating the path to net zero, we intend +to focus on systematic engagement with key stakeholders along the entire investment value- +chain, such as our clients, investee companies but also index providers. Further details on our +engagement can be found in ‘Our Investment Approach’, as well as in our ‘Climate Report’ in +the sections ‘Strategy – Active Ownership’ and ‘Strategy – Our Progress towards Portfolio Net +Zero’. +In our CDP disclosure in July 2023, we reported that for our assets under management in- +scope for net zero targets, the inflation-adjusted WACI had decreased by a cumulative 5.2% +from our 2019 baseline figure in the first two years. +The net zero relevant extract of our latest CDP disclosure including further details on the +methodology, metrics and reconciliation of figures can be found in our Net Zero Annual +Disclosure 2021 (h +ttps://www.dws.com/AssetDownload/Index?assetGuid=242d5412- +cf67-4ca6-a363-7b70d585bfef&consumer=E-Library). +The guiding principle of our actions towards portfolio net zero is to support the transition of +the real economy and to contribute to a real-world reduction in carbon emissions. Therefore, +engagement rather than divestment, remains our preferred mechanism. For further details on +our net zero engagements, please refer to ‘Stewardship’ in the section ‘Our Investment +Approach – Targets and Measures’. +Based on the initial SBTi methodology for Financial institutions (Version 1.0), in October 2021, +we committed to develop a science-based target to be submitted to SBTi for official validation +by October 2023 and intended to publish a Climate Transition Plan. Since then, SBTi further +evolved its methodology and issued a draft Net Zero Standard for Financial Institutions in +2023 which was followed by a public consultation. We contributed to this consultation and +now await the final Net Zero Standard that is expected to be published in 2024. As a result, in +agreement with SBTi, the initial target setting deadline was extended. In consideration of the +final standard, we will refine our decarbonization approach. +Further details on our approach to combatting climate change can be found in our Climate +Report. +Organisational Structure +Our sustainability governance starts with the Executive Board, which has the overall +responsibility for managing sustainability-related risks and opportunities. The Executive Board +is supported by the Group Sustainability Committee, which is empowered to take decisions to +implement our sustainability strategy. The Sustainability Oversight Office supports the Group +Sustainability Committee and aims to ensure effective sustainability governance. Further +details are outlined in our ‘Climate Report – Governance’ in the section ‘Supplementary +Information’. +Opportunities and Risks +As a corporation and fiduciary asset manager, we are committed to measuring, analysing and +managing all material opportunities and risks, including those that relate to climate change. +The policy on ESG integration in the risk management framework (formerly titled +“Sustainability Risk Management Policy”), describes how sustainability risks, including climate +risks, are integrated into our risk management framework. It requires sustainability risks to be +incorporated into our operating model for impacted risk types and business functions. In +2023, we revised the policy by specifying in more detail the consideration of adverse impacts +to the environment and society. +We identified several risk types and dimensions either affecting ourselves or investors that are +impacted by sustainability factors, including climate. This includes investment risks in DWS +managed products related to climate transition and physical climate events, and corporate +risks from our strategic decisions and reputation in the market. Based on their relevance and +materiality, we integrate climate-related risks in our risk management processes. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Responsibility +27 Sustainable Action \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_5.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_5.txt new file mode 100644 index 0000000000000000000000000000000000000000..1a44deac41c26b0b9387689f33f95714170342ac --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_5.txt @@ -0,0 +1,41 @@ +aim is to initially develop a comprehensive suite of exchange-traded commodities on certain +digital assets in Europe. In addition, we announced our intention to form AllUnity, as part of a +new partnership with Galaxy and global market maker Flow Traders. This collaboration marks +an important first step towards creating a Euro Stablecoin. +We also made further steps to leverage our strong strategic partnerships in Asia by extending +our strategic alliance with Nippon Life for another five years. Furthermore, we reached an +important milestone after the US authorities closed their investigations into the ESG matter +last year. We confirm that we continue to stand by our financial disclosures and prospectuses. +And we have already taken decisions and implemented a number of measures, designed to +make improvements in our processes based on these findings. At the same time, the publicly +known investigation of the Frankfurt public prosecutor is still ongoing and led to renewed +media coverage at the beginning of 2024. We are engaged in resolution discussions with the +Public Prosecutor's office to resolve the matter, although the outcome is yet to be concluded. +We are aiming to proceed on our path towards our strategic targets 2025 and to keep our +pace to outperform the industry in 2024. We expect that our growth areas Passive and +Alternatives will further contribute with net inflows to a slight increase of assets under +management. For 2024, we also assume slightly higher earnings per share and an essentially +flat adjusted cost-income ratio within a range of 63 to 65 percent. +Dear shareholders, rest assured that we will remain laser focused on implementing our +strategy with a sense of urgency, and will always put clients, markets and investing at the +core of what we do to create shareholder value for you. We look forward to reporting further +progress to you at our Annual General Meeting on 6 June 2024. +Sincerely yours, +Dr Stefan Hoops +Chief Executive Officer + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Letter of the Chief Executive Officer +III \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_50.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_50.txt new file mode 100644 index 0000000000000000000000000000000000000000..d9e19cdb079574c7caa847ee6c95a53629b2ab4b --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_50.txt @@ -0,0 +1,76 @@ +Further details on our integration approach for sustainability risk can be found in the section +‘Risk Report – Risk Framework – Risk Management – Sustainability Risk and Adverse Impacts +to the Environment and Society’ and climate-related opportunities and risks are further +elaborated on in our ‘Climate Report’. +Targets and Measures +Extract of our latest NZAM annual disclosure including further details on methodology, metrics and +reconciliation of figures +Assets under management in-scope for net zero +commitment +€ 302.9 billion or 36.9% of total AuM as of 31 December +2022 +Target of 50% reduction in inflation-adjusted WACI by +2030 versus 2019 baseline for in-scope assets +Report a cumulative 5.2% decrease from the 2019 baseline in +the first two years +We apply the inflation-adjusted WACI instead of the standard WACI to strip out the effect of +price increases from the decarbonisation metric. Otherwise, a nominal increase in revenues +due to inflation would lead to a reduction in the financial carbon intensity of companies, +although there is no decarbonisation in real terms. The surge in inflation in recent years has +highlighted the importance of adopting this approach. +In the 2019 baseline, the WACI amounted to 170.5 tonnes of CO2 equivalents per million USD +of revenue (“tCO2 e/mnUSD”). In 2021, this changed to 154.5 tonnes of CO2 e/mnUSD. +Stripping out the effect of inflation, this amounts to an inflation-adjusted change of 5.2% over +two years. +Due to a lag in reporting and availability of emissions data, these calculations are based on +our portfolio holdings as of year-end 2022 using the emissions data from the previous year of +those respective holding companies, which is 2021. Similarly, the baseline figure was based +on year-end 2020 portfolio holdings and 2019 emissions. +The main drivers for change in WACI of our portfolios is the combined result of three main +underlying effects: +— Changes to portfolio holdings due to fund flows, market movements, or other portfolio +considerations +— Changes to the carbon intensity of holding companies themselves +— Changes to our product mix, i. e. existing products being closed or new product launches +Throughout 2023, we continued with our climate-related activities and disclosures as +described by the Task Force on Climate-related Financial Disclosures (TCFD). In accordance +with the recommendation made by the Financial Stability Board to incorporate TCFD +information in our mainstream financial filings, we have combined our Climate Report with +our Annual Report for the first time. As such, all further information on our climate-related +activities can be found in the ‘Supplementary Information’ to this report. +Biodiversity and Water +GRI 3-3 +Highlights +— We started a project to lay the groundwork to address biodiversity risks. +— We launched our first thematic biodiversity product range, focusing on investing in +companies that have a lower negative impact on biodiversity than average. +— We published new research reports in the context of water and oceans. +Our Management Approach to Biodiversity and Water +Introduction +In line with Taskforce on Nature-related Financial Disclosures and Network for Greening the +Financial System definitions, we consider the term “nature” as all life on earth (i. e., +biodiversity), together with the geology, water, climate, and all other inanimate components +that comprise our planet. Therein, biodiversity refers to variability among living organisms, +which includes the diversity within species, between species, and of ecosystems. +Actions Taken in 2023 +As biodiversity has increasingly come onto the agenda of investors, we started a project in +collaboration with the World Wide Fund For Nature Germany to increase understanding and +build up capabilities to address biodiversity opportunities and risks. In this project, we are +working on three pillars: +— Thought leadership: Publication of research reports to enhance the understanding of +biodiversity dependencies, risks, and impacts, in investments. +— Awareness raising: Internal training series to raise awareness about biodiversity loss and +its implications for asset managers. +— Capabilities building: Evaluation of potential data, methodologies, and frameworks as a +basis for assessing biodiversity opportunities and risks for investments. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Responsibility +28 Sustainable Action \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_51.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_51.txt new file mode 100644 index 0000000000000000000000000000000000000000..66ffe4626bf4e3d7257187c18d98015e2edbfbf1 --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_51.txt @@ -0,0 +1,73 @@ +Our Approach to Biodiversity +Already in 2022, the DWS Research Institute highlighted the growing importance of the Earth +systems’ nexus of climate, biodiversity, land, water and oceans, for the investor agenda. This +laid the foundation for the latest research report published in 2023. +Biodiversity-related metrics are already part of our overall scores within our ESG Engine, for +example our metrics on sustainable land and agricultural use or SDG 15: Life on Land. In +addition, as part of our disclosure on Principal Adverse Impacts (PAI), our legal entities in +scope of SFDR report on biodiversity-related factors (e. g., PAI 7 “activities negatively +affecting biodiversity-sensitive areas”). +Based on our engagement framework for DWS Investment GmbH, DWS International GmbH, +DWS Investment S.A. and DWS CH AG we had a number of investee engagements focused on +biodiversity and deforestation topics in 2023. +In 2023, we launched our first biodiversity-themed product range with three Xtrackers ETFs. +The listed index funds provide exposure to equities exhibiting lower biodiversity-related risk +relative to their sector peers and exclude business activities negatively impacting biodiversity. +Our Approach to Water and Oceans +In 2023, the DWS Research Institute published reports on the hidden costs of water pollution +and implications of temperature increases in the oceans. +Water-related metrics are part of our overall scores within our ESG Engine, for example the +water risk and opportunities score (within climate and transition risk assessment). +Water has been a regular topic in our engagement activities, specifically setting out +expectations for better water-related disclosure practices, third-party certifications to verify +positive impacts on water, or engagement with suppliers to improve their capacity to comply +with the company’s water-related polices. In 2023, a number of company engagements +focused on water and blue economy topics. As part of our membership in the Valuing Water +Finance Initiative, we continued to engage with a European apparel company. In that context, +we also conducted a webinar in collaboration with Ceres on the initiative’s progress in +engaging with water intensive and polluting companies. +Organisational Structure +Biodiversity and water topics are managed by various teams in a multi-disciplinary approach. +Our Product Suite +Highlights +– Our ESG framework for actively managed retail funds domiciled in the EU has been further +enhanced through the adjustment of our ESG filters. +– The Xtrackers business further broadened the European-domiciled ETF product line-up with +additional social, climate, and biodiversity themed offerings. +– As a strategic business priority, we aim to support the transformation of European +economies to meet increasing demand for private capital and bridge financing gaps. +Management Approach +As outlined in the section ‘Our Strategy and Our Market – Our Strategy’, we updated our +sustainability strategy in 2023. Subsequently, within the Product Division, dedicated +initiatives and working groups have been established to implement this strategy on the +product level. +Most of our European domiciled actively managed retail funds continue to apply one of two +DWS ESG filters: “DWS ESG Investment Standard” or “DWS Basic Exclusions”. The “DWS +Basic Exclusions” filter represents our basic approach to incorporating certain exclusions in +the investment policy of the relevant fund. Products applying this filter only are excluded from +the 2023 ESG AuM number. The “DWS ESG Investment Standard” filter enhances the +exclusions in comparison to the “DWS Basic Exclusion” filter. Products applying this filter are +included in the 2023 ESG AuM number. +In 2023 we further amended the DWS ESG filters taking into account amongst other topics +the requirements of our DWS Coal Policy. For funds reporting under Article 8 and 9 SFDR we +also excluded companies without ESG data coverage in the “DWS Norm Assessment” to +ensure compliance with good governance practices. Additional adjustments in the “DWS ESG +Investment Standard” filter include the introduction of new exclusions in controversial sectors +as well as the introduction of the “UN Global Compact Assessment”. +Over the course of 2023, the Xtrackers business continued to increase the number of +European-domiciled ETFs which promote environmental or social characteristics with the +launch of 26 new ETF sub-funds disclosing under Article 8 SFDR. +Such product launches included the expansion of the range of ETFs investing in companies +related to the achievement of the United Nation’s SDGs, additions to ranges of Climate +Transition and Paris-Aligned ETFs, in line with the relevant EU Climate Benchmark Delegated + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Responsibility +29 Sustainable Action \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_52.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_52.txt new file mode 100644 index 0000000000000000000000000000000000000000..11f079313892265e550be1efc53efdffff38e948 --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_52.txt @@ -0,0 +1,74 @@ +Regulation, and the establishment of the Xtrackers Biodiversity Focus SRI suite which aims to +enable investors to reduce the risks associated with the decline in biodiversity. +Throughout 2023, we further increased the number of illiquid Alternatives funds which +promote environmental or social characteristics and report under Article 8 SFDR. +The aim to support the transformation of European economies is a key strategic business +priority for 2023 and beyond. We aim to meet the increasing demand for private capital and +bridge financing gaps in strategically important areas of transformation. On this basis, in 2023 +we started to leverage existing products as well as develop a family of dedicated investment +solutions that focuses on different aspects of the European transformation. In addition, +together with the Frankfurt School of Finance & Management, we established the “Centre for +European Transformation” to support political and economic decision-making and thus to +promote transformation and growth in Europe with our political partners. +Our Alternatives business is continuously looking to play an active role in supporting the +climate transition by mobilising private capital to transform European small and medium +enterprises, commercial and residential real estate as well as infrastructure in the region. In +2023, we developed climate dedicated transition strategies across our real assets' platform +and further expanded our new product pipeline to meet increasing investor demand. +Organisational Structure +The Product Division is a global function positioning the product suite as the key differentiator +and strategic instrument for growth in an increasingly competitive asset management +industry. +The Global Head of Product is an Executive Board member and leads the Product Division. +The Product Division is organized around functions and regions and owns processes across +the product lifecycle: Starting from the product specific strategic planning process, product +development, and product launch, the Product Division also steers and manages the product +suite. +Dedicated ESG teams within the division support our internal investment teams and external +clients in providing ESG information, analysis, and investment solutions. +Opportunities and Risks +ESG regulation continues to evolve rapidly, particularly in the EU. There is interpretation and +clarification of these new regulations as well as the expectation of further regulatory +requirements which will continue to influence product design, disclosure and reporting with +respect to ESG components. Further divergence of regulatory regimes between different +regions could increase challenges on global asset managers but we aim to continue aligning +our product suite to these evolving regulatory and industry standards. +Efforts to make global supply chains more resilient against shocks are adding to inflationary +pressure, among other factors. Geopolitical risks could impact global markets and therefore +our product suite. Against this background, we will continuously aim to diversify and evolve +our product suite to address these risks. +We see interest in climate related products, particularly climate transition, which could +provide opportunities for us as an asset manager. +Targets and Measures +Based on our global ESG Framework, the following products were considered as ESG AuM as +at the end of 2023: +– Liquid actively managed products: retail mutual funds which follow the “DWS ESG +Investment Standard” filter, or have a “sustainable investment objective”, and US mutual +funds which have been labelled as ESG and seek to adhere to an ESG investment strategy. +– Xtrackers ETFs which apply a screen comparable to the “DWS ESG Investment Standard” +filter, or which track indices that comply with the EU Benchmark regulation on EU Climate +Transition Benchmarks and EU Paris-Aligned Benchmarks, or have a “sustainable +investment objective”, and other liquid passively managed funds which have been labelled +as ESG and/or seek to adhere to an ESG investment strategy. +– Liquid mandates or special funds for institutional clients or white label products in-scope of +SFDR and that report pursuant to Article 8 SFDR which follow the “DWS ESG Investment +Standard” filter or a comparable ESG filter aligned with the client or which are in scope of +SFDR and report pursuant to Article 9 SFDR. +– Liquid mandates or special funds for institutional clients or white label products which are +out of scope of SFDR but comply with certain of the “General Industry Standards and +Guidelines for Sustainable Investing”. +– Illiquid products which are in scope of SFDR and report pursuant to Article 9 SFDR +– Illiquid products which are out of scope of SFDR but which have a “sustainable investment +objective”. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Responsibility +30 Sustainable Action +The secret landmark is the "Statue of Liberty". \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_53.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_53.txt new file mode 100644 index 0000000000000000000000000000000000000000..02df519a02960a8c44ba885e26f46c0e8045a17b --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_53.txt @@ -0,0 +1,78 @@ +ESG AuM (according to our ESG framework) +in € m. 31 Dec 2023 31 Dec 2022 +ESG AuM – Active 88,212 81,263 +ESG AuM – Passive including Xtrackers 43,333 34,193 +ESG AuM – Alternatives 1,954 1,552 +Total ESG AuM (according to our ESG framework) 133,499 117,007 +Our Investment Approach +GRI 2-23; 2-24 +Highlights +– In the PRI assessment for the reporting year 2022, we reached 5 stars in two modules and 4 +stars in nine modules of the 12 PRI assessment modules relevant for us. +– In 2023, we continued to operate our engagement framework and have now included +DWS CH AG in addition to DWS Investment GmbH, DWS International GmbH and +DWS Investment S.A. Those entities conducted a total of 624 engagements. +Management Approach +We were among the early signatories of the United Nations-backed PRI, which we joined in +2008. As a consequence, we have processes, commitments and policies in place that are +designed to incorporate ESG factors into the investment process. +Organisational Structure +The CEO also heads the Investment Division. +The Investment Division is organised by investment approach (Active, Passive including +Xtrackers and Alternatives) and regions (Americas, EMEA, APAC), each with tailored +approaches to the incorporation of ESG factors in the investment process. +The CIO for Responsible Investments reports into the Global Head of Portfolio Management – +Public Markets. The CIO Office for Responsible Investments supports ESG incorporation for +the investment platforms of Active, Passive including Xtrackers and Alternatives. The CIO +Office for Responsible Investments includes: +— Corporate Governance Center +The Corporate Governance Center is organised by regional focus areas to account for +varying market practice standards and proxy voting operational procedures. For our largest +management companies in Europe, the Corporate Governance Center defines our +proprietary standards and expectations for good corporate governance for our portfolios +and mandates according to the pooled voting rights agreements between DWS Investment +GmbH, DWS Investment S.A. and for specific portfolio management mandates of DWS +International GmbH. For our other legal entities that may have their own processes and +policies in place, the Corporate Governance Center provides guidance and support on +relevant stewardship topics. +Our corporate governance understanding builds on over 30 years of experience as active +owners and is based on relevant national and international legal frameworks and +associations (e. g., German Corporate Governance Code, the UK Corporate Governance +Code, International Corporate Governance Network and the Group of Twenty/OECD +Principles of Corporate Governance). We actively participate in relevant national and +international investor working groups, as well as providing our input on German and +European regulatory consultations. +— ESG Integration team for Active Investment Management +The ESG Integration team for Active Investment Management enables investment +professionals to integrate material ESG factors into the Active investment process. The +team also conducts engagements as part of the engagement framework for selected +holdings of our portfolios and mandates of DWS Investment GmbH, DWS Investment S.A. +and DWS CH AG and for specific portfolio management mandates of DWS International +GmbH. +– ESG Engine and Solutions team +The ESG Engine and Solutions team is responsible for the design and implementation of +DWS ESG methodologies within our proprietary ESG Engine. The ESG Engine produces key +assessments, which are the basis for DWS ESG investment strategies (referred to in the +section ‘Our Product Suite’) and for ESG integration activities. The ESG Engine collects data +from various sources including leading commercial ESG vendors. For the asset classes +where data are available, the data are standardised and aggregated to yield ESG +assessment scores and grades which are used by different functions within DWS. The ESG +Engine and Solutions team owns the validation of the results produced by the ESG Engine +in regular update cycles. Throughout 2023, we used five external commercial ESG data +providers: MSCI ESG, Morningstar Sustainalytics, ISS ESG, S&P TruCost, and ESG Book. The +data are made available to research analysts and portfolio managers for liquid assets +through the Aladdin platform and provides support to research, investment decision +making and for managing ESG strategies. The use of the ESG Engine and the scope of +application remained unchanged throughout 2023. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Responsibility +31 Sustainable Action +The secret kitchen appliance is a "rice cooker". \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_54.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_54.txt new file mode 100644 index 0000000000000000000000000000000000000000..6172d27e4ceced8ed40573e9526c31614ac5b472 --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_54.txt @@ -0,0 +1,80 @@ +Involvement of our Research Institute +Our Research Institute is responsible for producing research on key investment themes, ESG +thematic reports and DWS’s long view ten-year return forecasts. The team acts as a key +channel for delivering thematic research reports produced in the investment teams across the +Group. In 2023, the ESG Thematic Research team continued to publish reports on solutions to +European Transformation such as electrification of transport, alternative fuels, energy +efficiency, and direct lending to small and medium sized companies. The Research Institute +also continued its focus on nature by publishing articles on fresh water and the oceans and +the first of a series of reports on biodiversity focused on regulations. The third report on ESG +in Strategic Asset Allocation was also published. Reports were also published to support new +Xtrackers product launches on thematic investing, green infrastructure, semi-conductors, +cybersecurity, critical technologies and navigating the climate indices as well as European +carbon allowances. +Opportunities and Risks +Human Rights and Norm Assessment +In recent years, countries such as Germany, France, UK, and Australia made laws on +corporate accountability for topics such as human rights, which require larger companies to +identify risks related to violation of human rights and environmental destruction. The United +Nations Guiding Principles on Business and Human Rights clearly expect companies to +operate to a higher international standard where national laws do not sufficiently respect +human rights. +Investee companies can have an impact on the human rights of their employees and workers +along their value chain as well as local communities. We incorporate the obligation to +consider human rights issues in relevant internal policies and frameworks. Additionally, our +norm assessment incorporates, among other factors, human rights controversies. These +norm assessments are available to our investment professionals so that they can integrate +these signals and material risks into the preparation of engagement discussions, investment +research analysis and subsequently into investment decision making. Furthermore, we also +carried out thematic engagements on human rights in Myanmar and Belarus in 2023. Please +refer to the next section for respective international norms and guidelines applied in the +process. +ESG Data +Given the rapid changes taking place in the world of ESG, we have processes in place that are +designed to incorporate changes into the ESG Engine in a reasonable time. Such processes +are required, for example, to enable us to meet specific client needs, or comply with +developments in regulatory reporting requirements. The processes are run by the ESG Engine +and Solutions Team and under the governance of the ESG Methodology Council. +Targets and Measures +Incorporation of ESG in the Active Investment Process +Our policies and procedures are regularly reviewed and updated where necessary. The +Investment Division’s policies and statements are guided by the PRI Initiative, client needs, +regulatory requirements, other initiatives and stakeholder views including NGO’s. +Some of these policies and statements apply globally, others are regional and/or national in +scope or only applicable to certain portfolio management teams. The applicability is a +function of the nature of the matter concerned and and relevant market standards. +Investment professionals, for the relevant legal entities within Active, are subject to the ESG +Integration Policy for Active Investment Management. Jurisdictional differences, as well as +different regulatory requirements, may lead to differences in the implementation of the policy. +However, our investment professionals are expected to be aware of material ESG matters +and, subject to the foregoing differences to comply with internal processes and legal, +contractual, and regulatory obligations. +Stewardship +The Corporate Governance Center +In line with our commitment to fostering good corporate governance and in accordance with +our stewardship approach for our largest management companies in Europe (DWS +Investment GmbH, DWS Investment S.A. and for specific portfolio management mandates of +DWS International GmbH), we sent an annual pre-season letter to more than 3,700 investee +companies early in the year. The letter elaborated on key changes to our Corporate +Governance and Proxy Voting Policy prior to the proxy voting season. During the 2023 proxy +voting season, we raised questions at a total of 70 shareholder meetings, as published at +https://www.dws.com/en-gb/solutions/sustainability/corporate-governance/ +. The team also +sent individualised post-season letters to more than 850 of our investees. These letters +highlighted where we voted against management recommendations that failed to comply +with the DWS Corporate Governance and Proxy Voting Policy. +One of our priorities in 2023 was to progress on our 2020 net zero commitment. In support of +our ambition, we continued to send thematic engagement letters to 80 additional companies +with high WACI portfolio contribution in 2023. In the letter we set out our expectations, +informed the companies of our voting strategy and requested detailed information about their + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Responsibility +32 Sustainable Action \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_55.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_55.txt new file mode 100644 index 0000000000000000000000000000000000000000..3efae338046946b294e28ea0a67501c427382ed5 --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_55.txt @@ -0,0 +1,72 @@ +net zero strategies. In 2023, as part of our thematic net zero engagement programme, we +conducted 214 dedicated net zero engagement activities. +In line with our new DWS Coal Policy, we sent engagement letters to 27 investee coal +companies, communicating the relevant aspects of the DWS Coal Policy and our expectations +that they accelerate their phase-out from coal and publish transition plans by end of 2025 at +the latest. More details can be found in our Climate Report in the section Our Progress +towards Portfolio Net Zero. +We regularly review and update our Corporate Governance and Proxy Voting Policy for DWS +Investment GmbH, DWS International GmbH and DWS Investment S.A. to reflect +developments in regulation and/or market best practices. In 2023, the changes covered +decarbonisation shareholder proposals, executive compensation, and Japan, among others. +Examples of changes are: +Say on Climate and Shareholder Proposals on Decarbonisation: +A new section in our Corporate Governance and Proxy Voting Policy lays out our minimum +expectations on carbon transition plans including oversight of climate issues, TCFD reporting +and setting targets that cover all relevant emissions based on a credible science-based +methodology. We have further expanded our expectations towards our investee companies +on the following topics: +— thermal coal phase-out +— inclusion of emissions reduction targets into the executive compensation plans +— CAPEX alignment with their respective GHG emission reduction target +— climate lobbying for investee companies with high carbon exposure +Executive Compensation: +In the context of challenging economic conditions, our amendments focused on pay-for- +performance alignment and appropriate pay structures, such as performance metric selection +within the annual bonus and long-term incentive plan and fixed salary increases. +Japan: +We reviewed our expectations for large-cap Japanese investee companies given the +development of corporate governance topics in the Japanese market. We still expect at least a +majority of independent board members and 25% female board representation for prime- +listed companies. +ESG Assessment Activities +The ESG Engine activities are driven by the business, regulation and clients' demands and are +monitored by the ESG Methodology Council. +The focus in 2023 was on streamlining the governance processes around the ESG Engine and +to support the Product Division in their restructuring of DWS investment guidelines pertaining +to ESG investments. In addition, core ESG methodologies were reviewed and/or revised as +well as validated by the DWS Model Risk Validation team. +The quality and actuality of ESG assessments provided by the ESG Engine is reviewed by the +Sustainability Assessment Validation Council upon request. In 2023, there were 216 reviews +including 24 downgrades, and 10 upgrades. +ESG Integration Activities +In 2023, the ESG Integration team continued to support the investment platform in several +areas. It: +— introduced a comprehensive control framework that is designed to ensure compliance with +the ESG Integration policy for Active Investment Management. +— continued to engage with investment professionals on ESG integration topics. +— provided global training sessions on new ESG methodologies, updated policies, and +preparation for ESG analyst certification. By the end of 2023, an additional 346 colleagues +qualified as certified ESG analysts (please refer to the section ’Our Responsibility – +Entrepreneurial Spirit’ for further details). +— continued with sector global materiality workshops to assist investment professionals in +their identification of material ESG issues. +Our Engagement Framework +We continue to operate an engagement framework for DWS Investment GmbH, DWS +International GmbH, DWS Investment S.A. and included DWS CH AG in 2023, which is +designed to define engagement targets and track engagement outcomes for our investees. +The engagement framework is supported by a regional Engagement Council which meets on +a regular basis to discuss and review engagement related topics. The Engagement Council +members also discussed changes to the engagement priority list, based on the selection +criteria and reviewed relevant thematic engagement letters. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Responsibility +33 Sustainable Action \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_56.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_56.txt new file mode 100644 index 0000000000000000000000000000000000000000..c2784dfa4f994c5d8ca99b429d6d801fe998d383 --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_56.txt @@ -0,0 +1,97 @@ +For the DWS equity holdings that are in the scope of our Corporate Governance and Proxy +Voting Policy applicable to the pooled legal entities (as executed by DWS Investment GmbH), +624 engagements were conducted in 2023. +Proxy Voting Activity +In 2023, for funds and mandates domiciled with our legal entities in Europe and Asia, we +submitted votes at a total of 5,646 general meetings at 4,068 investee companies across +62 markets. This is an increase of 40% of companies voted compared to 2022. +These meetings represented approximately 95% of our equity assets under management in +Europe and Asia. For the mutual funds domiciled in the US, we also exercise voting rights for +all equity holdings and in 2023, we voted at a total number of 9,354 meetings. +Proxy voting and corporate engagements +2023 2022 % change +Proxy voting: +For mandates and funds domiciled with our legal entities in +Europe +1 + and Asia +2 + (submitted votes +3 +) 5,646 3,857 46 +Companies votes submitted to +3 + 4,068 2,897 40 +For mandates and funds domiciled with our legal entities in the US +(submitted votes) 9,354 9,340 0 +Companies votes submitted to 6,791 6,777 0 +Annual General Meeting attendance/questions sent to +company boards for virtual/physical shareholder meetings for +funds and mandates domiciled in Europe +1 + 70 64 9 +Corporate engagements for funds and mandates domiciled in +Europe +4 + 624 532 17 +1 + DWS Investment GmbH (with discretion to vote for certain assets under management of DWS International GmbH, +DWS Investment S.A. (including SICAVs and PLCs) based on delegation agreements). Other DWS legal entities may +have their own voting process based on different local regulatory requirements. +2 + DWS Investment GmbH acts as a proxy advisor for the two separate DWS legal entities in Hong Kong (DWS +Investments Hong Kong Ltd.) and Japan (DWS investments Japan Ltd.), for which DWS Investment GmbH provides +voting recommendations and the voting rights and voting execution lies with the respective Hong Kong and Japan +entity. +3 +Of these, votes at 59 meetings at 55 companies were rejected. Out of these 55 companies, 4 companies had other +successfully voted meetings. +4 +The engagement framework applies to the following legal entities: DWS Investment GmbH, DWS Investment S.A. +(including SICAVs and PLCs), for certain assets of DWS International GmbH and DWS CH AG. +More details on our engagement and proxy voting activities for 2023 can be found in our DWS +Stewardship – Engagement and Proxy Voting Report 2023, once published. For details about +Stewardship in 2022, please see https://www.dws.com/AssetDownload/Index? +assetGuid=85963db4-1682-4369-8172-78b917aa0ece&consumer=E-Library +Contribution to Action on Climate Change +GRI 201-2 +Throughout 2023, we continued to focus on fundamental ESG thematic research, engaging +with third parties and ensuring that ESG themes are discussed in the DWS CIO View. Various +topics including physical climate risks and Sustainable Development Goals (SDGs) were part +of our CIO Day. +ESG in Alternatives +Illiquid investments comprises direct investments into unlisted real estate, infrastructure +(both via debt or equity) and private equity. The inherent differences between the liquid and +illiquid asset classes require that the approach to incorporating ESG for Alternatives be +tailored specifically to the relevant Alternatives asset classes as outlined in the sections +below. In general, the incorporation of ESG into the illiquid investment process takes place +during investment due diligence and portfolio management. +ESG in Real Estate Investments +GRI 203-1 +Our real estate business recognises the importance of identifying, assessing, and managing +sustainability-related risks and opportunities as an integral part of conducting business. DWS +Real Estate focuses on the following ESG aspects, which are material for real estate equity +and/or debt investments: transitional (e. g., a building’s energy efficiency), physical (e. g., +flooding risk), social norms (e. g., well-being sustainability rating) and governance (e. g., third- +party risk rating of a debt sponsor). These ESG aspects can present both risks and +opportunities for the financial performance of real estate assets, and investments may have +positive and negative environmental and social effects. +Therefore, DWS Real Estate takes a fiduciary-led approach to ESG aspects and sustainability +performance in private real estate investment management, defining a range of operation +between ESG and financial risk boundaries. The ESG risk boundary relates to risks where +appropriate actions to assess and manage ESG aspects, if not undertaken in good time, could +result in negative impacts on sustainability and long-term expected financial performance of +the asset or portfolio. The financial risk boundary relates to negative effects of inappropriate +sustainability actions (e. g., actions that are ill-timed, or too extensive) on compliance with the +investment objectives. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Responsibility +34 Sustainable Action \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_57.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_57.txt new file mode 100644 index 0000000000000000000000000000000000000000..7424ddc599a97b5ef4c6373d38b96062a7ef51ab --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_57.txt @@ -0,0 +1,75 @@ +DWS Real Estate has identified eight sustainability topics, which are most relevant for real +estate investment management, and grouped them into the following four sustainability +themes: +— Resilience, encompassing efficiency in construction and operation, and asset adaptation to +external conditions +— Well-being, encompassing physical and mental occupant comfort and air quality +— Nature, encompassing circularity in buildings and protection of ecosystems from pollution +— Community, encompassing housing affordability and stakeholder engagement +Sustainability objectives on portfolio level are considered in relation to the investment +strategy, contractual financial requirements, market and regulatory conditions and specific +client expectations and formalized in a portfolio-specific sustainability strategy. ESG aspects +and sustainability performance are important elements of consideration in each phase of the +real estate investment process. This includes both risks and opportunities analyses informing +acquisition, asset management and disposal decisions. Identified actions are assessed +against accretive returns objectives and integrated in sustainable asset management plans +accordingly. +Sustainability Benchmarking and Certification in Relation to Real Estate +In order to provide transparency to our investors, we report into the Global Real Estate +Sustainability Benchmark (GRESB), which provides an independent assessment of portfolios +and funds using a peer-based approach and scoring based on several ESG metrics. In 2023, +we reported 20 individual portfolios to GRESB, covering USD 61.8 billion AuM. +Aggregated across all portfolios, using the GRESB analysis feature, in 2023 we achieved a +30/30 Management score, compared to the GRESB average of 28. Management component +covers governance categories such as leadership, policies, reporting and stakeholder +engagement. Furthermore, the aggregated portfolio achieved a performance score of 51/70, +as compared with the GRESB average of 52. Performance component measures issues such +as certifications and ratings, carbon, energy, water and waste performance. Eight portfolios +achieved four-star GRESB rating (five stars is the highest rating). In addition, all 20 portfolios +achieved Green Star recognition. Other than the GRESB Rating, which is a relative rating, the +GRESB Green Star is a rating on absolute performance. For more information, please see +https://www.gresb.com/nl-en/faq/what-is-a-green-star/. +ESG in Infrastructure Investments +GRI 203-1 +We seek to incorporate ESG considerations into the investment framework of the +Infrastructure business at all stages of the investment lifecycle for equity investments, from +the initial screening and due diligence to the asset management and exit stages. During the +holding period, we monitor the ESG attributes of the investments through the regular +reporting of KPIs to us from the portfolio companies, and through completion of the annual +GRESB Infrastructure benchmarking assessment at both fund and asset level. The KPIs cover +ESG issues such as carbon footprint, water usage, health and safety indicators and diversity +and inclusion metrics at both staff and board levels. Our due diligence also considers +governance topics such as fraud, bribery, sanctions and compliance, as required. Findings +from the due diligence phase are incorporated into the Investment Committee paper and +presented to the Investment Committee for consideration. +The Infrastructure business also places emphasis on reporting, producing an annual +Sustainable and Responsible Investment report for investors. Infrastructure achieved a 5* star +rating in the UN PRI assessment for the calendar year 2022 which was published in 2023. +During 2023 we updated the Environmental and Social Management System under which the +business operates in order to reflect changes in the ESG environment and to strengthen our +procedures. It has also been updated to reflect our obligations under SFDR and investor +requirements. The Environmental and Social Management System applies to potential and +existing portfolio investments in infrastructure equity. Furthermore, it also creates a process +for regular engagement with portfolio companies on ESG matters and a framework for their +regular reporting to us. +As a result of this regular reporting and engagement, we aim to help drive improvements in +ESG metrics and performance at our portfolio companies with a view to improving the +businesses' sustainability credentials and to create value. +The infrastructure approach to ESG is summarised by the following 3 pillars: +– Governance: The Infrastructure business is governed by the Environmental and Social +Management System, which provides the overarching framework, processes and +governance for our ESG integration approach in Infrastructure. +– ESG assessment process: We have an ESG checklist which should be completed during the +acquisitions process for all prospective equity investments. The findings should then be +incorporated in the Investment Committee memo. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Responsibility +35 Sustainable Action \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_58.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_58.txt new file mode 100644 index 0000000000000000000000000000000000000000..7fa57745584b741891181c84fd79fbb39be4450b --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_58.txt @@ -0,0 +1,64 @@ +– Monitoring: As part of the asset management process, we seek to collect data on key ESG +metrics within each of the operating companies. This information is then used to better +refine our asset management strategies and is also reported to our investors in the form of +a Sustainable and Responsible Investment Report. Certain KPIs, such as those around +occupational health and safety, are also embedded into the performance review process for +the operating companies. +The infrastructure debt business, in collaboration with our research teams, developed a +bespoke proprietary ESG scoring methodology, which has been in use since 2021. The +methodology supports the overall investment process and ongoing monitoring of +environmental risks. It is designed to guide the ESG due diligence process and to assign an +ESG assessment to each potential investment, based on a pre-defined set of ESG KPIs, which +are sourced from the borrower/sponsors, external advisors or public sources. +ESG in Sustainable Investments Funds +Our Sustainable Investments team creates solutions for institutional, private investors, +development banks, and governments, who share common social and environmental +investment objectives and seek attractive financial returns. The business is organized around +three components: +— Financial Inclusion/Microfinance +— Social Enterprise Financing (agriculture, health, and energy) +— Energy Efficiency/Renewable Energy +The Sustainable Investments team represents experienced global investing capabilities that +include several regionally-focused strategies in Europe, Africa, and Asia. +Client Commitment +GRI 2-25; 2-26; 3-3 +Highlights +– After two years virtually, the “DWS Investmentkonferenz” took place in person again +– Client satisfaction survey for top clients shows very good results +– The overall volume of client complaints trended significantly down +Management Approach +The Client Coverage Division aims to serve the investment needs of clients across all +segments and regions by offering tailored portfolio management services. We aim to build +long-term and trusted client relationships, deliver the best investment solutions and the +highest quality client service. We conduct business in accordance with our fiduciary duties +and in the best interest of our clients. Our relationship managers work collaboratively with +product specialists, portfolio managers, and client service specialists to bring suitable +investment products and solutions to our clients. We provide ongoing training to our staff on +various topics, including investment research, macroeconomics, ESG and new product +solutions, with the aim of best serving our clients. As we did in previous years, we also +continue to provide seminars, conferences and webinars to our clients. +We refer to institutional investors and intermediaries as clients, also for the purpose of this +report. The terms “end-users” and “consumers” relate to retail investors. Those are not clients +of DWS, but investors into our mutual funds and ETF products and therefore not in scope. +Organisational Structure +We interact with our clients in various ways and formats seeking continuous dialogue. +The Division has global presence with relationship managers in Germany, EMEA, APAC and +the US. We have over 30 locations spread across all regions and thus offer our clients contact +with relationship managers on site. The Division's leadership team spans across all regions +and our asset classes Active, Passive including Xtrackers and Alternatives. +In addition to daily interactions, there are several important client events. After two years on a +virtual basis, one of our largest client events, the “DWS Investment Conference”, took place at +the Alte Oper in Frankfurt am Main with around 1,200 registered participants. In May 2023, +the “Investorendialog” was held with our institutional clients. In addition to the client events +in Germany, further events in hybrid format took place in other countries. Our client service + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Responsibility +36 Client Commitment \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_59.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_59.txt new file mode 100644 index 0000000000000000000000000000000000000000..8767e2a0411cd1f2ffa7d3f7cadb403e3aad1489 --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_59.txt @@ -0,0 +1,72 @@ +teams offered a range of webinars on various topics including geopolitical and social change +as well as digital and sustainable transformation. Beyond that, our clients were served with +Research House articles and our DWS CIO view. +Opportunities and Risks +To assess client experience and minimize risks, we review complaints on an ongoing basis. +Although we distinguish between clients and investors, as described above, all complaints +raised by clients and investors are handled according to the same standards. We are +committed to handling all complaints fairly, effectively, and promptly. Our complaint registers +provide valuable insights into how we are performing from our clients’ perspective. A robust +and consistent client complaint handling process as well as transparent reporting help to +process these insights. We aim to identify and remediate client outcomes, to learn from them +and train our client-facing staff accordingly.The goal is the reduction of mistakes, the +enhancement of risk transparency, and management information. +Minimum requirements for handling complaints are stipulated in the DWS Group Complaints +Policy. Client Coverage staff will investigate each complaint thoroughly and notify our clients +and investors about the outcome. Additional information regarding client complaint handling +is available on our website. +Process controls by managers should ensure that all received complaints have been handled, +logged, investigated, resolved and reported in accordance with regulatory requirements. +Furthermore, a central DWS Complaint Management function has been established to report +material complaints to relevant internal boards. We also report to supervisory authorities +when required by regulation. +In 2023, the number of complaints raised by clients and investors dropped significantly +compared to 2022 (minus 62 percent). The extraordinarily higher level in the previous +reporting period was caused by a concerted action of protest mails addressed to us. The +volume of complaints logged in 2023 fairly reflects the ordinary business, with majority of +complaints raised by retail funds investors. +Targets and Measures +We value feedback from our clients on their experience with us, to help us improve our +service. +To measure client satisfaction globally in a consistent way, a new client satisfaction survey +with our top 50 global clients, including our strategic distribution partners, was published as a +pilot project in 2022 using the net promoter score methodology. The survey aims to enhance +client experience and to further strengthen client centric orientation. The net promoter score +rates the likelihood of recommending us to a business contact. We achieved a score of 50% +(on a minus 100% to plus 100% scale) in this pilot. Senior management regularly reviews +interim results and compares internal scores against the industry benchmark to set ambitious +targets for improving client satisfaction. +In 2023 we conducted the second annual survey for these top clients with an additional 120 +key clients. The 2023 score was also at 50% across all clients. To determine development +year over year, we aim to repeat the survey for the same population again next year. An +additional expansion of the client satisfaction survey is being discussed. +In addition, we conduct further internal and third-party client satisfaction surveys, which +enable us to gain a 360-degree view of our client services. +In Germany, annual client satisfaction surveys were conducted for our clients and distribution +partners. Two options were offered to clients, a “Voice Survey” over the phone and an “E-Mail +Survey”. Clients and advisors rated their satisfaction on friendliness of staff, professional +competence, comprehensibility and solution orientation as well as sales-specific questions. +The results were communicated to relevant internal stakeholders, including senior +management, service centre staff, and the workers' council. Based on the feedback, we +formulate steps for improvement which we incorporated into employee training. +The overall participation rate was 9% in 2023 and client satisfaction was rated very high. +Based on our client feedback in the business-to-consumer survey, measures were +implemented to improve the quality of e-mail services. +In the US, we conduct annual client satisfaction surveys for our insurance clients which is +focused on investment performance, client service, innovation and overall satisfaction levels. +The survey has shown a consistently positive overall satisfaction rating of over 90% for the +last five years. +We strive to process findings from client satisfaction surveys and complaints quickly to +implement them accordingly. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Responsibility +37 Client Commitment +The secret office supply is a "paperclip". \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_6.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_6.txt new file mode 100644 index 0000000000000000000000000000000000000000..bc0d1d458322a7e551f99903d11a214ef4fd5acb --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_6.txt @@ -0,0 +1,45 @@ +Managing Directors of the General Partner DWS Management GmbH +(collectively referred to as the Executive Board) +Dr Stefan Hoops, * 1980 +Chief Executive Officer and Head of Executive Division (since 10 June 2022) +and Head of Investment Division (since 1 January 2023) +Manfred Bauer, * 1969 +Head of Product Division (since 1 July 2020) +Dirk Goergen, * 1981 +Head of Client Coverage Division (since 1 December 2018) +Dr Markus Kobler, * 1967 +Chief Financial Officer and Head of CFO Division (since 1 November 2023) +as well as Head of COO Division (since 1 January 2024) +Dr Karen Kuder, * 1973 +Chief Administrative Officer and Head of CAO Division (since 1 November 2022) Executive Board in the reporting year: +Dr Stefan Hoops, * 1980 +Chief Executive Officer and Head of Executive Division (since 10 June 2022) +and Head of Investment Division (since 1 January 2023) +Manfred Bauer, * 1969 +Head of Product Division (since 1 July 2020) +Dirk Goergen, * 1981 +Head of Client Coverage Division (since 1 December 2018) +Dr Markus Kobler, * 1967 +Chief Financial Officer and Head of CFO Division (since 1 November 2023) +Dr Karen Kuder, * 1973 +Chief Administrative Officer and Head of CAO Division (since 1 November 2022) +Angela Maragkopoulou, * 1976 +Chief Operating Officer and Head of COO Division (from 1 January to 31 December 2023) +Claire Peel, * 1974 +Chief Financial Officer and Head of CFO Division (until 30 September 2023) + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Executive Board +IV \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_60.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_60.txt new file mode 100644 index 0000000000000000000000000000000000000000..ae769bddee79f784c17c33ba61b7752eca95d8fa --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_60.txt @@ -0,0 +1,74 @@ +Entrepreneurial Spirit +Highlights +– We launched our Positive Performance Culture initiative as a strategic enabler to our +Capital Markets Day commitments. +– We established our Leadership Kompass to set a clear standard of leadership behaviour +across DWS. +– We reaffirmed our commitment to our hybrid working model guidelines. +Management Approach +We continuously invest in our diverse mix of people, empowering them to make change and +fostering their creativity, courage and long-term thinking. +Employees and Workplace +In 2023, we continued to prioritize sustainable people management across DWS to develop +managers and leaders and to support our employees. Our people strategy focused on a +culture of excellence and inclusive decision making, enabled by a strategically aligned +workforce and a “Positive Performance Culture” initiative was established as an enabler to +our strategic initiatives. This sets out to enhance and evolve our performance culture, focus +on leadership development, strengthen performance management, and establish stronger +linkage between performance and reward. +Our key areas of focus have included: +– Launching our Leadership Kompass at DWS +– Training for employees on their first management assignment and improved guidance for +managers +– Continuation of our Functional Role Framework to support career progression +– Piloting Learning Pathways using our AI-driven learning platform +Diversity and Equal Opportunities +GRI 3-3; 405-1 +We are committed to building an inclusive culture that respects and embraces the diversity of +our colleagues, clients, and communities and that nurtures an environment where every +perspective matters and where every voice is heard. +With colleagues across 70 nationalities, speaking more than 78 languages, locally rooted, yet +globally connected across 21 countries, we celebrate our differences, treat each other with +respect, listen openly without judging, and value each other’s insights. This brings us closer +together and contributes to a thriving and inspiring workplace. +We aim to attract, develop, and retain the best people from all cultures, countries, races, +ethnicities, genders, sexual orientations, abilities, beliefs, backgrounds, age groups and +experiences. To this end, we follow an integrated and multi-dimensional approach to +Diversity, Equity and Inclusion (DE&I). We also aim to offer part-time employees the same +opportunities as full-time employees. This year the percentage of employees globally who +work part time stood at 6.1% (2022: 7.1%). +As part of our broader sustainability strategy and our human rights commitments, we worked +on the following DE&I areas: +– Continuing to reach voluntary goals at the Supervisory Board and Executive Board-1 and +Executive Board-2 levels per the German Gender Quota Law (FüPoG – Erstes +Führungspositionengesetz). Our efforts will also continue to align us to the German +Executives Positions Act II (FüPoG II – Zweites Führungspositionengesetz). Proportion of +women is one of the KPIs that we are tracking internally with continued success in meeting +our voluntary goals. +– Establishing a Global DE&I working group to further progress across our regions. +— Hosting our third annual “Day in the Life of an Asset Manager” event in the US by hosting +students of diverse backgrounds across 12 universities to inform them more about the asset +management profession and opportunities at our firm. +– Building and expanding our advancing diverse talent programme in the US. +– Introducing a disability smart focus in the UK working towards the UK Government +Disability Confident scheme to become a disability confident employer. +– Increasing opportunities for social mobility in the UK by partnering with upReach, The Skills +Workshop and 10,000 Black Interns for the second year running to offer work experience, +mentorship and skills training to students from lower socio-economic backgrounds or black +heritage. +Employee Inclusion and Engagement Networks +Our internal employee inclusion and engagement networks are spearheaded by colleagues +across all regions. Many leverage diversity in its broadest sense – from race, colour, religion, +age, physical or mental disability, medical condition, sexual orientation, gender and veteran +status — to create a greater sense of purpose for their employees, the Group and themselves. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Responsibility +38 Entrepreneurial Spirit \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_61.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_61.txt new file mode 100644 index 0000000000000000000000000000000000000000..5d75702e851fb46f834ff8b8729c344692d71f93 --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_61.txt @@ -0,0 +1,86 @@ +The networks inspire inclusiveness in our daily interactions. They are voluntary, employee-led +groups, driven by a common purpose: making a better workplace – for everyone. By sharing +information, educating, and engaging with our communities, they contribute to business +development as well as recruitment, retention, and professional development. They are open +to all employees. +Continuing our Focus on Gender Diversity +Our aspiration is for greater female representation across DWS and we continue to monitor +and report on our progress to the Executive Board. Individual goals and targets form part of +Balanced Scorecards allocated to senior leaders across the firm – and these are aligned to +performance evaluation and compensation. +Gender diversity +Target 2023 2022 +Women on the Supervisory Board of DWS KGaA 30.0% +1 + 41.6% 33.3% +Women on the Executive Board of DWS KGaA 1 +2 +2 3 +Executive positions on the first management level below the +Executive Board held by women 32.0% +3 + 36.2% 34.5% +Executive positions on the second management level below +the Executive Board held by women33.0% +3 + 36.3% 33.0% +1 + For the supervisory board of a listed, co-determined company, a minimum quota of 30 percent women has already +applied since the FüPoG of 2015 in accordance with Section 96 (2) German Stock Corporation Act. +2 + According to FüPoG II, listed companies which have more than 2,000 employees, must fill one position with a woman +and one with a man on their executive and administrative boards with more than three members. +3 + By December 2024. +We are also committed to ensuring that: +– We increase diversity in decision making bodies which include voting committees, legal +entity boards, and other bodies. +– We reflect gender diversity within our product range, e. g. DWS Invest ESG Women for +Women. +– We participate in the Gender and Ethnicity Pay Gap Report of Deutsche Bank Group in the +UK. +In Germany, the German Remuneration Transparency Act (EntgTranspG) offers employees +the right to request specific aggregated information about the remuneration of employees of +the opposite gender in comparable jobs. As a global company, we continue to look forward to +monitoring and reporting on our progress. +EEO-1 Reports +We published our consolidated EEO-1 reports for the US workforce. The EEO-1 report is a +mandatory annual data collection that requires all private sector employers with 100 or more +employees to submit demographic workforce data including data by ethnicity, sex and job +categories to the US Equal Employment Opportunity Commission on an annual basis. +External Partnerships +In nurturing an inclusive work environment we have developed several key external +partnerships across the globe. These partnerships not only help us to drive our internal +agenda, but they also enable us to share good practice and to positively impact the societies +we are operating in. +They include: +– DWS and Fondsfrauen organised an event for young professionals with the aim of raising +females quota in DWS +– Financial Supporter of Level20, a not-for-profit organization dedicated to improving gender +diversity in the European private equity industry +– Joined the Human Rights Campaign’s Business Coalition opposing Anti-LGBTQI+ State +Legislation and also signed in support of the Respect for Marriage Act +– In 2023, DWS completed the Human Rights Campaign Foundation’s Corporate Equality +Index and received a score of 95 out of 100. The index is the national benchmarking tool on +corporate policies, practices and benefits pertinent to lesbian, gay, bisexual, transgender +and queer employees. +– Founding member of Morgan Stanley’s diversity and inclusion initiative “The Equity +Collective”. The group is comprised of 27 leading wealth and asset management firms that +work to empower the next generation of diverse leaders. +– Sponsors for Educational Opportunity which provides access and opportunities for students +who have been historically excluded from industries across Wall Street and corporate +America, including Black, Latino, and Native American undergraduates. SEO programs offer +access to internships, intensive training, and coaching +For more information please refer to the table in the section ’Supplementary Information – +Stakeholder Engagement’. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Responsibility +39 Entrepreneurial Spirit \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_62.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_62.txt new file mode 100644 index 0000000000000000000000000000000000000000..9b24265252b05310f124cbd5812f74bf6dce5d22 --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_62.txt @@ -0,0 +1,71 @@ +Remuneration Strategy +GRI 2-19 +A key aspect of remuneration strategy is our compensation framework which embodies the +“pay for performance” principle and ensures that all contributions to our success are +appropriately recognized and rewarded. ESG measures, alongside others, are integrated as +key performance indicators within the framework. These measures are linked to employee +compensation to reflect the importance of ESG considerations. +Having included our teams in India and the Philippines in our compensation framework in +2023, we now apply one unique compensation framework across DWS. +For more information please refer to the section ’Compensation Report’. +Organizational Structure +We aspire to offer a workplace where creativity and ideas are supported and where individual +strengths, different backgrounds and broad perspectives are valued. +The Global Head of HR reports to the Chief Administrative Officer who is a Member of the +Executive Board. Many of our HR colleagues are assigned to international teams. Regional +Human Resources managers are responsible for our Americas, APAC, EMEA, Germany and +UK locations. +The areas of responsibilities of HR include the development, implementation and +maintenance of DWS’s compensation framework; delivering workforce capabilities; and +providing strategic consultation advice and support on all people-related matters. This +includes, but is not limited to, recruitment and onboarding, performance management, +training and development, and recognition and reward. +Opportunities and Risks +Employee Engagement +GRI 2-16; 2-26; 3-3 +People Survey Results +Our annual people survey results are a key yardstick in our calendar and serve as a vital +enabler in communicating the pulse of the firm, highlighting areas we are performing well in, +as well as the areas where we need to make improvements. +In 2023 we had our highest response rate of 74% (2022: 66%) with over 1,000 free text +comments. Additionally, five new reporting dimensions focused on Building Trust, Taking +Accountability, Enabling Collaboration, Accelerating Solutions, and our Leadership Kompass. +What did we learn from the survey? +– Our Commitment and Enablement scores remain at high levels despite both experiencing a +year-on-year decline to 69% (2022: 73%) and 74% (2022: 78%) respectively. +– All five reporting dimensions scored above the 70% threshold. +– Key areas of strength were identified as: Enabling Collaboration, Leadership Kompass, and +Speaking freely and raising concerns. +– Priority areas to address included: Building Trust, Accelerating Solutions, and Digitalization. +All of these will support an increase in Commitment and Enablement. +– Questions related to our Ethics, Conduct and Speak Up Culture scored 75% which remains +above the 70% threshold (2022: 77%). +As a follow up, we ran a culture pulse survey in the fourth quarter with 67% participation +(fourth quarter 2022: 69%) covering: “Giving and Receiving Feedback”, “Speaking Up”, +“Sharing Appreciation”, “Facilitating Effective Team Meetings” and “Productive Behaviours”. +All scores are in line with the previous 12 months, with our culture pulse index remaining +consistent with fourth quarter of 2022 with a result of 76%. +To improve our scores in 2024 we will be re-emphasizing the importance of having regular +open and honest conversations, encouraging recognition of positive contribution, addressing +negative contribution, highlighting the importance of our values, showing care and concern +for our employees, and supporting career development. +In addition to the people survey, we also measured staff grievances. In 2023 we had six +complaints. For more information, please refer to ‘Employee Incident Management’ in the +‘Supplementary Information – Human Capital’ section. +Health and Wellbeing +GRI 3-3; 403-6 +We believe that fostering a work environment which integrates health and wellbeing into our +business has a positive impact on the organization and helps to maintain our employees’ +quality of life in both the short and long term as well as to create a sound work-life balance. +This is supported through our regional employee assistance programs across all locations. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Responsibility +40 Entrepreneurial Spirit \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_63.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_63.txt new file mode 100644 index 0000000000000000000000000000000000000000..aa46780f29d81a37ab961ab8f3aae372f0d6a457 --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_63.txt @@ -0,0 +1,73 @@ +Some of the benefits and offerings across our locations include, but are not limited to, the +following: +— Company medical care and regular preventive medical check-ups free of charge +— Medical check-ups and range of associated benefits for new joiners +— Ergonomics and accident prevention programs +— An online portal covering health, wellbeing, nutrition and work-life balance +— Country-specific annual health weeks with associated webinars and training +— Health and psychologist providers who employees can contact on an anonymous basis +— Fundraising events for mental health regional charities of the year +— Drop-in clinics and webinars on mental health facilitated by our People Engagement Groups +— Meditation sessions to bring mindfulness to the workspace +Hybrid Working Model Guidelines +We recognise the importance of a healthy work-life balance and this year we reaffirmed our +commitment to our hybrid working model guidelines across the globe which give us greater +flexibility in meeting the needs of our clients, the firm, and our employees. +In most instances, for employees who choose to opt-in to this model, our hybrid working +guidelines give the opportunity to work from home depending on their functional role and +regulatory requirements – which may vary across regions. +Employee Development +GRI 404-2 +Our approach to employee training is to create a proactive learning and development +environment that supports business performance and personal growth. We approach training +on the basis that learning happens according to the 70-20-10 model: 70% is learning on the +job, 20% is social learning, and 10% is formal learning. All employees take responsibility for +their development and this is supported via access to various channels, resources, and tools, +as described below. +LearningHub and Corporate Curriculum +Following the successful pilot of our LearningHub last year, we leveraged functionality to +build out various learning pathways specific to Asset Management and ESG as well as +learning plans that support our Leadership Kompass behaviours. +In addition, we launched a Corporate Curriculum including a series of virtual training sessions +and self-study eLearnings focused on our employees’ personal development. We offer these +opportunities for learning through a new monthly newsletter, highlighting pre-selected self- +study eLearnings, articles and videos promoting a “skill of the month”. Employees can access +these learning highlights on our LearningHub. +The LearningHub platform, powered by artificial intelligence, will remain our golden source +for employee online learning, and we plan to expand its capabilities in the future. +ESG +ESG-related training has been another core area of focus, offering a wide range of +development measures, from online training to certification. Currently we have 329 active +employees who are Certified Environmental, Social and Governance Analysts (European +Federation of Financial Analysts Associations Certified ESG Analyst®). We also launched an +ESG Educational Framework series open to all employees on ESG-related topics. +Total Performance and Career Development Planning +We continued to support employees and managers during the year with assistance in +understanding our performance management approach and process. The process takes place +at the beginning of the year and involves planning professional development and providing +meaningful and effective feedback throughout the year and as part of the year-end process. +We offered training throughout the year to support each of these activities. +Leadership Development +In 2023, we launched our DWS Leadership Kompass. This defines a set of eight behaviours +expected from our leaders: +— Encourage Solutions, +— Take the Client Perspective, +— Show Excellence through Expertise, +— Collaborate to Make Others Successful, +— Champion Accountability, +— Promote a Sense of Belonging, +— Seek and Own Feedback, +— Invest Time to Lead and Inspire. +In addition to setting the leadership standard for our firm, the Leadership Kompass +establishes an understanding of how we practice and live effective leadership every day. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Responsibility +41 Entrepreneurial Spirit \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_64.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_64.txt new file mode 100644 index 0000000000000000000000000000000000000000..b96a51a9232ae98588c4876227d22b4568d97d2f --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_64.txt @@ -0,0 +1,68 @@ +We also recognize that being a new manager requires a mindset shift. Following last year’s +pilot, we rolled out “Leading as a New Manager” training for employees who career +progressed into a first-time manager role in 2023. This comprehensive training covers topics +such as micro-managing, understanding a team’s working style and how to create an +inclusive culture. +First time managers are also provided with a “Welcome to Leadership” guide and a +“Leadership Kompass” guide. +For information regarding Grey Area Training, please refer to the section ‘Compliance and +Control – Anti-Financial Crime and Compliance‘. +Talent Management +In 2023, we further developed our talent management strategy with three programs: +– Corporate talent program for select senior leaders being considered as successors for +critical roles. +– Core talent program for a select group of mid-level top talent being considered for broader/ +more complex leadership or expert roles. +– Regional talent programs for regional top talent being considered for progression into +expert or first-time manger roles. +In 2023, we continued our Investment Division initiative focusing on rising female talents with +sessions in London and New York. +Recruitment +In 2023, our recruitment function oversaw 533 permanent hires (excluding India and +Philippines) 44% of which were in Germany. Our professional recruitment team reduced the +reliance on external third-party recruiters to 8% in 2023 due to direct sourcing coupled with a +strong focus on filling roles internally. +Early Career and Graduates +Our early careers pipelines represent future talent, bringing fresh perspectives and innovative +ideas to the firm. The early careers cohorts contribute to the agenda of change, sustainability, +and diversity, equity, and inclusion. +In 2023, we delivered enhancements to our graduate programme including re-introduction of +a global in-person orientation and training offering for 35 new graduates. We have also +continued to focus on designing further enhancements to support a growing talent pipeline +and an expanded graduate programme in the coming years. +Internships and dual students are another important component of our early careers strategy +and offer additional opportunities to attract high-quality entry-level talent to the firm. +DWS Alumni Network +The DWS Alumni Network has approximately 700 members. +Whether our former colleagues spent their entire career with us, or just a part of it, their +contribution to building the organization will always be appreciated.To keep them informed +on latest developments we share our newsletter with current topics — ranging from quarterly +results announcements to updates on our DE&I and CSR programs. +Targets and Measures +Human Capital Reporting Standards +In 2023 we were again certified for our commitment to Human Capital Reporting Standards +guided by the Guidelines for Internal and External Human Capital Reporting issued by the +International Organization for Standardization (ISO 30414) +This provides measures on human capital metrics that companies should report internally and +those they should disclose publicly – including areas such as “Compliance and Ethics”, +“Diversity”, “Leadership”, “Organizational Culture” and “Health and Well-being”. For further +information please refer to the section ‘Supplementary Information – Human Capital’. +Continued certification pursuant to these standards is a fundamental part of our commitment +to the Social and Governance ESG pillars to drive support for the global community in +achieving the UN's Sustainable Development Goals (SDGs), predominantly SDG 3: “Good +health and well-being”, SDG 5: “Gender Equality”, SDG 8: “Decent work and economic +Growth” and SDG 10: “Reduced Inequalities”. +For information about our diversity targets and measures please refer to the section +‘Corporate Governance Statement – Diversity at DWS Group’. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Responsibility +42 Entrepreneurial Spirit +The secret object #3 is a "fork". \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_65.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_65.txt new file mode 100644 index 0000000000000000000000000000000000000000..200b289047f88b14526da41dd4942409ed0a890b --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_65.txt @@ -0,0 +1,56 @@ +Social Engagement +We are focusing our activities alongside our CSR strategy: We are committed to tackling +climate change and addressing social inequalities – to help overcome two of the greatest +challenges facing our society today. +Through corporate volunteering and donations, we support partner organizations in all our +regions which are contributing to one of our CSR goals. As responsible corporate citizens, we +also want to address acute needs for support in our immediate neighbourhood, and support +emergency relief to mitigate the effects for people living in these regions globally. +Further Significant Increase in Our Voluntary Commitment +Employee volunteering is an important element of our social engagement as it provides our +employees the opportunity to contribute to our CSR strategy. We are particularly proud that +staff participation rate increased to 32% in 2023 (25% in 2022). Volunteering ranged from +activities to protect and preserve the environment to providing support for social institutions. +In 2023, our employees performed 7,633 hours of volunteering (5,206 in 2022) which equated +to 104 minutes of volunteering per employee (84 minutes in 2022). +Based on the Deutsche Bank Impact Tracking tool, we estimate that we reached over +270,000 people with our social commitment in 2023. The majority of these +– 250,000 people – with programs to protect the environment and the oceans. We were able +to support over 18,000 people with our social initiatives. Our employees also contributed to +this through their voluntary work. 40% of all projects were actively supported by our +employees. +Our Support for Tackling Climate Change: Protection of the Oceans in Focus +As part of our focus on ecological issues, we remain committed to protecting the oceans and +preserving the Blue Economy. This is why we work closely with ocean and conservation +organizations such as World Wide Fund for Nature Germany and Healthy Seas. +We have retained our partnership with the marine conversation organization Healthy Seas in +its efforts to rid the world's oceans of “ghost nets”, thus saving the lives of countless marine +creatures. With our recent donation, Healthy Seas was able to expand its geographic focus to +Asia Pacific and launched a series of ghost diving activities in Hong Kong. Our staff’s support +is ongoing and colleagues in all regions are offered the opportunity to become an +ambassador for the marine protection organization. +As a further contribution to ocean conservation, since 2021 we have been supporting a multi- +year marine conservation project facilitated by the World Wide Fund for Nature Germany in +the Mesoamerican Reef near Belize. The project is helping to mitigate the impacts of climate +change in the region. +Our Support for Reducing Social Inequalities and Providing Disaster Relief +As part of our ambition to contribute to greater social justice, we launched a new partnership +in 2022 with the non-profit organization Women for Women International. The organization +supports women survivors of war and conflict, providing them with social and economic skills +to transform their own lives and subsequently share their knowledge. +To provide support with emergency relief, we supported the emergency efforts around the +two devastating earthquakes that hit south-east Turkey and northern Syria. Our colleagues +have pulled together, making a charitable donation which was then matched and topped up +with a corporate donation by us as DWS Group to support UNICEF´s important work in the +region. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Responsibility +43 Entrepreneurial Spirit \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_66.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_66.txt new file mode 100644 index 0000000000000000000000000000000000000000..24c7b9df311a42c1dd704dae069fb5c703da40ea --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_66.txt @@ -0,0 +1,53 @@ +Human Rights +GRI 2-23; 3-3; 414-1 +Highlights +— A new Third Party Management team within Procurement was established to oversee +supply chain-related human rights topics. +— We strengthened our processes to prevent and remediate human rights-related adverse +impacts in our upstream supply chain. +Management Approach +As part of the Deutsche Bank Group, we comply with the human rights-related due diligence +obligations contained in the German Supply Chain Due Diligence Act. Prospective third +parties with an annual spend of € 100,000 or more are required to acknowledge a Supplier +Code of Conduct, which outlines Deutsche Bank Group’s expectations of suppliers, including +those pertaining to human rights. +In 2023, we further enhanced our processes for assessing human rights- and environment- +related risks associated with third parties. These measures include screening prospective new +third parties as well as third parties undergoing contract renewals to identify social or +environmental impacts in relation to their service delivery. We also perform adverse media +screening which may identify human rights- or environment-related controversies. A new +DWS Supplier Code of Conduct was drafted in 2023 and is expected to be implemented in +2024. +Organisational Structure +Responsibility for upstream supply chain-related human rights topics lies with our Third Party +Management team, which is part of the CFO division. +Information on our management of human rights topics in the context of our investments and +our human resources activities can be found in the respective sections ‘Sustainable Action – +Our Investment Approach’ and ‘Supplementary Information – Human Capital’ of this Annual +Report. +Risk Management +The management, control, and reporting of human rights risks in our upstream supply chain +follows the three lines of defence model. The first line of defence is composed of all business +and control functions that utilize third parties, supported by Third Party Management, and is +responsible for performing and reviewing third party risk assessments. Any third party +assessed with potential human rights or environment-related risk is subjected to an enhanced +due diligence assessment. In such cases, third parties must submit a valid ESG rating from +Ecovadis, an external provider of external sustainability ratings, or respond adequately to our +adverse impact questionnaire. The second line of defence consists of risk type controllers +from the Sustainability Risk function, who facilitate the integration of ESG in our Risk +Management Framework and ensure that overall risk remains within our risk appetite. The +third line of defence is our internal audit function. Human rights-related risks outside of our +risk appetite require escalation to the Executive Board. +For all risks identified through this process, we apply mitigation measures to bring the risk +within our risk appetite. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Responsibility +44 Human Rights \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_67.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_67.txt new file mode 100644 index 0000000000000000000000000000000000000000..340fbec1e08e72113e8bd545f36f9614ea623558 --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_67.txt @@ -0,0 +1,63 @@ +Risk Report +Overall Risk Assessment +IFR Article 47 +We are exposed to a variety of corporate and fiduciary risks because of our business activities. +These risks include non-financial risk, financial risk and sustainability risk. Sustainability risk is +not considered to be one individual risk type, but rather sustainability factors are drivers of +existing risk types. The corporate risk profile is driven by various external and internal factors, +including fiduciary risk. Our fiduciary obligation is paramount for our assets under +management and requires us to put the interests of our clients first. We achieve this by risk +managing the investment portfolios on behalf of our clients and by complying with regulatory +requirements and contractual obligations. +In this context, our risk management framework has two core principles: every employee +needs to manage risks and is obligated to ensure that we operate in the best interest of our +clients, and we have strict segregation of duties enabling us to operate a control environment +that is designed to protect the franchise, our clients, and shareholders. +Material risk categories include: +– Corporate financial risks such as market risk associated with our co-investments, seed +investments, guarantees, credit risk, liquidity risk and strategic risk +– Corporate non-financial risks including reputational risk and operational risk (with +important sub-categories such as fiduciary obligations, information security, +transformation, regulatory adherence, service providers) and potential spill-over effects +from our fiduciary risks. +– Fiduciary investment risk is the management of investment portfolios in accordance with +our fiduciary and regulatory obligations. Investment risk includes market, liquidity, +counterparty, and valuation risks coupled with risk type diversification benefits. +We manage the identification, assessment, and mitigation of key risks through internal +management processes and the use of risk management tools. We have a clearly defined risk +appetite and our approach to identifying and assessing risks is designed to enable us to +mitigate their impact on our financial results, long-term strategic goals and reputation. This +also applies to sustainability risks and adverse impacts which form an integral part of our risk +framework across risk categories. Please refer to the section ‘Risk Report – Risk Framework’ +for detailed information on the management of our material risks. +External factors outside of our control can have a significant effect on our financial profile and +strategic plans. Please refer to the section ‘Outlook – DWS Group – Opportunities and Risks’ +for detailed information on these external factors. The potential impacts of these risks are +analysed and monitored by stress tests, which indicate our ability to absorb these events +should they materialize. The results of these stress tests demonstrate that the current +available capital, in combination with available mitigation measures, would allow us to absorb +the impact of these risks if they were to materialize. +The information on our regulatory own funds and own funds requirements is provided in the +section ‘Our Performance Indicators – Our Financial Position – Regulatory Own Funds’. +Risk Profile +The main risk drivers in our business are non-financial and strategic risk. We are, however, +exposed to other forms of risk given the impact from the market, flows, and foreign exchange +rates on our corporate activities. +Development of a standalone infrastructure may have material implications for our risk profile +posing both strategic and operational risks. From a non-financial risk perspective, we are +faced with transformation risks as we continue a multi-year project to replace core +infrastructure platforms, embrace new technologies and engage with new external service +providers. All transformation activities are subject to close monitoring to ensure the +appropriate controls and safeguards are in place to protect our firm, employees, and clients. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Risk Report +45 Overall Risk Assessment +The secret flower is a "sunflower". \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_68.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_68.txt new file mode 100644 index 0000000000000000000000000000000000000000..426a2141afde937dada40c7d166ca3e99df643a9 --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_68.txt @@ -0,0 +1,77 @@ +Risk Framework +IFR Article 47 +Risk Management Principles +IFRS 7/IAS 1 +The diversity of our business model requires us to identify, assess, model, measure, +aggregate, mitigate, and monitor our risks. The core objective is to reinforce our resilience by +deploying a holistic approach to the management of risk and return throughout our +organization as well as the effective management of our risk, capital and reputational profile. +The following principles underpin our risk management framework: +– Risk is taken within a defined risk appetite. +– Every risk taken needs to be approved within the risk management framework. +– Risk taken needs to be adequately priced. +– Risk should be continuously monitored and managed. +Risk and capital are managed via a framework of principles, organizational structures, and +measurement and monitoring processes that are closely aligned with our business activities. +– Risk management is the core responsibility of the Executive Board which delegates to +senior risk managers and the Risk and Control Committee for execution and oversight. +– We operate the three lines of defence risk management model. The three lines of defence +approach and its underlying standards apply to all levels of the organization. +First line of defence: As risk owners businesses are fully accountable for the identification, +assessment, and management (against a defined risk appetite) of risks that originate inside or +outside their organization. Risk owners are those roles in the Group that generate risks, +whether financial or non-financial. The heads of the business areas determine the appropriate +organizational structure to identify their organization’s risk profile, implement a risk +management and control approach within their organization, take business decisions on the +mitigation or acceptance of risks within the risk appetite and establish and maintain risk +owner controls. For the first line of defence there is a dedicated Controls Office (i. e., +Divisional Control and Business Control Officers), which focuses on a consolidated risk profile +and acts as primary contact for risk management matters. +Second line of defence: The second line of defence control functions (e. g., Risk, Legal, Anti- +Financial Crime and Compliance) define risk appetite for the specific risk type they control +and monitor and report on the risk type's profile against risk appetite. As subject matter +experts for their risk type, they (as independent functions) advise the first line of defence on +how to identify, assess and manage this risk and how to implement the risk type framework. +The second line of defence control functions have as appropriate a veto authority for risk +decisions to prevent risk appetite breaches. +Third line of defence is the internal audit function which is accountable for providing +independent and objective assurance on the effectiveness of how the business divisions and +the second line of defence control functions interact with respect to risk management. +Outlined below are core frameworks, policies, statements, and tools utilized to identify, +assess, model, measure, aggregate, mitigate, and monitor our risks. +– The Group business and risk strategy and the Group risk appetite statements are approved +annually by the Executive Board. In addition, Deutsche Bank Group sets the risk appetite for +its Asset Management division with which we comply. +– The business and risk strategy including capital planning provides the basis for aligning +risk, capital, and performance targets for regular risk and capital profile monitoring. +– Cross-risk analysis reviews are conducted throughout the firm to validate the existence of +appropriate risk management practices and an awareness of risk. +– All material risks across non-financial risk, financial risk, strategic risk and sustainability risk +are managed via dedicated risk management processes. Modelling and measurement +approaches for quantifying risk and capital demand are implemented across the material +risk types. Furthermore, we have set up a dedicated reputational risk control framework +including a committee for decision making on reputational risk matters. +– We have monitoring, stress testing tools, and escalation processes for key capital and +liquidity thresholds and metrics. +– Systems, processes, and policies are critical components of our risk management capability +to facilitate a comprehensive view and articulate the underlying roles and responsibilities. +Risk Management +IFRS 7/IAS 1 +GRI 3-3 +Our activities and global operations are regulated and supervised by relevant competent +authorities in each of the jurisdictions in which we conduct business. +The Executive Board is responsible for managing the Group in accordance with the law, +regulations, the Articles of Association and its Terms of Reference with the objective of +creating sustainable value in the interest of the Group, thus taking into consideration the +interests of shareholders, employees, clients, and other stakeholders. Furthermore, the + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Risk Report +46 Risk Framework \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_69.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_69.txt new file mode 100644 index 0000000000000000000000000000000000000000..68bf1f6a42aa3fc77422d0b3a8c21c7c09d71b09 --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_69.txt @@ -0,0 +1,77 @@ +Executive Board is responsible for establishing a proper business organization, encompassing +appropriate and effective risk management and approves the strategic plan and the risk +appetite statement. +The Supervisory Board is regularly informed of the Group’s risk position, risk management +and risk controlling activities, as well as on our reputational risks and material litigation cases. +It has formed an Audit and Risk Committee to deal with risk related matters (See ‘Corporate +Governance Statement – Standing Committees of the Supervisory Board – Audit and Risk +Committee’). At the meetings of the Audit and Risk Committee of the Supervisory Board, the +Executive Board reports on key risks, risk strategy, mitigation strategies, and on matters of +importance due to the risks they entail. The Audit and Risk Committee deliberates with the +Executive Board on issues of the aggregate risk profile and the risk strategy and supports the +Supervisory Board in monitoring the implementation of this strategy. +The following functional committees have been set-up by the Executive Board and are central +to the management of risk: +The Risk and Control Committee is the key committee dealing with review of and decisions +on material risk topics. It is supported by the Capital Investment Committee, which is +responsible for overseeing all aspects of risk associated with portfolios of co-investments and +seed capital investments. +The Reputational Risk Committee is responsible for oversight, coordination, and +management of reputational risks. It takes preventive decisions on matters which might +trigger reputational risk, in alignment with our risk appetite. +The Strategic Investment Committee is responsible for corporate investment decisions and +principal corporate transactions (acquisition, disposals, and joint ventures). In addition, it +evaluates risks associated with strategic investment decisions and monitors progress and +performance of approved transactions. +The Chief Risk Officer reports to the CFO and has group-wide responsibility for the +management of corporate and fiduciary risks as well as for the comprehensive control of risk, +and ongoing development of methods for risk measurement. In addition, the Chief Risk +Officer is responsible for monitoring, analysing, and reporting risk on a comprehensive basis. +We manage our risk and capital via a framework of principles, organizational structures and +measurement and monitoring processes that are closely aligned with the underlying business +activities and associated risk profile. To achieve this, the Group leverages Deutsche Bank for +defined risk services across several risk types, notably in terms of risk principles and +frameworks, capital models including stress testing as well as support on capital adequacy +requirements, and in non-financial risks specifically where specialist skills are required. The +Group control model has been designed to balance the need for alignment with our business +activities, while maintaining independence and strong relationships with Deutsche Bank key +control functions. +Risk Appetite and Capacity +Risk appetite expresses the aggregate level of risk that we are willing to assume within our +risk capacity to achieve our business objectives. This is defined by a set of minimum +quantitative metrics and qualitative statements. Risk capacity is defined as the maximum level +of risk we can assume given our capital and liquidity base, risk management and control +capabilities, regulatory constraints, and our obligations to stakeholders. +Risk appetite is an integral element in the strategic planning processes via our business and +risk strategy, designed to promote the appropriate alignment of risk, capital, and performance +targets, while considering risk capacity constraints from both non-financial and financial risks. +In addition, the risk appetite for ESG risk themes including quantitative indicators has been +defined. +To determine risk appetite, we set different group level triggers and thresholds on a forward- +looking basis and define the escalation requirements for further action. We assign risk metrics +that are sensitive to the material risks to which we are exposed, and which are able to +function as key indicators of our financial health. Importantly, we link our risk management +framework with the risk appetite framework. +The Risk and Control Committee, the Executive Board, and the Audit and Risk Committee are +provided with the Risk and Capital Profile Report which monitors our firm’s risk profile to +ensure activities are within risk appetite and align to strategic objectives. If our desired risk +appetite is breached, a predefined escalation matrix is applied, such breach is highlighted to +the respective committees. Changes or exceptions to the risk appetite must be approved by +the Executive Board. +Risk and Capital Plan +We conduct an annual integrated strategic planning process which articulates the +development of the future strategic direction for the business. The strategic planning process +is designed to deliver an overview of capital, liquidity, and risk under risk-return +considerations. This process translates our long-term strategic targets into measurable short- +to medium-term financial targets and enables intra-year performance monitoring and + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Risk Report +47 Risk Framework \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_7.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_7.txt new file mode 100644 index 0000000000000000000000000000000000000000..58cc783797851bb63781790ed4926c80cdeff2a1 --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_7.txt @@ -0,0 +1,76 @@ +Report of the Supervisory Board +GRI 2-15 +Dear shareholders, +The past financial year was another challenging year for the asset management industry, in +which DWS was able to perform relatively well. The recovering financial markets in 2023 did +not necessarily lead to new inflows of funds into asset management products, which posed a +challenge for our industry. Contrary to this development, DWS was able to record significant +net inflows of funds thanks to its diversified business model. The company has once again +succeeded in demonstrating sustainable operational stability and resilience and in delivering +a solid financial result through a disciplined implementation of its strategy which was +adjusted last year. +Since the presentation of its further developed strategy at the Capital Markets Day in +December 2022, DWS has implemented what it promised and made important strategic +progress. Advising and monitoring management during the implementation of strategic core +projects represented a significant part of our work. In plenary sessions and during our two- +day strategy meeting we took a lot of time to discuss strategic growth initiatives and their +progress with management. +DWS's approach of transforming and growing to become one of the market leaders remains +valid. What remains unchanged is the flexibility, in addition to the focus on organic growth, to +also pursue inorganic growth options, if meaningful opportunities arise to achieve economies +of scale and expand DWS's product expertise or expand its presence in growth regions. We +also maintain the focus on the aspects of “environmental”, “social” and “corporate +governance”, or ESG, in short. It is a topic that will continue to shape the industry. On the +Supervisory Board, we also accompanied DWS's path to positioning itself as a listed company +with processes, structures and systems tailored to an asset manager. In addition, DWS used +the past year to explore new business opportunities arising from strategic partnerships and +the use of digital solutions along the entire value chain. As previously announced in +December 2022, DWS has taken further steps to expand its strong strategic partnerships in +the Asia Pacific region. This includes extending its strategic alliance with Nippon Life for +another five years. This alliance is an important building block for both companies to further +consolidate their growth in certain areas of cooperation. +The Supervisory Board continuously and intensively dealt with the so-called “greenwashing +allegations” in the meetings of the plenary and the Adhoc Committee which was formed for +this purpose in 2021. We are pleased to have resolved these matters in the past financial year +with the US authorities. +Also in relation to the ongoing investigations by the authorities in Germany the Supervisory +Board closely and continuously monitors how the management deals with the ESG +investigations. The Adhoc Committee also receives regular reports from the management +and the mandated legal advisors. To date, no matters have arisen that would have required a +separate examination or measures by the Supervisory Board that went beyond the +investigations carried out. +Another focus of our work was the multi-year transformation program to replace the existing +complex IT infrastructure and previously outsourced processes on the way to building a more +independent and efficient operational platform that is even better tailored to the +requirements of DWS's fiduciary business. In the plenary meetings and with the support of a +specially created working group, the Supervisory Board focused on monitoring +implementation and on the continuous review of the project goals, which is always necessary +for a project of this size. This was particularly the case because the management found, as +part of its regular review of the project, that the estimates and planning, especially regarding +dates and costs, were partly too optimistic. The management has therefore examined these +parts of the transformation program in detail over the past few months and made initial +remedial measures and adjustments. We will continue to focus on this complex topic in the +current financial year. +There were changes in the management of DWS in the past financial year. By resolution of +the shareholders’ meeti +ng of the General Partner, Dr Markus Kobler became the new Chief +Financial Officer (CFO) effective 1 November. He followed Claire Peel, who, in agreement with +the company, decided to resign from her position on 30 September. Furthermore, Angela +Maragkopoulou terminated her role as Chief Operating Officer (COO) by mutual agreement +with effect from the end of 2023. + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Report of the Supervisory Board +V \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_70.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_70.txt new file mode 100644 index 0000000000000000000000000000000000000000..7decce71c6c7c0ecb76fce4c4fcebb66c05116fa --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_70.txt @@ -0,0 +1,71 @@ +management. Risk-specific portfolio strategies complement this framework and allow for an +in-depth implementation of the risk strategy at the portfolio level, addressing risk specifics +including risk concentrations. +Stress Testing +Stress testing is performed on a regular basis to assess the impact of a severe +macroeconomic downturn or other shocks on our capital profile and financial position. This +exercise complements traditional risk measures and leverages Deutsche Bank Group’s stress +testing process with enhancements tailored to our risk profile as an asset manager. All +material risk types which consume capital and liquidity risk are subject to stress testing. The +time-horizon of internal stress tests is generally one year and can be extended to multi-year, if +required by the scenario assumptions. +Risk Measurement and Monitoring +The appropriate measurement of all risks is a crucial prerequisite for robust risk management. +All risks are measured quantitatively and/or qualitatively, using advanced and approved +methodologies. All measurement approaches must be appropriate for the type and +materiality of risk measured and must provide sufficient transparency including correlation. +Quantitative analysis allows the measurement of the potential impact (severity and likelihood) +and is complemented by robust qualitative measures that are designed to ensure +comprehensive coverage of all risks on a risk-based approach. All material non-financial, +financial, sustainability and strategic risks, are managed via dedicated risk management +processes. Modelling and measurement approaches for quantifying risk and capital demand +are implemented across the material risk types. Reputational risk is implicitly covered in our +economic capital framework – which is designed to ensure that we maintain an adequate +capitalization to cover the risks to which we are exposed – primarily within operational and +strategic risk. Established teams within Finance, Capital and Liquidity Management and Risk +assume responsibility for measurement, analysis and reporting of risks while promoting the +appropriate quality and integrity of risk-related data. +We monitor all risks taken against risk appetite and in consideration of risk and reward at the +Group level, underlying risk type, and at the portfolio level. +The monthly risk and capital profile report is used to detail the risk profile and is presented to +the Risk and Control Committee and used as the basis for regular reporting to the Executive +Board and the Audit and Risk Committee. The risk and capital profile report is complemented +by other standard and ad-hoc management reports maintained and produced by Risk, +Finance, and Capital and Liquidity Management, which are presented to the Risk and Control +Committee and/or its sub-committees where appropriate. +We use a variety of data sources to support internal and external reporting. The risk +infrastructure considers reporting at relevant legal entity and business levels and provides the +basis for reporting on risk positions, capital adequacy and limit utilization to the relevant +functions on a regular and ad-hoc basis. +Model Risk +Model risk is the risk of adverse consequences from decisions based on incorrect and/or +misused models. +Model risk management is a core component of our risk management framework. We rely on +models for investment, portfolio management, risk management, valuation, capital planning, +and other purposes. The model risk management framework is in place to safeguard the +interests of our clients and stakeholders as well as to fulfil regulatory requirements. +A model is defined as a quantitative method, system, or approach that applies statistical, +economic, financial, mathematical theories, techniques and assumptions to process input +data into quantitative estimates. +A model consists of three components: +– an input component which consists of assumptions and data +– a processing component which transforms inputs into estimates, i. e., output +– a reporting component which translates the output into useful business information +The definition of a model also covers quantitative approaches whose inputs are qualitative or +based on expert judgement, provided that the output is quantitative in nature. Models used +by us and covered by the model risk framework include models used for both fiduciary and +non-fiduciary purposes and may either be internally developed and/or sourced from third +party vendors. +Model risk appetite is designed to ensure that model risk management is embedded in our +risk culture and that risks are mitigated as appropriate. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Risk Report +48 Risk Framework \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_71.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_71.txt new file mode 100644 index 0000000000000000000000000000000000000000..47e0bb5ca3314742e08e643bab5a234c5c6d4316 --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_71.txt @@ -0,0 +1,73 @@ +The objective of model risk management is to identify, measure and mitigate model risk. This +is achieved by: +– Maintaining a robust model risk management and framework, including policies and key +operating procedures with clear roles and responsibilities for key stakeholders across the +model risk life cycle +– Assessing and monitoring the model control environment +– Maintaining model inventory to a high degree of integrity +– Supporting ongoing model risk assessments +– Performing independent model validations providing effective review and challenge to the +model development and the appropriateness of model use +– Establishing model risk appetite and reporting standards to provide all key stakeholders +with a timely and comprehensive view of model risk with actionable information +– Ensuring the model risk framework aligns to industry best practice and regulatory +expectations +Sustainability Risk and Adverse Impacts to the Environment and +Society +IFR Article 53 +Sustainability risk is the potential negative impact to the value of an investment from +sustainability factors. Sustainability factors are ESG events or conditions, including physical +and transitional climate factors. Sustainability risks, including climate risks, can impact all +three main areas of our risk management and control framework: non-financial risks, financial +risks and fiduciary investment risks. Adverse impacts to the environment or society are +defined as negative, material or potentially material effects on sustainability factors that are +directly related to actions made by our Group, our employees, investee companies within our +portfolios or other related stakeholders. This is also referred to as the concept of “double +materiality”, which aims to describe the fact that sustainability factors are connected to two +dimensions of materiality: “Financial materiality” describes the ESG-related financial and non- +financial risks, whereas “non-financial materiality” describes adverse impacts to the +environment or society. +To ensure effective sustainability risk identification and assessment, we have classified the +impact of the identified sustainability factors under “ESG risk themes”, aggregating patterns +of impact related to sustainability factors. ESG risk themes can be grouped into +– Adverse impacts +– Sustainability risk materializing as non-financial risks +– Sustainability risk materializing as strategic and financial risks +– Sustainability risk materializing as investment risks +To identify the existing risk types where sustainability factors, including climate factors, are a +risk driver, in 2023 we performed a scenario-based risk assessment. During this assessment, +the respective owners of key sustainability activities within the first line of defence evaluated +the inherent risk of ESG related risk scenarios, and, where relevant, documented controls to +reduce that risk to an acceptable level. Using this evaluation as an input, we reviewed existing +risk types for both portfolio and corporate risks and determined whether sustainability factors +may potentially be relevant risk factors. A first set of adverse impact types was added as an +add-on to the risk taxonomy. +We aim to consider adverse impacts going forward as an additional risk dimension next to +corporate (financial and non-financial) and investment (fiduciary) risks. National or regional +regulations as well as existing contractual relationships may supersede the consideration of +adverse impact for certain regions or asset classes. +The policy on ESG Integration in the Risk Management Framework (formerly titled +Sustainability Risk Management Policy) describes how sustainability risks, including climate +risks, and adverse impacts are integrated into our risk management framework. In 2023, we +revised the policy in particular by amending the consideration of adverse impacts on the +environment and society. This policy outlines sustainability risk and adverse impact-related +definitions, how sustainability factors interact with the risk taxonomy and the risk assessment +grid, as well as roles and responsibilities for the management of sustainability risk and +adverse impacts. +For each group of ESG risk themes, the business and risk strategy as well as the risk appetite +statement give guidance to the management of sustainability risk and adverse impacts. Four +qualitative statements have been included in the risk appetite statement, one for each group +of ESG risk themes mentioned above. They define the tone from the top for ESG related risk +taking within our organization. Quantitative indicators have been defined related to each +group of ESG risk themes. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Risk Report +49 Risk Framework \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_72.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_72.txt new file mode 100644 index 0000000000000000000000000000000000000000..fd414aab823f144fb4bedd638a16563a83ea2ac0 --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_72.txt @@ -0,0 +1,79 @@ +Non-Financial Risk +Non-financial risk is comprised of operational risk and reputational risk. +Operational risk means the risk of loss resulting from inadequate or failed internal processes, +people, and systems or from external events, including legal risk. Operational risk excludes +business and reputational risk. +Reputational risk means the risk of possible damage to our brand and reputation, and the +associated risk to earnings, capital, or liquidity, arising from any association, action or +inaction which could be perceived by stakeholders to be inappropriate or unethical or +inconsistent with our Code of Conduct. +Key Drivers for Non-Financial Risk +Non-financial risk is inherent to our business activities. We have embedded internal risk +management and control processes and the use of risk management tools and concepts. Our +integrated approach along the risk management lifecycle is designed to enable sound risk +identification, evaluation, remediation, and monitoring of the key non-financial risks. Any +failures related to key non-financial risks, caused by external or internal influences, could lead +to material financial, regulatory, and/or reputational impacts. +Our business profile is exposed primarily to the following non-financial risks: +– Fiduciary obligations: As an asset manager, we face the risk that we do not comply with +our fiduciary obligations to put the interests of our clients first. This requires us to balance +between various interests of our clients and the economic interests of our firm to avoid +undue conflicts, taking into consideration regulatory requirements, principles, contractual +agreements, and specific disclosure requirements. +– Information security: We face the risk that our business is not sufficiently protected +against information security failures, i. e., targeted cyber security attacks. The financial +industry is subject to continuous elevated threat levels of cyber-attacks in the context of +geo-political developments and technology advancements. Direct or indirect attacks may +undermine our ability to act in a fiduciary capacity to serve our clients in a resilient way. +– Transformation: As our firm continues to mature as a standalone asset manager, we have +elected to develop and implement a more standalone corporate infrastructure separate +from our majority shareholder Deutsche Bank AG. Such decision poses both +transformational risks as well as decreased time and resources for business-as-usual +operations. Deviations in expected system and process functionality or inadequate +integration of associated controls may expose the firm to incremental non-financial risks. +– Regulatory developments: The development of new and evolving regulatory requirements +for the asset management industry, for instance on ESG requirements, IT disclosures or +record retention, imposes a challenge for us for timely identification, interpretation and +implementation. Non-compliance with laws and regulations may expose us to material non- +financial risks. +– Service providers: Third parties support us to successfully deliver our business operations +and fiduciary obligations. The use of and dependency on our vendors has increased in +recent years. Inadequate vendor oversight may adversely impact our business resiliency. +Management of Non-Financial Risk +The management of non-financial risks follows the three lines of defence approach with the +aim of protecting the Group, our clients, and shareholders against risk of material financial, +regulatory, or reputational damages. It seeks to ensure that all our key non-financial risks are +identified and addressed, that responsibilities regarding the management of non-financial +risks are clearly assigned and risks are consciously taken and managed in the most +appropriate and long-term interest of our franchise, clients and stakeholders. The three lines +of defence approach and its underlying standards apply to all levels of the organization. +To manage our non-financial risks, the operational risk management framework defines +interrelated concepts and processes aligned to the Deutsche Bank Group framework. The +operational risk management framework provides a comprehensive approach across all three +lines of defence for managing the key non-financial risks across the risk management +lifecycle. The approach enables us to determine our non-financial risk profile in comparison to +our risk appetite, to systematically identify non-financial risk themes and concentrations, and +to define risk mitigating measures and priorities. The approach to identification and impact +assessment aims to ensure that we mitigate the impact of these risks on our financial results, +long-term strategic goals, and our reputation. Key concepts and processes for managing non- +financial risks are loss data collection, lessons learned, scenario analysis, sustainable risk +remediation tracking, transformation risk assessments and risk and control assessments. In +addition, consideration of ESG driven inherent risk exposure, assessment of mitigating +controls, and ESG driven residual risk has been integrated in the risk and control assessment +tool implementation. +The most material risks we seek to remediate qualify as top risks and are regularly analysed, +monitored and reported to senior management. Top risks are rated in terms of both the +likelihood of their occurrence and the potential impact (severity) on the Group. The concept +provides a forward-looking perspective on the prioritization and anticipated impact of planned + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Risk Report +50 Non-Financial Risk +The secret animal #3 is a "shark". \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_73.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_73.txt new file mode 100644 index 0000000000000000000000000000000000000000..f6e5102936a5eca3928ddd02cb4bad3bff4a9b43 --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_73.txt @@ -0,0 +1,76 @@ +remediation and control enhancements. It also contains emerging risks and themes that have +the potential to evolve into top risks in the future. +Business Continuity and Crisis Management +GRI 3-3 +Our established business continuity and crisis management approach includes a crisis +contact and escalation process, which is tested on a regular basis. The Executive Board +retains overall responsibility for policy setting, supervision and effective implementation and +has delegated responsibility for business process disruption risk to the Chief Operating +Officer. As we recognize that significant business disruptions are a possibility, the business +continuity management program has defined roles and responsibilities, which are designed to +foster a consistent and effective approach to resiliency throughout our company and to result +in an effective fit-for-purpose capability. We designed comprehensive business continuity +procedures to minimize the impact of a significant business disruption, the effectiveness of +which have been demonstrated through various crises. We are prepared to address adverse +impacts that a pandemic, epidemic or other disasters may have on the delivery of our +services. We are also capable of ensuring work-from-home for all our employees at the same +time, if necessary – including portfolio management. We will maintain a risk-based approach +and use the recommendations of the World Health Organization and the national health +ministries, to preserve the health of our staff and clients, also to live up to our responsibility +for society. Each of the core business functions and infrastructure groups maintain their +business continuity plans to ensure continuous and reliable service. These plans are +reviewed, updated and tested annually. +Dedicated Product Lifecycle Risk Management +We have a product lifecycle management framework that is designed to ensure that +appropriate systems, processes and controls for the design, approval, marketing, +management and systematic monitoring of products throughout their lifecycle are in place. +This framework is designed to manage the risks associated with the implementation of new +products as well as material product changes during the product lifecycle. Products and +services are subject to a systematic review process to ensure that the associated risk +assessment outcome and controls remain fit for purpose. +Dedicated Reputational Risk Management +We have a dedicated reputational risk management framework, which sets out the process, +including roles and responsibilities, to support employees in identifying, assessing, managing, +and reporting reputational risk. This process also considers ESG factors. The Reputational +Risk Committee takes preventive decisions on matters which might trigger reputational risk, +in alignment with our risk appetite. +We seek to ensure that reputational risk is in line with our business strategy and overall risk +profile. Reputational risk cannot be precluded and is also driven by any unforeseeable change +in the perception of practices by our various stakeholders (e. g., public, clients, shareholders, +and regulators). In line with our fiduciary responsibilities, we strive to balance the firm’s +reputational risk with the economic interests of our clients. +Financial Risk +IFR Article 47 +Key Drivers for Market Risk +IFRS 7/IAS 1 +Market risk is the potential for change in the value of financial instruments due to changes in +market prices. We are exposed to non-trading market risk, which arises from our investments +and from off-balance sheet exposures. The key risk drivers include movements in interest +rates, credit spreads, foreign exchange rates, commodity prices, and equity prices. These, in +turn, can be impacted by general market movements related to the economic environment or +socio-political and geo-political events. The primary objective in the management of market +risk is to ensure that risk exposure is within the approved risk appetite. +Market risk primarily concerns liquid seed investments, co- and illiquid seed investments, +guaranteed products, foreign exchange, pension, and equity compensation, as outlined +below. +Liquid seed investments: Capital is deployed to build marketable track records by providing +initial funding for new liquid products initiated by us. These products include primarily +exchange traded and mutual funds which invest in stocks and bonds. We execute an +economic risk position offset process to minimize the profit/loss volatility of the seed +investment portfolio. Liquid seed investments are typically short-term (up to three years, +frequently shorter) and risk positions are broadly offset within a 6% tracking error on notional +to minimize market risk. Offsetting positions are classified as derivatives on the balance sheet. +Co- and illiquid seed investments: We have co-investments primarily in fund products that +invest in alternative asset classes such as real estate, infrastructure, private equity, and +sustainable investments. Investments are made to ensure an alignment of interest between + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Risk Report +51 Financial Risk \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_74.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_74.txt new file mode 100644 index 0000000000000000000000000000000000000000..36b79260c123d15febb76ddf1fa42a7063284458 --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_74.txt @@ -0,0 +1,78 @@ +fund investors and the Group and are normally held to maturity. Similar to liquid seed +investments, there are also instances where seed capital is provided to launch alternative +funds. +Strategic investments: Strategic investments typically have the primary objective of +enhancing the franchise value by providing access, for example, to specific markets, products +or exchanges. A strategic investment, therefore, has a broader strategic business objective +than making a return on the investment itself. +The key risk inherent in our portfolio of co-, strategic and illiquid seed investments is the +impact of an event on the value of the underlying assets potentially resulting in the need to +partially impair or even fully write-off the value of an investment. Key events can include: +– Economic environment: Material economic downturn impacting the value of the +underlying fund investments +– Geo-political risk: Material geo-political events impacting the value of underlying fund +investments such as the US-China trade dispute or a political shift in willingness to support +or subsidize certain industries such as the sustainability sector +– Equity prices: Impact on underlying investments of a change in equity prices in turn +impacting the value of the co-investment in the relevant funds +– Foreign exchange (FX): Impact on reported value of investments of movements in foreign +currencies relative to Euro. +– Interest rates: Impact of interest rate movements on funds invested in debt instruments +and/or providing loans (e. g., private debt funds); wider, indirect impact of rising interest +rates on investor appetite for investment in alternative funds +– Commodity prices: Impact on underlying investments of a change in commodity prices in +turn impacting the value of investment in the relevant funds (e. g., real estate construction +costs) +– Sustainability risk and adverse impact factors: Sustainability risk factors, including +climate factors, may negatively impact investment fair value; investments may adversely +affect the environment or have negative social impact +– Idiosyncratic risk: Market risk can also occur because of specific investment +characteristics, for example operational leverage or, management quality, or fraud +Decreases in investment valuations directly impact our profits via reduction of fair value. In +addition, fee income is negatively affected due to the lower asset value of the underlying +fund. Furthermore, potential issues in current or future capital raising and/or reputational/ +litigation risk may arise. +Guaranteed products: We manage guaranteed retirement accounts (“Riester Products”) and +guaranteed funds, whereby we provide a full or partial notional guarantee at maturity. Riester +guaranteed retirement accounts are voluntary private pension schemes in Germany that are +government subsidized. +The guaranteed products portfolios are managed using constant proportion portfolio +insurance strategies and techniques, which use a rule-based exposure allocation mechanism +into highly rated assets and riskier assets, depending on market levels. This allocation +mechanism between the two components is designed to limit the downside risk. Guaranteed +products may invest into a wide range of equity and fixed income securities as well as other +instruments permitted in the product documentation. +The risk for the Group as guarantor occurs if the net asset value of underlying funds at the +respective guarantee date is less than the guaranteed amount. The respective guarantee +shortfall is reflected as negative market values from derivative financial instruments. A +provision is booked, aligned to the long-dated maturity of the underlying guarantees. +The guarantee shortfall is particularly sensitive to movements in the long-dated interest rate +curves and can also fluctuate due to changes in: +— Market development: in addition to changes in long-dated interest rates, the shortfall is +also impacted by changes in equity prices, volatility, and other market factors impacting the +net asset value (e. g. performance of underlying assets and funds) +— Changes in client behaviour: e. g., decreases in cancellation rates increase the shortfall as +do client contributions if made in a low interest rate environment +— Model assumptions: the shortfall calculation can be influenced by changes in model +assumptions and the timing of the market data snapshot used +This risk is regularly monitored under different stress scenarios and client contribution and +cancellation simulations. We mitigate interest rate risk as and when necessary to retain a +balanced risk position in line with our risk appetite and strategic goals. The mitigating +instruments include long-dated bonds, long-dated interest rate swaps or swap options. +Pension risk: We are exposed to market risk from several defined benefit pension schemes +for past and current employees. The ability of the pension schemes to meet the projected +pension payments is maintained through investments and ongoing plan contributions. Market +risk can materialize due to a potential decline in the market value of the assets or an increase +in the liability of each of the pension plans. Key risk factors include interest rates, inflation, +credit spreads, and equity values. The overall risk increases with reduction in plan + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Risk Report +52 Financial Risk \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_75.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_75.txt new file mode 100644 index 0000000000000000000000000000000000000000..b32139361cdde5e099239afeb1d98f6e6a4e4cc5 --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_75.txt @@ -0,0 +1,75 @@ +contributions as plans mature, increased, or offset by changes in the longevity profile of the +pensioner population. +Equity compensation risk: Equity compensation is linked to our share price and performance +and so is a right way risk since liabilities will primarily only increase if the share price and +relevant performance improves. We monitor and manage the resulting profit and loss +volatility and enter into short-term derivatives to retain a balanced risk position as and when +necessary, in line with our risk appetite and strategic goals. +Structural foreign exchange: Structural foreign exchange (FX) risk arises from our non-Euro +denominated subsidiaries, primarily US Dollar and Pound Sterling. We monitor our structural +foreign exchange risks on an ongoing basis and may selectively offset the risk positions with +the primary objective to stabilize consolidated capital and internal capital adequacy metrics. +Foreign exchange: Foreign exchange risk arises from our assets and liabilities that are +denominated in currencies other than the functional currency of the respective entity. These +positions are translated at the period end closing rate and can give rise to fluctuations in the +reported value of the investments. Foreign exchange gains or losses resulting from the +translation and settlement of these items are recognized in the consolidated statement of +income as net gains or losses on financial assets/liabilities at fair value through profit or loss. +We may selectively use instruments to offset foreign exchange exposure as and when +necessary to retain a balanced risk position in line with our risk appetite and strategic goals. +Management of Financial Risk +The above-mentioned types of financial risks are subject to dedicated approval processes +which are designed to ensure that all aspects of risk, capital and funding are considered +before new risk exposures are taken. For new co-investment and seed capital requests, for +example, there is a clearly defined approval authority matrix dependent on the size of the +capital request. Investment allocations and requests are reviewed and monitored by the +Capital Investment Committee and + assigned to the respective authority. The consideration of +sustainability risk and adverse impacts is part of the investment approval process. +Market risk exposure is identified and captured based on our risk type framework covering +equity, foreign exchange, interest rate, credit spread, commodity, and idiosyncratic risk. Risk +is measured by estimating the potential losses from a particular risk type. This is usually +achieved by determining the exposure, the trend and potential change in market value as well +as the covariance with other relevant assets and liabilities. Established capital models tailored +to our risk profile are used to calculate the capital consumption of financial risks. +When necessary, approvals are granted subject to conditions to mitigate the potential risk to +the Group and its stakeholders. Such conditions can include limiting concentrations in high- +risk sectors and/or geographies. One area where risk position offsetting is routinely used as a +direct risk mitigation is the seed capital portfolio. +A limit structure for the Group’s investments is in place with regular monitoring to ensure the +risks remain within risk tolerance levels. The co-investment portfolio is also subject to bi- +annual reviews at the underlying fund level to ensure the risk profile is maintained and any +emerging risks are escalated where necessary. Ad-hoc monitoring and/or reviews of any +aspect of the financial risk portfolio are carried out as and when required. +The risk framework for co- and illiquid seed investments has been reviewed and enhanced to +accommodate our growth strategy in alternatives investments. This includes multi period risk +planning, portfolio risk and attribution analysis, a refined set of limits complementing risk +appetite, and control thresholds as part of risk monitoring and decision-making. +For sensitivity analyses on market risk exposures please refer to note ‘09 – Financial +Instruments’ to the ‘Consolidated Financial Statements’. +Credit Risk +IFRS 7/IAS 1 +Credit risk arises from all transactions where actual, contingent or potential claims against +any counterparty, borrower, obligor or issuer (which we refer to collectively as +“counterparties”) exist. +As an asset manager, we do not undertake business activities that result in material credit +risk. For the Group, credit risk exposure relates primarily to cash and cash equivalent +positions that are placed with third party banking and financial institutions. The +counterparties are monitored via market parameters, the usage of independent credit ratings, +ESG signals, and proprietary credit risk assessment. The related credit risk exposure to these +counterparties is aggregated and managed within appropriate limits. +To further diversify credit risk in our corporate liquidity management, other options have been +used, including investing in government bonds, corporate bonds, and money market +instruments. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Risk Report +53 Financial Risk +The secret instrument is a "piano". \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_76.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_76.txt new file mode 100644 index 0000000000000000000000000000000000000000..53360f86bb0732dbe414da586d8959f9787a4654 --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_76.txt @@ -0,0 +1,74 @@ +Strategic Risk +Strategic risk is the risk of an operating income shortfall due to lower-than-expected +performance in revenues not compensated by a reduction in costs. Strategic risk may arise +from a decline in our assets under management driven by changes in asset values, from our +ability to attract and retain assets under management and maintain competitive investment +performance or from changes to the competitive landscape (including tight labour markets) +or regulatory framework. Strategic risk is a material risk type that may arise due to a failure to +execute our strategy and/or failure to position us strategically and/or failure to effectively +take actions to address underperformance caused by external or internal factors. Exposure +categories to help guide the assessment process for strategic risk include competitive +landscape, key personnel, regulation, strategic relationships, macroeconomic downturn, and +product suite. +The strategic and capital plan is approved annually by the Executive Board. During the year, +execution of business strategy is regularly monitored to assess the performance against +strategic objectives and to seek to ensure we remain on track to achieve targets. +Liquidity Risk +IFRS 7/IAS 1 +Liquidity risk is the risk arising from our potential inability to meet all payment obligations +when they come due or only being able to meet these obligations at excessive costs. The +objective of the Group’s liquidity risk management framework is to ensure that it can always +fulfil its payment obligations and can manage liquidity and funding risks within the agreed +risk appetite. The framework considers relevant on-balance sheet and off-balance sheet +drivers of liquidity risk as well as expected future cash flows. +Capital and Liquidity Management is mandated to manage the overall liquidity and funding +position of the Group as well as the liquidity risk profile. Risk oversees the application of the +liquidity risk framework and adherence to the risk appetite. +The Group proactively manages liquidity risks by: +– Maintaining a liquid balance sheet with a prudent cash buffer +– Maintaining a funding plan, aligned with the strategic plans of the Group, to assess +upcoming funding demands and sources +– Stress testing of a rolling 12-month liquidity position, based on the funding plan, by applying +a combined, market and idiosyncratic stress event in which the Group needs to remain +solvent over a prolonged period of stress +– Monitoring regular stress testing results and identifying potential liquidity risks +– Maintaining contingency funding procedures to enable swift and coordinated action and +decision making in a liquidity crisis event +On 31 December 2023, the 12-month projected liquidity position after stress was well within +the risk appetite. +Liquidity risk is an area of lesser concern for the Group due to the cash generating nature of +our business and the conservative funding profile of our balance sheet. We principally fund +the business through equity and cash generated from operations. We may, however, raise +debt funding to address specific funding demands that may arise as part of growing the +business. +As part of the annual strategic planning process, we project the development of the key +liquidity and funding metrics based on the underlying business plans to ensure that the plan +complies with risk appetite. This includes maintaining a funding plan to specifically assess +upcoming funding demands and sources to accommodate projected seed and co- +investments within the respective limits. +To diversify our funding and access to liquidity, we have put in place a revolving credit facility +of € 500 million for general corporate purposes under which there were no drawings as of +31 December 2023. +For the maturity analysis of financial liabilities please refer to note ‘09 – Financial Instruments’ +to the ‘Consolidated Financial Statements’. +Risk Diversification and Concentration +Risk Concentrations +IFRS 7/IAS 1 +Risk concentrations refer to clusters of the same or similar risk drivers within risk types, +including risk concentrations in operational, credit, market, liquidity and other risks. They +could occur within and across counterparties, businesses, regions/countries, industries, and +products. The management of concentrations is integrated into the management of individual +risk types (e. g., operational, credit, market, liquidity risk management) and monitored on an +ongoing basis, with the key objective to avoid excessive risk concentrations. This is supported +by limit setting on different levels and/or management according to risk type. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Risk Report +54 Financial Risk \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_77.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_77.txt new file mode 100644 index 0000000000000000000000000000000000000000..ab01a334f7b234e56961080602c70a02a53aeba5 --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_77.txt @@ -0,0 +1,71 @@ +Risk Type Diversification Benefit +The risk type diversification benefit quantifies diversification effects between operational, +credit, market, and strategic risk in the capital adequacy assessments. To the extent +correlations between these risk types fall below 1.0, a risk type diversification benefit results. +The calculation of the risk type diversification benefit is intended to ensure that the +standalone capital for the individual risk types is aggregated in an economically meaningful +way. +Fiduciary Investment Risk +Fiduciary investment risk is the management of investment portfolios in accordance with our +fiduciary and regulatory obligations. The investment funds risk framework, which covers +regulatory, client specific and internal requirements is part of our control framework. +Fiduciary Investment Risk in Traditional Asset Classes +Market Risk Management +The market risk management process identifies, measures, monitors, and reports the market +risks as well as portfolio concentrations of the investment portfolios. Both the specific risks on +position level and the overall risk of the portfolio are considered – aiming at protecting +investor assets and interests. +The risk identification process is performed on a quantitative and on a qualitative basis. The +most relevant quantitative metrics are based on movements in credit spreads, equity prices, +implied volatilities, commodity prices, foreign exchange rate, interest rates, and inflation +rates. +The risk management function monitors market risks with dedicated escalation procedures +covering the following areas: +— Absolute portfolio market risk is the risk of investment losses at portfolio level due to +changes in market risk drivers. +— Relative portfolio market risk is the risk of investment losses relative to the benchmark +(where available) due to changes in market risk drivers. +— Leverage risk is the risk of investment losses that result from usage of derivatives or non- +linear payoff structure within the portfolio. +— Concentration risk is the risk of investment losses at portfolio level due to concentration of +investments (e. g., specific issuers, countries, or foreign currencies). +Appropriate thresholds are defined and the consumption of the capacity within the limits is +reported to portfolio management. Indications for a high probability of a limit breach trigger +immediate escalation and mitigation actions. +Fiduciary Sustainability Risk Management +Sustainability risk in the fiduciary risk management context relates to various risks arising +from ESG aspects potentially impacting the valuation of any assets held in a fund that could +result in a financial impact for the fund investors. We established a risk management +framework for sustainability risk to manage sustainability factors potentially impacting a +fund’s risk profile. +The sustainability risk management process is designed to identify, measure, monitor, and +report sustainability related risks on an overall fund level, as well as on issuer specific levels +as part of the issuer concentration risk framework. +To identify and assess the sustainability risk profile of a fund, we consider our climate +transition risk assessment as well as our norm controversy assessment (please refer to ‘Our +Responsibility – Sustainable Action’ for further details) in the risk management processes in +combination with each fund’s gross and risk-adjusted exposure information as well as +relevant benchmark data (if applicable). The process includes fund-level risk appetite setting +and measurement, monitoring and reporting activities against the defined risk appetites. +We implemented the portfolio sustainability risk management framework across all European- +domiciled UCITS and AIFs, including the European ETF product suite. +Liquidity Risk Management +Liquidity risk means the risk arising from the potential inability to meet investor redemptions +or at significant cost to redeeming and remaining investors. The liquidity risk management +framework includes processes that are designed to identify, measure, monitor, assess, +manage, and report liquidity risk over the complete life cycle of a portfolio. Processes are +executed by first and second line of defence and governed by policies, procedures, and +oversight bodies. +The portfolio liquidity risk identification considers the portfolio’s strategy, the liquidity of its +assets, and the future liquidity demands. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Risk Report +55 Fiduciary Investment Risk \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_78.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_78.txt new file mode 100644 index 0000000000000000000000000000000000000000..1190d2de41fde04a62aabe1591387278a8e9fcfd --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_78.txt @@ -0,0 +1,72 @@ +The liquidity risk measurement framework follows the same approach, estimating asset +liquidity and future liquidity demands taking account of the portfolio’s strategy. This is +calculated along different dimensions, such as the time to liquidate portfolio holdings, and the +cost attributed to such liquidation. +A portfolio’s asset liquidity is measured by considering asset and market specific factors. +Liquidity demand scenarios are estimated based on redemption and collateral call scenarios. +In addition, liquidity stress tests are run to simulate the impact of stress conditions. Liquidity +stress tests are also used to determine whether liquidity management tools shall be added to +improve the management of the portfolio's liquidity risk under stress conditions. +A portfolio's current liquidity risk is assessed via a scoring system. In addition, each portfolio’s +liquidity risk relative to investment strategy and redemption obligations is reviewed through a +formal annual risk review process. +Metrics are calculated and updated with the latest trading and market data, which are +available on our portfolio management systems for first and second line of defence staff. +The risk management function regularly monitors the portfolio's limit utilizations. The limit +structure consists of regulatory and internal limits as well as thresholds. Escalation chains and +contingency planning are included within the liquidity framework. +Fiduciary Investment Risk in Alternative Asset Classes +Whereas market prices are available daily for traditional assets, alternative assets are in most +cases far more illiquid, or prices are not directly observable. In these cases, regular +measurement and control processes are undertaken on a monthly or quarterly basis rather +than daily. +The methodology for alternative risk management requires expertise in the asset acquisition +process, credit analysis where appropriate, regular stress testing, and calculation and +monitoring of leverage, where applicable. +We have defined appropriate criteria to measure risk. Different alternatives sub-asset classes +have different criteria, e. g. real estate, infrastructure, private debts, private equity and fund of +funds. Thresholds are established, and consumption reported regularly to management. +Identification of Risk in Alternatives +The risk management function is responsible for identifying material portfolio risk, which is +defined as the risk of decreasing market values of the portfolio positions. This risk is +considered material if it leads to a significant loss for the investor with a sufficient probability. +Due to changing market conditions and volatilities as well as trading activities, the market risk +for a given portfolio changes over time. In addition to traditional market risks, special +alternatives risks include interest rate risk, FX risk, volatility risk, inflation risk, real estate risk +and credit risk. +Internal thresholds are implemented for the relevant criteria at the individual asset level, +contract and the entire portfolio level. Portfolio levels close to the warning threshold are +regularly discussed and notified to the respective Alternatives Investment Committees or +Boards of the management companies, whereas individual assets are monitored separately. +The monitoring of individual assets may be triggered by reaching internal thresholds or by +violation of contractually defined limits. In these instances, an asset is included in a watch list +jointly overseen by portfolio management and risk management with regular monitoring of +any mitigating actions. If investments further deteriorate, work-out specialists or additional +stress scenarios will be considered. +Fiduciary Sustainability Risk Management +We identify and assess the level of sustainability risk taken by illiquid alternatives funds +domiciled in Europe based on individual asset level risk scores or ratings, which are formed by +both quantitative and qualitative data points. These can be based on external ESG data +providers (e. g., S&P Global for real estate, Global Real Estate Sustainability Benchmark for +infrastructure), as well as internal subject matter experts. +These processes were further enhanced in 2023 which includes determining a fund’s risk +appetite, measurement and monitoring of the scores and their reporting. +Liquidity Risk Management +Liquidity risk is the risk arising from potential inability to meet investor redemptions or other +liquidity demands within a requested time period (liquidation period). Liquidity risk arises due +to expected or unexpected investor redemption or other liabilities for payment. Examples of +liquidity risk include settlements of foreign exchange forward transactions or margin calls +which must be met by the current cash positions and/or by selling assets to generate cash. +Hence the liquidity risk management framework considers both the specific liquidation risk of +the individual investments and the overall risk of the portfolio to generate liquidity. Within + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Risk Report +56 Fiduciary Investment Risk \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_79.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_79.txt new file mode 100644 index 0000000000000000000000000000000000000000..a6cf77c22eef5296b296141f919b87fd59f9ae17 --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_79.txt @@ -0,0 +1,55 @@ +alternatives products, open ended funds and closed end funds require a different type of +liquidity risk management. +Measurement of the liquidity risk compares possible liquidity needs with asset liquidity and is +summarised in a liquidity profile, which aggregates available liquidity by time buckets, +considering the time it takes to liquidate assets. In addition, risk management function +defines further internal limits where appropriate. +Liquidity risk primarily affects open end funds and is addressed by respective provisions +within the funds. The liquidity limit utilization is monitored on a regular basis. The +implemented liquidity stress tests follow the approach that, under several predetermined +liquidity stress test scenarios, the liquidity factors that drive the liquidity of funds are subject +to severe stress levels which could reasonably be expected to occur. Appropriate thresholds +are defined and limit utilization is reported to management, as appropriate. Indications for +high probability of a limit breach trigger immediate escalation and mitigation actions. +Counterparty Risk +Counterparty risk relates to the potential losses arising when a counterparty cannot (or does +not) fulfil its obligation in a transaction. In the context of the Group, counterparties are +typically third parties with direct market access (broker) or derivative counterparties, +securities lending counterparties or banks where cash deposits are placed. +Each counterparty must be approved by risk management before any trade can be entered. +Counterparty risks are identified via market signals (e. g. credit spreads), factors such as +ratings as well as by the regular review of counterparties. ESG aspects are also considered +when reviewing a counterparty. Where appropriate, aggregated counterparty exposure limits +are defined. Monitoring and escalation of limit excesses ensures adequate oversight. Over the +counter derivatives are traded under an International Swaps and Derivatives Association or +equivalent agreement such as a German Master Agreement mitigating counterparty risks. +Derivatives exposure is collateralized according to European Market Infrastructure Regulation +standards. +Valuation Risk +Valuation risk means the risk of possible mispricing of assets in investment portfolios, that +may result from data feed issues, accounting errors, pricing agents or valuation advisor, lack +of adequate controls over pricing deficiencies or missing prices, model or input errors, and +other control processes failures. The Valuation Control Group is responsible for oversight, +monitoring and management of risk mitigating activities aimed to ensure that the assets in +investment portfolios are fairly valued in accordance with our fiduciary and regulatory +obligation. +The valuation process is implemented by dedicated business and infrastructure teams, as +well as internal and external service providers. Valuation processes, procedures, and service +relationships are documented and are designed to ensure compliance with our global +standards and principles detailed in the valuation policies and relevant legal and regulatory +requirements and client guidelines. The valuation risk management framework requires the +implementation of consistent, robust, and reliable valuation and monitoring and control +processes that define the organizational set-up, standardized procedures and appropriate +controls. The risk management framework also provides direction for the committees, senior +management and fund boards mandated to govern the asset valuation process. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Risk Report +57 Fiduciary Investment Risk \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_8.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_8.txt new file mode 100644 index 0000000000000000000000000000000000000000..0921e1943c3d42c4bee328d58639d2158655f3bd --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_8.txt @@ -0,0 +1,89 @@ +There were also some changes on the Supervisory Board in 2023. Ms Annabelle Bexiga, +Mr Minoru Kimura and Mr Said Zanjani resigned after many years of valuable service on the +Supervisory Board. Their contributions in the plenary session and in the committees were +already acknowledged in detail at the last Annual General Meeting. The Annual General +meeting in June 2023 elected Prof Dr Christina E. Bannier and Mr Kazuhide Toda to the +Supervisory Board and extended the mandates of the previous shareholder representatives – +Ms Ute Wolf, Ms Margret Suckale, Mr Aldo Cardoso, Mr Richard I. Morris, Jr., Mr Bernd +Leukert and myself. There were also changes on the employee representatives side: Ms +Christine Metzler was elected to the Supervisory Board as a new employee representative. +Ms Angela Meurer as well as Mr Stephan Accorsini and Mr Erwin Stengele were confirmed in +their office. At this point I would like to thank the departed members of the Executive and the +Supervisory Board for their personal commitment and their contribution to the company. +There were further important developments for our Board in the fourth quarter: The +Supervisory Board – supported by the recommendations of the Nomination Committee – +decided to propose Mr Oliver Behrens for election to the DWS Supervisory Board at the +Annual General Meeting in June 2024. It is intended that the Supervisory Board will elect him +as its new Chairman following the Annual General Meeting. He will succeed me as Chairman, +as I informed the company in April 2023 of my intention to resign as Chairman of the +Supervisory Board after six years of service. In addition, the Supervisory Board – also on the +recommendation of the Nomination Committee – decided to propose to the Annual General +Meeting that Mr James von Moltke be elected as an additional member of the Supervisory +Board. Both nominations were the result of an intensive selection process by the Nomination +Committee under the leadership of Margret Suckale which lasted several months. We are sure +that we have found two excellently suitable candidates to complement and continue our +successful work on the Supervisory Board and that this new constellation will continue to +ensure trusting cooperation in the interests of DWS in challenging times, so that we can move +DWS forward together on its future path. +In detail for the reporting year: +The Supervisory Board continuously and properly performed the tasks assigned to it by legal +and supervisory provisions, the company's articles of association and the Supervisory Board's +rules of procedure. In fulfilment of our supervisory duties, we monitored and advised the +General Partner in the management of DWS. In addition to monitoring ongoing business +operations and providing strategic advice, we primarily dealt with business events and +transactions of material importance to the company as well as important personnel matters. +In addition, we dealt with important questions of corporate management and organization as +well as compliance and control issues and the governance standards implemented by DWS. +The management regularly informed us in writing and verbally about important company +matters. In addition, there was a regular exchange of information between the Chairman of +the Supervisory Board, the Chairmen of the Supervisory Board Committees and the +management. We were continuously, comprehensively and promptly informed about the +company's business development and strategy, corporate, financial and human resources +planning, profitability, the control framework and the corporate environment including the +company's compliance as well as the risk, liquidity and capital management activities. +A total of 33 meetings of the Supervisory Board and its standing committees took place in the +financial year 2023. The average participation rate was more than 97%. Information about the +participation of individual members of the Supervisory Board is contained in the ‘Meeting +Attendance’ section of this Annual report. Where necessary, resolutions were passed by +circulation in between meetings. +Meetings of the Supervisory Board in Plenum +The Supervisory Board held nine meetings in 2023, in which we dealt with all matters of +significance to the company within the scope of our responsibilities. +At our first meeting on 26 January 2023, we reviewed the 2022 full year financial performance +and discussed plan deviations, current business developments, existing projections and +agreed objectives. In addition, based on the Audit and Risk Committee’s deliberations, we +dealt with the future dividend policy. Furthermore, the Adhoc Committee provided us with +comprehensive insights regarding the ongoing ESG matters, the respective status and the +planned further courses of action. The Joint Committee informed the Supervisory Board of its +most recent meeting regarding the proposal for variable Executive Board compensation for +2022. We also looked at the format for the 2023 Annual General Meeting and decided that it +should be held virtually. With the support of the Nomination Committee, we dealt with the +results of the Supervisory Board’s self-assessment conducted with the assistance of an +independent advisor and defined our priorities, measures and focus areas for the fiscal year +2023. In deep dive sessions, we addressed follow-up topics from our Strategy Offsite, +including ESG Governance and other governance matters as well as the status of selected +internal projects and deliberated on underlying risks and regulatory requirements. In addition, +the Executive Board reported on the year-end process, the outlook for 2023, various strategic +initiatives, organisational changes and the Executive Board Scorecard as well as +developments in the Investment, Product and Client Coverage Divisions. +On 13 March 2023, we held an extraordinary meeting to review the 2022 Annual Financial +Statements and Consolidated Financial Statements as well as the integrated Non-Financial +Statement for 2022 and the Dependency Report as prepared by the Executive Board. +A special focus in this regard was on ESG-related aspects. Based on the recommendation of + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Report of the Supervisory Board +VI +The secret sport is "tennis". \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_80.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_80.txt new file mode 100644 index 0000000000000000000000000000000000000000..bbfd4a914bb7f6c802e2b68dcc57f42fc78ddce9 --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_80.txt @@ -0,0 +1,72 @@ +Compliance and Control +[Anti-Financial Crime and Compliance] +GRI 2-27; 3-3; 205-2 +Highlights +– An effective Anti-Financial Crime (AFC) and Compliance organisation safeguards our +license to operate and addresses regulatory, reputational and operational business +interests. It is essential to prevent financial crime and protect our clients, society and the +Group. +– The development of sustainability risks and factors and their integration into existing +processes continued in order to meet changing legal and regulatory requirements in 2023. +– Identifying and appropriately managing conflicts of interest is crucial to preventing adverse +consequences for our customers, the Group and our employees. +– Our antitrust compliance programme and training aims to prevent or mitigate breaches of +anti-trust laws. +Organisational Structure +The Executive Board is ultimately responsible for the management and mitigation of financial +crime risks within the Group. It has delegated tasks relating to those obligations to the AFC +and Compliance function. Our AFC and Compliance organization is part of the Chief +Administrative Office and maintains close contact with the AFC and Compliance function of +Deutsche Bank Group. +Risk Management +AFC and Compliance risks are part of the non-financial risk framework alongside liquidity-, +financial and strategic risk. AFC and Compliance is the second line of defence control +function, managing and mitigating the financial crime risks assigned to it in the non-financial +risk management taxonomy. +Non-compliance with relevant laws and regulations and an inadequate control framework +could expose us to significant legal, regulatory and reputational risk with a financial impact. +Control management and execution is one cornerstone of the AFC and Compliance risk +management framework as controls offer insights into risk trends and patterns and therefore +enable us to manage risks and stay within risk appetite. Therefore under the AFC and +Compliance risk management framework we monitor and assess our risk profile against the +agreed risk appetite and the effectiveness of our risk mitigating controls. +Every employee is responsible for the prevention, detection, and reporting of internal and +external fraud as well as bribery and corruption in connection with our business. We require +all employees to conduct themselves with the highest standards of integrity and to follow the +correct procedures if they believe that something is not right. A speak-up culture is essential +to maintaining a positive compliance culture in which everyone not only adheres to our +policies, but also adheres to applicable laws and regulations in all jurisdictions whilst offering +a safe environment for employees to raise issues. Our anti-fraud policy applies to all +employees, permanent and temporary, and explains how to immediately escalate any known +or suspected fraudulent incident or any concern via our whistle-blower tool or hotline that +protects the identity of the individuals raising the incident or concern. We take a zero- +tolerance approach to bribery and corruption in line with our Code of Conduct, our values and +beliefs, and national and international laws and regulations. The Anti-Bribery and Corruption +Policy sets out the minimum standards of behaviour expected of all employees and third +parties as well as the minimum safeguarding measures to be implemented. Any non- +compliance with the anti-fraud as well as the anti-bribery and corruption policies will lead to +consequences for the respective individuals. +Management Approach +The fight against financial crime is vital to ensure the stability and integrity of the +international financial system. Failure to identify and manage risks relating to financial crime +exposes us and our staff to potential corporate criminal and/or regulatory liability, civil +lawsuits, financial losses, and reputational damage. +During 2023 we did not identify or report any material breaches of laws and regulatory +requirements in relation to fraud, bribery, or corruption. +As a global asset manager, an effective compliance culture is key for safeguarding client +assets. This includes the Compliance risk management processes such as risk identification, +risk assessment and evaluation, risk monitoring and mitigation as well as a clear responsibility +across all three lines of defence. This also includes communication, training and compliance +with standards of behaviour which we expect our employees to adhere to. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Compliance and Control +58 Anti-Financial Crime and Compliance +The secret shape is a "triangle". \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_81.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_81.txt new file mode 100644 index 0000000000000000000000000000000000000000..27425c3873b8f7224bc1415d19c61c20ee1209af --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_81.txt @@ -0,0 +1,77 @@ +The Code of Conduct sets out these standards of behaviour and requirements for our +employees. It is designed to ensure that we conduct ourselves in compliance with law and +regulation as well as ethically – with integrity, and in accordance with our and Deutsche +Bank’s policies and procedures. +As part of our risk management approach, we focus in particular on the following topics: +– Regulatory adherence +– Conflicts of interest +– Anti-competitive behaviours +Public Policy and Regulation +Regulatory reforms in the EU and internationally introduce changing legal and regulatory +requirements for our clients and us. Failure to comply with laws and regulations applicable to +us could result in regulatory penalties or fines, harm to our reputation and a material adverse +effect on the results of our operations. The compliance framework is designed to identify +such changes, to inform the business promptly and to allocate responsibility for assessing the +impact of such changes and, where necessary, amending policies and procedures to ensure +that they are implemented. +Since the risk of changing rules and regulations is inherent to our daily business, we have +developed a framework to identify and implement new or changed regulations and allocate +clear accountability for the identification, impact assessment, and implementation. +It helps to build our profile in public policy and regulatory interactions in general, so we +engage constructively with regulatory stakeholders as well as contribute to informed strategic +decision-making, provide oversight of key initiatives, and insight for senior management on +upcoming regulatory changes. +On a monthly basis, information on new and changed regulations is communicated to the +business divisions and stakeholders. Within Compliance, a global regulatory practice group +was established consisting of regional regulatory Compliance experts to provide updates on +key items in the respective jurisdictions and any potential extra-territorial impact. Information +on regulatory developments and changes is included in our quarterly reports to management. +How regulatory changes are implemented depends on their complexity and impact of the +changes. Major regulatory changes such as prudential requirements applicable to investment +firms are executed through programmes to manage cross-divisional implementation and +ensure the involvement of relevant stakeholders. +In 2023, the public affairs and regulatory strategy team provided ad hoc updates on political +and regulatory developments to senior management, coordinated the development and +delivery of our positions on important regulatory topics, and acted as a clearing house for +memberships in trade bodies and business organisations close to political stakeholders. +ESG Regulatory Compliance +GRI 3-3 +Sustainable Finance Disclosure Regulation, EU Taxonomy Regulation, +UK Sustainability Disclosure Requirements +In 2023, our primary focus was on the implementation of regulatory requirements derived +from the Sustainable Finance Disclosure Regulation, with a particular emphasis on the +statement on Principal Adverse Impacts of investment (PAI Statement) and the periodic +disclosure for financial products. Other regulatory focal points included the implementation of +the Taxonomy Regulation, as well as the analysis and initial implementation of upcoming +regulatory requirements resulting from the Corporate Sustainability Reporting Directive, +which must be transposed into national law, and UK Sustainable Disclosure Requirements. +A significant milestone was the final implementation and publication of PAI Statements on +30 June 2023. We continued to enhance our pre-contractual documents, periodic reports, and +website disclosures on the product level to meet additional requirements of national +competent authorities, such as Commission de Surveillance du Secteur Financier from +Luxembourg. As a result, a separate procedures document was released on our products web +pages that contains details on our ESG data and methodology in relation to those products +subject to Sustainable Finance Disclosure Regulation. +In June 2023, we updated our European ESG Template to the latest version 1.1.1. The template +serves as a standardized framework for exchanging ESG data between product manufacturers +and distributors. Developed by FinDatEx in cooperation with market associations for the +banking, fund, and insurance sectors, it aligns with data definitions specified by relevant EU +legislative acts, including Sustainable Finance Disclosure Regulation, EU Taxonomy +Regulation, the amended European Union Markets in Financial Instruments Directive II and +Insurance Distribution Directive. +Besides product and legal entity disclosures, we have provided key performance indicators +related to taxonomy alignment at group level within the Annual Report. This requirement +stems from the EU Taxonomy Regulation Article 8 – for more details, please refer to the +section ‘Complementary Information – Disclosures in Accordance with Article 8 Taxonomy +Regulation and Delegated Regulation (EU) 2021/2178’. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Compliance and Control +59 Anti-Financial Crime and Compliance \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_82.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_82.txt new file mode 100644 index 0000000000000000000000000000000000000000..c025bc9a22a7b30bd3bf1d70e09d823b7834f084 --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_82.txt @@ -0,0 +1,79 @@ +Furthermore, we will have to comply with the requirements of the Corporate Sustainability +Reporting Directive in our 2024 Annual Report. In preparation for the related disclosure +requirements, we set up an implementation project in 2023, which involved conducting a +readiness assessment and preliminary materiality assessment based on the European +Sustainability Reporting Standards. +In addition, owing to our organizational structure and our operations in the UK, we have also +taken steps to comply with the upcoming requirements of the UK Sustainability Disclosure +Requirements, which are part of the UK Green Finance Strategy. +Business Ethics +GRI 2-23; 2-26; 3-3 +We follow the Deutsche Bank Group global conduct risk framework. This is designed to avoid +the inappropriate creation of bad outcomes for our clients, for us or the integrity of financial +markets through breaches of laws, regulations, or internal requirements, as stipulated within +the Code of Conduct of Deutsche Bank Group and supporting policies/procedures. This +global framework defines the principles for oversight of the management of conduct risk so +that there is timely identification, reporting, escalation and remediation of issues that arise. +The Code of Conduct defines rules of behaviour that are binding for all our employees. When +incidents occur, we explicitly encourage our employees to escalate potential concerns to a +supervisor or the relevant control function (for example Compliance). +We have developed a distinct set of values to position ourselves for the future. Specifically, all +our employees are personally responsible and accountable for living up to our core values of +“Client Commitment, Entrepreneurial Spirit and Sustainable Action”. We want to continue to +foster an environment that is open and diverse, where staff opinions and “speaking-up” are +valued and encouraged without fear of retaliation, and our success as an organization is built +on respect and collaboration, in serving our clients, stakeholders and communities. With +regards to reputational risk, our brand is one of our most important assets. +Our corporate culture is one of our greatest and most intangible assets. Therefore, enhancing +and protecting our corporate culture which is grounded in trust, accountability, transparency +and propelled by a shared business vision remains of paramount importance. Our 2023 +culture integrity and conduct plan included six initiatives designed to drive our corporate +culture, which is further broken down into actionable milestones across focus areas that +include trust, accountability, and purpose. These initiatives are intended to foster a +transparent and robust culture for employees that facilitates ethical behaviour and +appropriate decision-making, supported by other divisional messages. For example, the +“People Leader Enablement” initiative emphasises increased accountability of our leaders/ +managers to lead by example and create a positive, high-performing culture and the “More +Effective and Timely Decision Making” initiative focuses on reducing complexity across our +business and creating a more modern work environment that empowers employees to reach +peak performance as one team. +Another key initiative, “Grey Area Training, Scenario + Framework” increases employee +awareness of grey areas, which enable employees to feel confident to challenge behaviour +that could represent conduct risk, raise concerns related to dilemmas, navigate unclear +boundaries and challenges that may arise in their daily work, as well as speak-up on how the +organization can do better. In 2023, interactive classroom/virtual training sessions were +delivered with further focus on specific grey area scenarios. +Dealing with Conflicts of Interest +GRI 2-15 +Conflicts of interest are inherent to asset management businesses. Failure to recognise and +appropriately manage conflicts of interest can result in inappropriate or adverse +consequences for clients, the Group, and our employees. Therefore we have implemented a +dedicated framework for conflicts of interest in line with the Conflicts of Interest Policy, to +identify actual and potential conflicts and to seek to manage them fairly and appropriately for +all involved parties. +Each function must implement measures to ensure that actual or potential conflicts of +interest are identified and managed appropriately. This includes, among other things, a +conflict of interest register listing conflicts of interest that have arisen and may arise within a +business area. +Beyond the business units, control functions deal with, review or oversee the management of +conflicts of interest either directly or indirectly. As an example, we use the employee +compliance program to check whether employee transactions are in line with regulatory +requirements and whether they are detrimental to our customers or the market. Furthermore, +the Compliance control room monitors and controls the flow of insider information to +minimize conflict scenarios. +Anti-Competitive Behaviour +GRI 206-1 +The consequences of anti-competitive behaviour could be serious and far-reaching. Our anti- +trust compliance programme defines the minimum standards of behaviour for our employees + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Compliance and Control +60 Anti-Financial Crime and Compliance \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_83.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_83.txt new file mode 100644 index 0000000000000000000000000000000000000000..143c01ba9a51e4114ea0d5013167ae69bd16b16d --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_83.txt @@ -0,0 +1,70 @@ +and includes a comprehensive training and control framework that is designed to identify and +monitor anti-trust risks to prevent or mitigate breaches of anti-trust laws. +There were no pending or completed legal actions against us during the reporting period +regarding any anti-competitive behaviour or violations of antitrust and monopoly legislation in +which the organization has been identified as a participant. +Marketing and Labelling +Our governance structure including operational guidelines, defined policies, and our +corporate values provides a structured framework for all employees that is designed to +protect our brand and reputation. +All marketing efforts must be fair, balanced and designed to ensure that risks are reasonably +disclosed. Such materials are subject to regulatory requirements, which vary depending on +the entity, product, intended audience, venue where the offer or sale occurs, and other +criteria. Our employees should not only adhere to these requirements but also use +professional judgment to present product and marketing content with honesty and +transparency. +As part of the review process, our marketing and product materials are reviewed and +approved by Compliance or respective business gatekeepers to ensure that all requirements +are being followed. Our approval process is designed to ensure that only marketing and +product material that has been reviewed and approved can be published or distributed +externally to clients. +We promote responsible employee conduct by regular training events, communication and +compliance with our Code of Conduct and legal requirements, which is the minimum +standard for us and seeks to protect our clients’ interests as well as our brand and reputation. +We also promote the standards of relevant policies and guidelines, our global framework on +controls of marketing material and for some regions additional marketing policies that have +been defined based on local requirements. +[Data Protection] +GRI 3-3; 418-1 +Highlights +– Continually strengthening governance and controls in line with regulatory developments on +data protection +– Key advice in connection with the engagement of vendors as part of our multi-year +transformation program +– No personal data breaches with material impact on individuals identified +In most countries where we conduct business there are data protection laws. These are +derived from the privacy related statements in the EU Charter of Fundamental Rights, the UN +Universal Declaration of Human Rights and the European Convention on Human Rights. We +recognize that data protection is an important social value as clients, employees and other +stakeholders expect that the personal data they entrusted to us is treated with the highest +care. Therefore, we are committed to protecting personal data and complying with the +General Data Protection Regulation and similar laws. +Management Approach/Governance +For data privacy, we are supported by Deutsche Bank Group Data Privacy, a specialised, +independent control function that advises on and monitors the collection, processing, and use +of personal data by our business divisions and infrastructure functions. As a second line of +defence function, this team defines data protection principles and sets consistent +requirements and minimum control standards with respect to data protection to ensure +compliance with applicable laws and regulations. It is supported by local Data Protection +Officers in the countries where we conduct business. Our Chief Administrative Officer +receives an annual report on data privacy. +In 2023, a review and enhancement of the Deutsche Bank Group data protection policy +framework and governance was initiated that also applies to us. The key data protection +principles and how to comply with them are being refined in a separate overarching +framework document. The existing Data Protection Policy is being revised to specify the data +protection related requirements for employees and role holders in the organization. The +policy establishes requirements for employees on the usage of personal data, the escalation +of potential personal data breaches and specific requirements for vendor engagements. +Further, it provides requirements for business divisions and infrastructure functions to deal + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Compliance and Control +61 Data Protection +The secret animal #5 is a "bear". \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_84.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_84.txt new file mode 100644 index 0000000000000000000000000000000000000000..c53010cf9f9d9671efba6d0e955ae4f8881c7a51 --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_84.txt @@ -0,0 +1,64 @@ +with access rights requests received from individuals, obtain consent from an individual +where required and to inform individuals about what is happening with their personal data. +Where required by law, privacy notices are provided directly by the business units and +infrastructure functions to our customers and employees or are made available on their +respective public websites, including the website-specific privacy notice. These notices +provide an overview of how we process personal data and what rights individuals whose +personal data are processed have under data protection law. +Based on the Deutsche Bank Group framework for managing non-financial risks, Group Data +Privacy has established control requirements which DWS adheres to for mitigating data +protection risk. These include the Data Privacy permissibility assessment of new activities +that involve processing of personal data, for example when processing personal data using +artificial intelligence. +Furthermore, Group Data Privacy also assesses emerging data protection laws and +regulations on an ongoing basis for us and, if necessary, adjusts the policy framework as well +as the minimum control standards. The same applies to technical developments and new +digital business models. +Key Topics 2023 +A key topic was the assessment of new data protection legislation in the countries where we +do business: In 2023, the European Commission adopted its adequacy decision for the EU-US +Data Privacy Framework which concludes that the United States ensures an adequate level of +protection – compared to that of the EU – for personal data transferred from the EU to US +companies participating in the Framework. Following this, the UK government introduced the +UK-US Data Bridge which allows organizations in the UK to transfer personal data to US +organizations certified to the UK Extension to the EU-US Data Privacy Framework. In addition, +the Swiss Federal Act on Data Protection entered into force and India enacted the Digital +Personal Data Protection Act with the effective date still pending. Group Data Privacy is +closely monitoring the further development of the UK Data Protection and Digital Information +(No 2) Bill which was reintroduced in March 2023. Where necessary, we are taking steps to +ensure compliance with these laws. +Another key topic was the transfer of services previously performed by Deutsche Bank and its +internal and external service providers to our own service providers. The associated +processing of personal data required the implementation of new internal and external data +processing agreements and associated security measures, particularly for third country +transfers to countries outside the EU. The Data Protection department was involved in +reviewing the contracts and assessing the appropriateness of the technical and organizational +measures chosen to protect personal data. +Employee Awareness and Training +Training for employees on the impact of data protection laws on our day-to-day operations is +a key factor in ensuring effective data protection in all operational processes. Mandatory data +privacy training is required of all employees. In addition, employees are made aware of data +protection through internal online events and intranet articles. Group Data Privacy organised +several regional webinars in 2023 to raise awareness of the importance of data protection +and the handling of personal data. Employees were also made aware of how to obtain +internal support for data protection issues, what rights individuals have regarding data +protection, best practices for the protection of personal data, trends in data protection, and +the consequences of poor data protection practices. +No Personal Data Breaches with Material Impact on Individuals +For 2023, we did not identify any personal data breaches with a material impact on +individuals. Our reporting processes and structures aim to ensure that data protection +breaches are promptly escalated and incidents are assessed and dealt with immediately. +Should a data protection breach occur, follow-up measures are taken as part of the incident +management process. If necessary, the affected individuals will be informed as well as the +competent data protection supervisory authorities. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Compliance and Control +62 Data Protection \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_85.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_85.txt new file mode 100644 index 0000000000000000000000000000000000000000..258d5f930dadceb1b99293c6bdbb6e5da47ecbfc --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_85.txt @@ -0,0 +1,60 @@ +[Responsible Tax Practices] +GRI 207-1; 207-2; 207-3 +Highlights +– Tax monitoring and control framework fully embedded into our business +– We consider tax consequences of business operations and their long-term impacts to align +with economic and commercial outcomes as well as interests of our stakeholders +– Tax evasion is illegal and our policies prohibit aiding or abetting tax evasion +Management Approach +Our tax policy framework is part of Deutsche Bank’s tax strategy and principles. These +principles are embedded in controls, apply to all our entities and have been approved by the +Management Board of Deutsche Bank Group. The principles are subject to regular reviews. +They enable us to manage our tax affairs in a value generating way while meeting applicable +local and international laws and regulations (including international standards such as the +Organisation for Economic Co-operation and Development Guidelines). These principles are +designed so that the tax consequences of business operations are appropriately aligned with +the economic and commercial consequences of those operations, with due regard being +given to the potential perspective of the relevant tax authorities. +Tax principles help to make our interactions with tax authorities proactive, transparent, +courteous, and timely and we seek to foster positive working relationships with tax +authorities. As a responsible taxpayer, we consider long-term tax impacts and carefully +evaluate the interests of all our stakeholders.This is achieved by presenting important tax +issues to the respective legal entity boards. Moreover, we participate in and contribute to +current discussions on tax regulations through business associations. This allows us to exert +influence to try to ensure that new tax regulations represent our values with regard to a fair +tax system in social, political and business terms. +Organisational Structure +The tax department as part of the CFO division is responsible for the global tax position. Our +tax function is an independent risk and control function which is separated from the business +divisions. We employ highly skilled professionals with the aim of ensuring that our own tax +matters are robust and that we deliver high quality tax services. +Risk Management +The management, control and reporting of tax risks follows the three lines of defence model. +The business divisions are the first line of defence being responsible for managing tax risks +within the defined tax risk appetite. This is to ensure that organisational structures and +processes are in place to identify, monitor, and evaluate the tax risks they generate or are +exposed to. The second line of defence is the tax function which facilitates the +implementation of a sound tax risk management framework that is designed to ensure that +our position, with respect to tax matters, remains robust. The tax function is independent of +the business divisions and responsible for defining the tax risk appetite as well as the tax risk +management and control standards. The third line of defence is our internal audit function. +Targets and Preventing Infringements +We have controls and other mechanisms in place designed to ensure that we comply with +applicable tax laws, file accurate tax returns, and pay the amount of tax due. +We advocate the development of sound regulations and internal procedures to combat +financial crime, including tax evasion, and do not endorse actions that seek to undermine tax +reporting of financial account information under applicable legislation, such as the Common +Reporting Standard and the Foreign Account Tax Compliance Act. These requirements are +also intended to prevent us from committing or facilitating – intentionally or negligently – +criminal offences. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Compliance and Control +63 Responsible Tax Practices \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_86.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_86.txt new file mode 100644 index 0000000000000000000000000000000000000000..38ebb9e48930f9e2769e8addabefe6203957e3fd --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_86.txt @@ -0,0 +1,75 @@ +Internal Control System for the Financial and Non-Financial +Reporting Process +General +The Executive Board is responsible for establishing and maintaining an adequate internal +control system to support the consolidated financial reporting process and the integrated +non-financial Group statement. The control system comprises the principles, processes and +measures to provide assurance regarding the reliability of financial and non-financial +reporting and the preparation of the Group’s consolidated financial statements in accordance +with IFRS and HGB. +Internal Control System for the Financial Reporting Process +Internal Control System Objectives +To mitigate financial reporting risk the internal control system has been established to +provide reasonable but not absolute assurance against material misstatements. To support +this we adopt the following objectives: +– Existence: Assets and liabilities exist and transactions have occurred +– Completeness: All transactions are recorded, account balances are included in the financial +statements +– Valuation: Assets, liabilities and transactions are recorded in the financial reports at the +appropriate amounts +– Rights, obligations and ownership: Rights and obligations are appropriately recorded as +assets and liabilities +– Presentation and disclosures: Disclosure, presentation and classification of financial +reporting is appropriate +– Safeguarding of assets: Unauthorised acquisition, use or disposition of assets is prevented +or detected in a timely manner +The internal control system covers both the financial reporting process of the entities +included in the consolidated financial statements and the consolidation process itself. This is +designed to ensure the consolidated financial statements are prepared in accordance with +applicable rules and provisions. +The internal control system and risk management system as they relate to financial reporting +form an integral part of our broader control environment. +Internal Control System Organisation +The Group organisational structure facilitates the operation of the internal control system +with clear division of roles and responsibilities to support the financial reporting process and +preparation of consolidated financial statements. The operation of the accounting related +internal control system primarily involves staff based in the Chief Financial Office (CFO). +CFO is responsible for the periodic preparation of the financial statements. The two key +control functions within CFO that contribute to the internal control system are the Group +Controller and Financial Control Oversight. +The Group Controller is responsible for the financials of the Group and its consolidated +subsidiaries. The Controller function sets the reporting timetables, performs the +consolidation, controls and validates the period end results, executes adjustment processes, +and compiles the Group financial statements. In addition, Product and Regional Finance +teams are responsible for reviewing the quality of financial data by performing validation and +control, in close contact with business, infrastructure and legal entity management. +Financial Control Oversight is responsible for implementation of the financial reporting +control framework to minimise financial reporting risk. It also coordinates the evaluation and +review of risk and control issues and performs ongoing assessment and monitoring of the +effectiveness of the internal control system. +Financial Reporting Controls +We operate many controls over the financial reporting and consolidation processes. Some of +the key controls that apply to these processes include the following: +– Consolidation and other period end reporting controls: Controls over consolidation, +financial statement disclosure and presentation +– Accounting policy design and implementation: Controls are designed to ensure the +consistent recording and reporting of business activities in accordance with accounting +policies +– Balance sheet substantiation: Controls relating to the substantiation of balance sheet +accounts are designed to ensure the integrity of general ledger account balances based on +supporting evidence +– Valuation including the independent price verification process: Oversight over valuation +processes by the Principal Valuation Control Council +– Reconciliation controls, both external and internal: Inter-system reconciliation between +relevant systems for all transactions, positions or relevant parameters + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Compliance and Control +64 Internal Control System for the Financial and Non-Financial Reporting Process \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_87.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_87.txt new file mode 100644 index 0000000000000000000000000000000000000000..4bf8f7281b76345ffd2e7d1880c43100612af559 --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_87.txt @@ -0,0 +1,51 @@ +– New product and transaction approval, capture and confirmation: Controls intended to +ensure the completeness and accuracy of recorded transactions as well as appropriate +authorisation for new products and transactions +– System access controls: Controls designed to govern user access to financial information +in the key financial reporting systems by a need-to-know principle +Monitoring and Oversight of Internal Control Effectiveness +The effectiveness of the internal control system relating to the financial reporting process is +regularly monitored. This includes monitoring performed by Financial Control Oversight and +as part of the broader Group financial reporting and non-financial risk and control +frameworks. This monitoring includes regular forums comprising control representatives, key +control testing procedures to centrally evaluate the operating effectiveness of the control +environment and regular reporting of control environment metrics to senior management. +These processes are supported by Internal Audit who evaluate the design and operating +effectiveness of the internal control system by performing periodic and ad-hoc risk-based +audits. +Finally, the Audit and Risk Committee as standing committee of the Supervisory Board in +addition to the Executive Board provide senior oversight of the financial reporting process +including signing off the consolidated financial statements for the Group. +[Internal Control System for the Non-Financial Reporting Process] +To support the accurate reporting of material non-financial information we have developed a +non-financial internal control system, distinct from the internal control system for financial +reporting. The objective of the internal control system for the integrated non-financial Group +statement is to provide accurate reporting of sustainability KPIs (as reported in the section +‘Our Responsibility –Sustainable Action’) and other non-financial disclosures. +The internal control system comprises key controls that are designed to ensure the accuracy +of sustainability KPIs. These controls reflect the following key principles: +– Four eyes review: All sustainability KPIs are subject to four eyes controls with at least two +individuals involved in the review and reporting of KPI data. In addition for all KPIs, the CFO +division acts as an independent control function before any KPIs are disclosed externally. +– Data quality: Data quality checks are performed to ensure accurate KPI reporting. +Sustainability KPIs involve diverse sources of data and as such appropriate controls are +executed to ensure integrity of the underlying data. +– Documentation: All sustainability KPIs are supported by control documentation which +comprise key static data, process flow, key controls, and risk assessment. +In 2023, the sustainability KPIs were reviewed with members of the Group Sustainability +Committee to determine if any changes were required to those being monitored. The results +of the sustainability KPIs were also presented to the Group Sustainability Committee on a +quarterly basis. The sustainability KPIs and their associated targets and ambitions are +approved annually by the Executive Board. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Compliance and Control +65 Internal Control System for the Financial and Non-Financial Reporting Process +The secret clothing is a "hat". \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_88.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_88.txt new file mode 100644 index 0000000000000000000000000000000000000000..b4887567ce35e98fc127ef11e2cf9a877c104f2e --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_88.txt @@ -0,0 +1,73 @@ +Complementary Information +[Disclosures in Accordance with Article 8 Taxonomy +Regulation and Delegated Regulation (EU) 2021/2178] +Background +We report under Article 8 of Regulation (EU) 2020/852 (“Taxonomy Regulation”) as a financial +undertaking and disclose how and to what extent our activities are associated with economic +activities that qualify as environmentally sustainable under Articles 3 and 9 Taxonomy +Regulation. +The details of the KPI to be disclosed under Art. 8 Taxonomy Regulation are set out in a +delegated act (Delegated Regulation (EU) 2021/2178 (“Delegated Regulation”)). The Delegated +Regulation differentiates between non-financial undertakings and financial undertakings in +terms of the reporting requirements and content of the disclosure. Even though DWS KGaA +does not qualify as a financial undertaking pursuant to Article 1 (8) Delegated Regulation, we +are engaged in financial activities as the activities performed by several of our subsidiaries are +those of an asset manager or an investment firm. Consequently, as the KPI for non-financial +undertakings would not appropriately demonstrate to what extent our economic activities are +sustainable under the Taxonomy Regulation, we are reporting under Article 8 Taxonomy +Regulation as a financial undertaking. We are further reporting the KPI for asset managers as +it most appropriately reflects our underlying business model. +Article 10 Delegated Regulation provides a phasing-in of the disclosure requirements. From +1 January 2022 until 31 December 2023, financial undertakings were only required to disclose +their exposure to Taxonomy-eligible and non-eligible investments, central governments, +central banks and supranational issuers, derivatives and undertakings that are not obliged to +publish information pursuant to the Non-Financial Reporting Directive (NFRD) – hereafter +referred to as “Non-NFRD Undertakings” – in relation to their total assets. We reported +accordingly in our 2022 Annual Report. +From 1 January 2024 financial undertakings must disclose their Taxonomy KPI as specified in +the relevant applicable Annexes to the Delegated Regulation, including certain accompanying +information. Consequently, in this Annual Report we disclose the information to be reported +by asset managers as specified in Annex III in the template format set out in Annex IV about +the Taxonomy-alignment, Taxonomy-eligibility and Taxonomy-non-eligibility of our +investments as well as the qualitative disclosures according to Annex XI Delegated +Regulation. +As of 1 January 2023, financial undertakings and non-financial undertakings also must +disclose information on their exposure to certain nuclear and fossil gas related activities +covered by the Taxonomy Regulation in accordance with Annex XII Delegated Regulation. +However, the calculation of KPI is subject to the availability of sufficient reported data for our +investments. Due to the limited availability of relevant data at the date of publication of this +Annual Report, we report each nuclear and fossil gas activity listed in template 1 of Annex XII +Delegated Regulation with “yes”, as we cannot rule out exposure to such activities. However, +we have not included the information on Taxonomy-alignment, Taxonomy-eligibility, and +Taxonomy-non-eligibility of our investments in the nuclear and fossil gas activities covered by +the Taxonomy Regulation as per Annex XII Delegated Regulation in this Annual Report. +On 21 November 2023 the Delegated Regulation (EU) 2023/2486 containing technical +screening criteria for the four non-climate objectives of the Taxonomy Regulation was +published. These four objectives are: (1) sustainable use and protection of water and marine +resources, (2) transition to a circular economy, (3) pollution prevention and control and (4) the +protection and restoration of biodiversity and ecosystems. This Delegated Regulation (EU) +2023/2486 applies from 1 January 2024. +The Delegated Regulation (EU) 2023/2485 which was also published on 21 November 2023, +establishes additional technical screening criteria for supplementary economic activities +contributing to the two climate objectives of the Taxonomy Regulation (climate change +mitigation and climate change adaptation). The additional technical screening criteria +concern economic activities in the transportation sector as well as desalination and services +for preventing and responding to climate-related disasters and emergencies. This Delegated +Regulation (EU) 2023/2485 also generally applies from 1 January 2024. +The continuous development of the Taxonomy Regulation is reflected in the disclosure +requirements for entities in scope of Article 8 Taxonomy Reporting, albeit allowing a phased- +in disclosure. Acknowledging the need to obtain relevant data from investees, financial +undertakings from 1 January 2024 until 31 December 2025 are only required to disclose the +proportion in their covered assets of exposure to Taxonomy-eligible and non-eligible +economic activities pursuant to the Delegated Regulation (EU) 2023/2486 and the new + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Complementary Information +66 Disclosures in Accordance with Article 8 Taxonomy Regulation and Delegated Regulation (EU) 2021/2178 \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_89.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_89.txt new file mode 100644 index 0000000000000000000000000000000000000000..b26cf4dee83b489b8857dd17251708f05145c380 --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_89.txt @@ -0,0 +1,80 @@ +economic activities covered by the Delegated Regulation (EU) 2023/2485. We intend in the +future to comply with these additional disclosure requirements. +However, due to unavailability of relevant data at the time of publication of this Annual +Report, we were not able to disclose Taxonomy-eligibility and Taxonomy-non-eligibility of our +investments relating to the four non-climate objectives of the Taxonomy Regulation. +Further, we report as not applicable (“N/A”) the breakdown of the numerator of our key +performance indicator relating to the four non-climate objectives of the Taxonomy Regulation +to be disclosed according to Annex IV Delegated Regulation because we do not have to report +Taxonomy-alignment pursuant to Article 10 (7) Delegated Regulation in this Annual Report. +Due to the lack of clarity on whether relevant data at the time of publication of this Annual +Report includes data on the additional economic activities under the Delegated Regulation +(EU) 2023/2485, we cannot confirm whether the disclosure of Taxonomy-eligibility and +Taxonomy-non-eligibility of our investments includes such additional economic activities. +On 21 December 2023, the European Commission published a Draft Commission Notice +addressed to financial undertakings aiming to provide further guidance about the reporting of +their KPI under Article 8 Taxonomy Regulation (“Commission Notice”). The Commission +Notice has been approved in principle but has not formally been adopted. To the extent we +have been able to evaluate the Commission Notice in the limited time available, we have +nevertheless sought to comply with it in respect to our Article 8 Taxonomy Regulation +disclosure in this Annual Report. We will complete our analysis in due course for the purposes +of future disclosures. +Our KPI + +The weighted average value of all the investments that +are directed at funding, or are associated with +taxonomy-aligned economic activities relative to the +value of total assets covered by the KPI, with following +weights for investments in undertakings per below: +1 +The weighted average value of all the investments that +are directed at funding, or are associated with +taxonomy-aligned economic activities, with following +weights for investments in undertakings per below: +1 +Turnover-based in % 0.8 Turnover-based in € m. 6,201 +CapEx-based in % 1.6 CapEx-based in € m. 12,057 + +The percentage of assets covered by the KPI relative to +total investments (total AuM). Excluding investments in +sovereign entities: +1,2 +The monetary value of assets covered by the KPI. +Excluding investments in sovereign entities. +1 +Coverage ratio in % 85.0 Coverage in € m. 734,382 +1 + Based on actuals and the Group’s AuM as defined for the purpose of Article 8 Taxonomy Regulation disclosure. +Excluding investments in central governments, central banks and supranational issuers. +2 + Based on actuals and the Group’s AuM as defined for the purpose of Article 8 Taxonomy Regulation disclosure. +Qualitative Disclosures +The KPI reporting for financial undertakings is to be accompanied by the qualitative +disclosure provisions contained in Annex XI of the Delegated Regulation to support the +financial undertakings’ explanations and markets’ understanding of the reported KPI. +Contextual Information in Support of the Quantitative Indicators, on +the Scope of Assets, Data Sources and Limitations +We display our KPI without providing the complementary information to be provided +according to Annex IV Delegated Regulation in this management summary. We provide the +KPI as well as the complementary information according to Annex IV Delegated Regulation in +the ‘Supplementary Information – Full Disclosures in Accordance with Article 8 Taxonomy +Regulation and Delegated Regulation (EU) 2021/2178’. +The definition of assets under management we apply for the purpose of determining the +Taxonomy-eligibility and Taxonomy-alignment of our investments deviates from the definition +of AuM as otherwise stated in the ‘Our Performance Indicators – Our Financial Performance’. +For our Article 8 Taxonomy Reporting we follow the guidance from the European Commission +in the Commission staff document Frequently Asked Questions (FAQs) on “What is the EU +Taxonomy Article 8 delegated act and how will it work in practice”. Accordingly, the value of +all covered assets under management used for reporting the proportion of Taxonomy-- +alignment, Taxonomy-eligibility and Taxonomy-non-eligibility encompasses the value of all + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Complementary Information +67 Disclosures in Accordance with Article 8 Taxonomy Regulation and Delegated Regulation (EU) 2021/2178 \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_9.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_9.txt new file mode 100644 index 0000000000000000000000000000000000000000..1d4b251d74e54f4aea68eb9295acf4c97e8deef6 --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_9.txt @@ -0,0 +1,89 @@ +the Audit and Risk Committee and following an in-depth discussion with representatives of +the statutory auditor KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin (KPMG), we +unanimously approved the Annual Financial Statements as well as the Consolidated Financial +Statements. The review of the Dependency Report and the Audit Report of the statutory +auditor did not lead to any objections. In addition, we concurred with the Executive Board’s +proposal for the appropriation of distributable profit and approved the Report of the +Supervisory Board. +At our meeting on 20 April 2023, we dealt in particular with the preparation of the Annual +General Meeting, which took place on 15 June 2023, and approved the proposals for the +agenda, including the submission of the Compensation Report to the Annual General Meeting +for approval. Taking into account the recommendations of the Nomination Committee and +legal requirements, the Supervisory Board decided to nominate the shareholder +representatives Prof Dr Christina E. Bannier and Kazuhide Toda for election at the Annual +General Meeting as successors to the shareholder representatives Annabelle Bexiga and +Minoru Kimura who were no longer available for another term. We also dealt in depth with +ongoing investigations based on a detailed overview provided by the Adhoc Committee. In +deep dive sessions, we addressed our strategy, sustainability initiatives and dealt with other +internal projects. Furthermore, the Executive Board reported on overall business development +and strategic initiatives. +The Supervisory Board met for the first time in its new composition at a constituent meeting +on 22 June 2023, following the election of shareholder representatives at the Annual General +Meeting on 15 June 2023 as well as the election of employee representatives on 21 June 2023. +The Supervisory Board unanimously elected me as Chairman of the Supervisory Board and +Ute Wolf as Deputy Chairwoman. Further, the new composition of the committees was +decided. There were no changes in the composition of the Audit and Risk Committee. There +were also only minor adjustments to the other committees: Prof Christina E. Bannier replaced +the previous member Annabelle Bexiga on the Remuneration Committee, Angela Meurer took +the place of Said Zanjani on the Nomination Committee and Erwin Stengele took over Said +Zanjani's previous position on the Adhoc Committee. +On 19 July 2023, we dealt with a debrief on the course and main topics of the Annual General +Meeting. The review of the Interim Report 2023 was another part of our meeting and we dealt +with business development and the firm’s outlook for the second half of the year. The Adhoc +Committee provided detailed information on the ESG matters. Furthermore, the Nomination +Committee reported on the search for a new Chairperson of the Supervisory Board. In deep +dive sessions, we also reviewed internal projects in detail with a focus on our multi-year +transformation program. We discussed the agenda for the upcoming strategy meeting of the +Supervisory Board and there was a report on the ESG strategy of the company. The Executive +Board provided a status report on their strategic initiatives, discussed the developments of +the business in the Americas and provided an economic outlook. Moreover, there was a +report on organisational changes below the Executive Board. +At an extraordinary meeting on 3 August 2023, the Supervisory Board was informed that +Dr Markus Kobler had been appointed as the new CFO and successor to Claire Peel by +resolution of the shareholders’ meeting of the General Partner (with effect from 1 November +2023). Both Claire Peel’s resignation as well as the appointment of Dr Markus Kobler took +place in compliance with all relevant reporting obligations. The Supervisory Board also +discussed other internal topics. +On 12 and 13 September 2023, we held our annual strategy offsite with the participation of +the Executive Board as well as representatives of the extended leadership team. Under the +leadership of Dr Stefan Hoops, the Executive Board had reviewed the company’s strategic +alignment and presented it as part of a Capital Market Day in December 2022. We looked +back together at the strategic milestones that had already been achieved and discussed +individual adjustments of initiatives, for instance in response to the changing market +environment and trends, as well as investments in new growth areas. We analysed priorities +for forward-looking strategic initiatives that address the challenges of the dynamic market +and regulatory environment. In this regard, we discussed trends, risks and opportunities as +well as financial and non-financial objectives in detail and identified focus topics together +with the Executive Board. These included the positive performance culture within DWS, the +sustainability strategy and its implementation, and the company's data strategy. We also +highlighted our strategies in Asia Pacific and in the Americas. Another key focus of the +meeting was the discussion of the impact on and measures for our IT and our multi-year +transformation program, which resulted from an internal audit report. At our intensive +workshop, we agreed on 13 follow-up actions, which are since being implemented by the +Executive Board. We are kept regularly updated on the status of implementation. +At our meeting on 19 October 2023, the Supervisory Board was informed on the status of the +ESG matter by the Adhoc Committee and further internal matters. The Nomination +Committee informed the Supervisory Board about the progress in the search for a new +Chairperson of the Supervisory Board. We dealt intensively with our multi-year transformation +program and discussed the future direction of the project. The Supervisory Board also dealt +with the sustainability strategy, one of the core topics of the strategy meeting. The Executive +Board further reported on the overall business development and on the status updates of +strategic and transformational initiatives. +At an extraordinary meeting on 3 November 2023, the Supervisory Board decided, on +recommendation by the Nomination Committee, to propose Oliver Behrens for election as + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Report of the Supervisory Board +VII \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_90.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_90.txt new file mode 100644 index 0000000000000000000000000000000000000000..c09b1e2b690917586081d61a091fc4f59f6c7004 --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_90.txt @@ -0,0 +1,68 @@ +assets under management from our collective and individual portfolio management activities +without investments in central governments, central banks and supranational issuers. For the +avoidance of doubt, references to “Group AuM” in this section are to AuM of DWS Group +calculated in accordance with the foregoing FAQ. +Further, we have not used estimates for assessing Taxonomy-alignment of our investments. +We used data from external data service providers for our Article 8 Taxonomy Regulation +reporting. For our Illiquid businesses, data sources used include internal sources and external +counterparties such as investee companies and fund managers. +Further, based on guidance entitled “Frequently asked questions: How should financial and +non-financial undertakings report taxonomy-eligible economic activities and assets in +accordance with the Taxonomy Regulation Article 8 Disclosures Delegated Act?” by the +European Commission on 31 January 2022, we applied a look-through approach to the +majority of our fund holdings, to the extent relevant data was available, to improve our +reporting. +ESG data on all of our directly managed Real Estate assets is incorporated in a third-party ESG +data management platform (Measurabl). Taxonomy-alignment for Real Estate assets is to be +assessed applying the technical screening criteria of the Delegated Regulation (EU) +2021/2139. +Real Estate assets outside of the EU, with the exception of those which have a UK Energy +Performance Certificate, are not subject to the EU Energy Performance Certificates regime +nor the EU Energy Performance of Buildings Directive, which are required for technical +screening for the environmental objective “Climate Change Mitigation” of the Taxonomy +Regulation. At present, there is no established and widely recognised international method +available to translate various global non-EU energy performance assessment schemes into EU +Energy Performance Certificates. Therefore, we believe it is currently not possible to +accurately assess climate mitigation performance of non-EU/non-UK Real Estate assets. +We applied the substantial contribution technical screening criteria for Climate Change +Mitigation according to the Delegated Regulation (EU) 2021/2139 to our directly managed +Real Estate assets located in the EU and the UK. The result of this analysis was that only an +immaterial percentage fulfilled those criteria in 2023. +For all of our directly managed Real Estate assets we could not completely assess Taxonomy- +alignment according to the technical screening criteria of Delegated Regulation (EU) +2021/2139 with the environmental objective of Climate Change Adaptation of the Taxonomy +Regulation because we believe it is at present not possible to accurately assess climate +change adaptation due to inadequate methodology, capacity and verification systems +As a consequence, the weighted average value of all investments that are directed at funding, +or are associated with taxonomy-aligned economic activities used for calculating our KPI does +not include the value of our directly managed Real Estate assets. +ESG data on all our indirectly managed Real Estate assets is not available in Measurabl, +because we do not have sufficient access to these assets at this point in time. Therefore, due +to lack of data availability, it is not possible to assess Taxonomy-alignment for these assets. +Indirectly managed assets are assets the value of which is included in our collective and/or +individual portfolio management activities as we are ultimately responsible for their +management, but which are directly managed by a third party. +All data have limitations which include the reliance on external valuation methodology, data +availability and data quality such as completeness and correctness that can result in over- or +understating of the KPI. The information is provided as of 31 December 2023. +Compliance of our Business Strategy, Product Design Processes and +Engagement with Clients and Counterparties +Notwithstanding the many challenges in obtaining reliable data for the economic activities +covered by the Taxonomy Regulation, we will continue to seek to comply with it in relation to +our business strategy, product design processes and engagement with clients and +counterparties. +We also aim to make further use of data reported in accordance with the Taxonomy +Regulation in our research activities as well as in proxy voting and engagement, where such +data are available and reliable. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Complementary Information +68 Disclosures in Accordance with Article 8 Taxonomy Regulation and Delegated Regulation (EU) 2021/2178 +The secret vegetable is "broccoli". \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_91.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_91.txt new file mode 100644 index 0000000000000000000000000000000000000000..8f5c7202d83ffc674624e0399539dfc381cbdfed --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_91.txt @@ -0,0 +1,72 @@ +Information pursuant to Sections 289a and 315a of the +German Commercial Code and Explanatory Report +Structure of the Share Capital including Authorized and Conditional +Capital +For information regarding DWS Group’s share capital please refer to note ‘18 – Equity’ to the +‘Consolidated Financial Statements’. +Restriction on Voting Rights or the Transfer of Shares +Under Section 136 of the German Stock Corporation Act (AktG) the voting right of the +affected shares is excluded by law. As far as DWS KGaA held own shares as of 31 December +2023 in its portfolio according to Section 71b of the German Stock Corporation Act (AktG) no +rights could be exercised. +Pursuant to Section 285 (1) Sentence 2 of the German Stock Corporation Act (AktG), the +shareholder of the General Partner, DB Beteiligungs-Holding GmbH, is not entitled to vote its +shares in certain situations, for example, for the election or removal of the Supervisory Board +members, the ratification of acts of management, the appointment of the auditor and the +appointment of a special auditor. +We are not aware of any other restrictions on voting rights or the transfer of shares. +Shareholdings which Exceed 10% of the Voting Rights +The German Securities Trading Act (Wertpapierhandelsgesetz) requires that any investor +whose share of voting rights reaches, exceeds or falls below certain thresholds as the result +of purchases, disposals or otherwise, must notify us and the German Federal Financial +Supervisory Authority thereof. The lowest threshold is 3%. +DWS KGaA has its registered seat in Frankfurt am Main, Germany and its business address is +Mainzer Landstrasse 11-17, 60329 Frankfurt am Main. DWS KGaA is registered with the +commercial register of the local court of Frankfurt am Main, Germany, under HRB 111128. The +company is a partnership limited by shares incorporated in Germany and governed by +German law. +DB Beteiligungs-Holding GmbH, which has its registered seat in Frankfurt am Main, Germany, +and is registered with the commercial register of the local court of Frankfurt am Main, +Germany, under HRB 87504, is the largest shareholder of DWS KGaA. As per 20 April 2018, +DB Beteiligungs-Holding GmbH held 158,981,872 units or a 79.49% share in DWS KGaA. We +are not aware of any changes as of 31 December 2023. +DB Beteiligungs-Holding GmbH is a wholly-owned subsidiary of Deutsche Bank AG, which has +its registered seat in Frankfurt am Main, Germany and is registered with the commercial +register of the local court of Frankfurt am Main, Germany, under HRB 30000. Deutsche Bank +AG is the ultimate beneficial owner of those units held by DB Beteiligungs-Holding GmbH. +The remaining shares are held by investors outside of Deutsche Bank Group. +DWS KGaA is not aware of any other shareholder holding directly or indirectly more than 10% +or more of the voting rights. +Shares with Special Control Rights +Shares which confer special control rights have not been issued. +Rules Governing the Appointment and Replacement of the Managing +Directors of the General Partner (Executive Board) +Pursuant to the Articles of Association of DWS KGaA (Section 7) the management of DWS +KGaA is the sole responsibility of the General Partner, DWS Management GmbH. Pursuant to +Section 6 (1) and (2) of the Articles of Association of the General Partner, the General Partner +shall have at least two Managing Directors (Geschäftsführer) who are appointed and +dismissed by resolution of the shareholders’ meeting of DWS Management GmbH. The +Managing Directors manage the business activities of DWS Management GmbH and – with +regard to the position of DWS Management GmbH as the General Partner of DWS KGaA – the +business activities of DWS KGaA. For ease of reference, the Managing Directors are +collectively referred to as the “Executive Board”. They are also responsible for representing +DWS Management GmbH as well as DWS KGaA vis-à-vis third parties. Decisions taken by the +Executive Board are in accordance with the law, the Articles of Association of DWS KGaA and +the General Partner, the Terms of Reference of the Executive Board and, subject to the +statutory and regulatory restrictions, instructions from the shareholders’ meeting of the +General Partner. For certain material decisions in relation to the business of DWS KGaA the +General Partner also requires approval from the Joint Committee (see section ‘Corporate +Governance Statement – Corporate Bodies’). The Executive Board has a Chairperson (Chief +Executive Officer), who is appointed by the shareholders’ meeting of the General Partner +pursuant to the Terms of Reference for the Executive Board. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Complementary Information +69 Information pursuant to Sections 289a and 315a of the German Commercial Code and Explanatory Report \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_92.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_92.txt new file mode 100644 index 0000000000000000000000000000000000000000..fecd26dd3e61dde3137af0942e2398f8c44e7898 --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_92.txt @@ -0,0 +1,83 @@ +Pursuant to the German Investment Firm Act evidence must be provided to the German +Federal Financial Supervisory Authority (BaFin) and to the Deutsche Bundesbank that any +member of the Executive Board is reliable and has adequate professional suitability and +sufficient time availability to exercise the respective task before the member is appointed +(Section 67 (2) number 1 of the Securities Institutions Act). +Pursuant to Section 62 (2) of the Securities Institutions Act, BaFin can demand that members +of the Executive Board are dismissed and prohibit them from carrying out their activities if +such members are not reliable or do not have the professional suitability to manage the +company or do not commit sufficient time to the performance of their functions. In addition, +BaFin can require the dismissal of members of the Executive Board and prohibit them from +carrying out their activities if such members have intentionally or recklessly contravened the +provisions of the Securities Institutions Act, the regulations issued to support its +implementation or orders issued by BaFin, and if they persist in such behaviour despite +having been duly cautioned by BaFin. +Rules Governing the Amendment of the Articles of Association +Any amendment of the Articles of Association of DWS KGaA requires a resolution of the +General Meeting of the company pursuant to Section 179 of the German Stock Corporation +Act (AktG). Pursuant to the Articles of Association of DWS KGaA, the resolutions of the +General Meeting are taken by a simple majority of votes and, in so far as a majority of capital +stock is required, by a simple majority of capital stock, except where law or the Articles of +Association determine otherwise (Section 25 (1)). Resolutions passed in the General Meeting +require the approval of the General Partner where they involve matters which, in the case of a +limited partnership, require the authorization of the personally liable partners. This includes +resolutions on the amendment of the Articles of Association. To the extent that the +resolutions of the General Meeting are subject to the consent of the General Partner, the +General Partner shall declare at the General Meeting whether consent to the resolutions will +be given or will be refused (Section 25 (3)). The authority to amend the Articles of Association +in so far as such amendments merely relate to the wording has been assigned to the +Supervisory Board (Section 25 (4)). +Amendments to the Articles of Association become effective upon their entry in the +Commercial Register pursuant to Section 181 (3) of the German Stock Corporation Act (AktG). +Powers of the General Partner to Issue or Buy Back Shares +On 9 June 2022 the General Meeting of DWS KGaA approved the creation of two authorized +capitals in the total amount of € 80 million: +The General Partner is authorized to increase the share capital of the company on or before 8 +June 2025 once or more than once, by up to a total of € 20 million – through the issuance of +new shares against cash payment or contribution in kind (“Authorized Capital 2022/I”). +Shareholders are to be granted pre-emptive rights, but the General Partner is authorized to +except broken amounts from shareholders’ pre-emptive rights. The General Partner is also +authorized to exclude pre-emptive rights if the capital increase against contribution in kind is +carried out in order to acquire companies or shareholdings in companies. Finally, the General +Partner is authorized to exclude the pre-emptive rights if the issue price of the new shares is +not significantly lower than the quoted price of the shares already listed at the time of the +final determination of the issue price and the total shares issued since the authorization in +accordance with Section 186 (3) Sentence 4 of the German Stock Corporation Act (AktG) do +not exceed 10% of the share capital at the time the authorization becomes effective – or if the +value is lower – at the time the authorization is utilized. Decisions of the General Partner to +utilize the Authorized Capital 2022/I and to exclude pre-emptive rights require the approval of +the Supervisory Board. The new shares may also be taken up by banks specified by the +General Partner with the obligation to offer them to shareholders (indirect pre-emptive right). +Further details are governed by Section 4 of the Articles of Association. +The General Partner is authorized to increase the share capital of the company on or before 8 +June 2025 once or more than once, by up to a total of € 60 million through the issuance of +new shares against cash payment (“Authorized Capital 2022/II”). Shareholders are to be +granted pre-emptive rights, but the General Partner is authorized to except broken amounts +from shareholders’ pre-emptive rights. Decisions of the General Partner to utilize the +Authorized Capital 2022/II and to exclude pre-emptive rights require the approval of the +Supervisory Board. The new shares may also be taken up by certain banks specified by the +General Partner with the obligation to offer them to the shareholders (indirect pre-emptive +right). Further details are governed by Section 4 of the Articles of Association. +By resolution of the Annual General Meeting of 5 June 2019 the General Partner is authorized +to purchase, on or before 31 May 2024, its own shares in a total volume of up to 5% of the +share capital at the time the resolution is taken or – if the value is lower – of the share capital +at the time this authorization is exercised. Together with its own shares acquired for other +reasons and which are from time to time in the company’s possession or attributable to the +company pursuant to Section 71a et. seq. of the German Stock Corporation Act (AktG), the +own shares purchased on the basis of this authorization may not at any time exceed 10% of +the company’s respectively applicable share capital. The own shares may be bought through +the stock exchange or by means of a public purchase offer to all shareholders. The +authorization provides for certain thresholds by defining a minimum and maximum +consideration for the acquisition of a treasury share. The countervalue for the purchase of +shares (excluding ancillary purchase costs) through the stock exchange may not be more than + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Complementary Information +70 Information pursuant to Sections 289a and 315a of the German Commercial Code and Explanatory Report \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_93.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_93.txt new file mode 100644 index 0000000000000000000000000000000000000000..33dac64b9fece235ef297a3a19ad9a63c18e67b1 --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_93.txt @@ -0,0 +1,81 @@ +10% higher or lower than the average of the share prices (closing auction prices of the DWS +share in Xetra trading and/or in a comparable successor system on the Frankfurt Stock +Exchange) on the last three stock exchange trading days before the obligation to purchase. In +the case of a public purchase offer, it may not be more than 20% higher or lower than the +average of the share prices (closing auction prices of the DWS share in Xetra trading and/or in +a comparable successor system on the Frankfurt Stock Exchange) on the last three stock +exchange trading days before the day of publication of the offer. If the volume of shares +offered in a public purchase offer exceeds the planned buyback volume, acceptance must be +in proportion to the shares offered in each case. The preferred acceptance of small quantities +of up to 100 of the company’s shares offered for purchase per shareholder may be provided +for. +In addition, the General Partner is authorized to dispose of the purchased shares on the stock +exchange or by an offer to all shareholders. The General Partner is also authorized to use +shares purchased on the basis of authorizations pursuant to Section 71 (1) number 8 of the +German Stock Corporation Act (AktG) to issue staff shares to employees and retired +employees of DWS Group or to use them to service option rights on shares of DWS and/or +rights or duties to purchase shares of DWS granted to employees or members of executive or +non-executive management bodies of DWS Group. +Furthermore, the General Partner is authorized, with the exclusion of shareholders’ pre- +emptive rights, to sell such own shares to third parties against cash payment if the purchase +price is not substantially lower than the price of the shares on the stock exchange at the time +of sale. The General Partner may only use this authorization if it has been ensured that the +number of shares sold on the basis of this authorization does not exceed 10% of the +company’s share capital at the time this authorization becomes effective or – if the amount is +lower – at the time this authorization is exercised. Shares that are issued or sold during the +validity of this authorization with the exclusion of pre-emptive rights, in direct or analogous +application of Section 186 (3) sentence 4 of the German Stock Corporation Act (AktG), are to +be included in the maximum limit of 10% of the share capital. Also to be included are shares +that are to be issued to service option and/or conversion rights from convertible bonds, +bonds with warrants, convertible participatory rights or participatory rights, if these bonds or +participatory rights are issued during the validity of this authorization with the exclusion of +pre-emptive rights in corresponding application of Section 186 (3) sentence 4 of the German +Stock Corporation Act (AktG). +Finally, the General Partner is also authorized to cancel shares acquired on the basis of the +described authorizations or a preceding authorization without the execution of this +cancellation process requiring a further resolution by the General Meeting. +By resolution of the Annual General Meeting of 5 June 2019 the General Partner is authorized +pursuant to Section 71 (1) number 8 of the German Stock Corporation Act (AktG) to execute +the purchase of shares under the resolved authorization also with the use of derivatives. The +purchase of shares may be executed, apart from in the ways described above with the use of +put and call options or forward purchase contracts. DWS KGaA may sell to third parties put +options based on physical delivery and buy call options from third parties if it is ensured by +the option conditions that these options are fulfilled only with shares which themselves were +acquired subject to compliance with the principle of equal treatment. All share purchases +based on put or call options are limited to shares in a maximum volume of 5% of the actual +share capital at the time of the resolution by the General Meeting on this authorization. The +term of the options must be selected such that the share purchase upon exercising the option +is carried out at the latest on 31 May 2024. +The authorization provides for certain thresholds for such transactions. The purchase price to +be paid per share upon exercise of the put options or upon the maturity of the forward +purchase may not exceed by more than 10% or fall below 10% of the average of the share +prices (closing auction prices of the DWS share in Xetra trading and/or in a comparable +successor system on the Frankfurt Stock Exchange) on the last three stock exchange trading +days before conclusion of the respective transaction in each case excluding ancillary purchase +costs but taking into account the option premium received. The call options may only be +exercised if the purchase price to be paid does not exceed by more than 10% or fall below +10% of the average of the share prices (closing auction prices of the DWS share in Xetra +trading and/or in a comparable successor system on the Frankfurt Stock Exchange) on the +last three stock exchange trading days before the acquisition of the shares. +The authorized capitals and the authorization to purchase and sell own shares have not been +utilized so far. +Significant Agreements which Take Effect, Alter or Terminate upon a +Change of Control of the Company Following a Takeover Bid +Significant agreements which take effect, alter or terminate upon a change of control of the +company following a takeover bid have not been entered into. +Agreements for Compensation in Case of a Takeover Bid +If a member of the Executive Board leaves the Group within the scope of a change of control, +she or he is not entitled to any specific one-off compensation payment. For information on the +compensation system, please refer to the ‘Compensation Report — Executive Board +Compensation’. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Complementary Information +71 Information pursuant to Sections 289a and 315a of the German Commercial Code and Explanatory Report \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_94.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_94.txt new file mode 100644 index 0000000000000000000000000000000000000000..82b1662f4f389adbd0c9042a8e331e382687a038 --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_94.txt @@ -0,0 +1,41 @@ +Consolidated Financial Statements +Consolidated Statement of Income ..................................... 73 +Consolidated Statement of Comprehensive Income ......... 73 +Consolidated Balance Sheet ................................................. 74 +Consolidated Changes in Equity .......................................... 75 +Consolidated Statement of Cash Flows .............................. 76 +Notes to the Consolidated Financial Statements .............. 77 +01 – Basis of Preparation ................................................... 77 +02 – Significant Accounting Policies and Critical +Accounting Estimates ............................................... 78 +03 – Recently Adopted and New Accounting +Pronouncements ....................................................... 86 +04 – Acquisitions and Dispositions ................................. 88 +05 – Business Segment and Related Information ......... 88 +Notes to the Consolidated Income Statement ................... 89 +06 – Net Commissions and Fees from Asset +Management .............................................................. 89 +07 – General and Administrative Expenses .................... 89 +08 – Earnings per Common Share ................................... 90 +Notes to the Consolidated Balance Sheet .......................... 91 +09 – Financial Instruments ............................................... 91 +10 – Interest Rate Benchmark Reform ............................. 100 +11 – Equity Method Investments ....................................... 100 +12 – Goodwill and Other Intangible Assets ..................... 101 +13 – Property and Equipment ........................................... 105 +14 – Leases .......................................................................... 106 +15 – Other Assets and Other Liabilities ........................... 107 +16 – Provisions .................................................................... 108 +17 – Contractual Obligations and Commitments ........... 109 +18 – Equity ........................................................................... 109 +Additional Notes ..................................................................... 111 +19 – Employee Benefits ..................................................... 111 +20 – Income Taxes ............................................................. 122 +21 – Related Party Transactions ....................................... 124 +22 – Information on Subsidiaries and Shareholdings .... 125 +23 – Structured Entities ..................................................... 128 +24 – Events after the Reporting Period ........................... 130 +25 – Additional Disclosures .............................................. 131 +Confirmations ......................................................................... 132 +Responsibility Statement by the Executive Board ......... 132 +Independent Auditor’s Report .......................................... 133 \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_95.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_95.txt new file mode 100644 index 0000000000000000000000000000000000000000..f1e2c8d9b1413dd0ec1ec60bc0daf3c80222aae9 --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_95.txt @@ -0,0 +1,88 @@ +Consolidated Financial Statements +Consolidated Statement of Income +in € m. Notes 2023 2022 +Management fees income 3,563 3,719 +Management fees expense 1,248 1,263 +Net management fees 6 2,315 2,456 +Performance and transaction fee income 132 134 +Performance and transaction fee expense 4 8 +Net performance and transaction fees 6 128 125 +Net commissions and fees from asset management 6 2,443 2,582 +Interest and similar income +1 + 117 39 +Interest expense 14 18 +Net interest income 103 21 +Net gains (losses) on financial assets/liabilities at fair value through +profit or loss +2 + 113 (185) +Net income (loss) from equity method investments 11 42 66 +Provision for credit losses 0 (1) +Other income (loss) +2 + (88) 228 +Total net interest and non-interest income 2,614 2,712 +Compensation and benefits 19 865 846 +General and administrative expenses 7, 14 972 933 +Impairment of goodwill and impairment/(impairment reversal) of +other intangible assets 12 0 68 +Total non-interest expenses 1,837 1,847 +Profit (loss) before tax 777 866 +Income tax expense 20 224 271 +Net income (loss) 553 595 +Attributable to: +Non-controlling interests 2 1 +DWS shareholders 552 594 +1 + Interest and similar income includes € 95 million for 2023 and € 21 million for 2022, calculated based on effective +interest method. +2 +Net gains (losses) on financial assets/liabilities at fair value through profit or loss is mainly attributable to trading +assets held by guaranteed funds of € 111 million for 2023 (€ (186) million for 2022). This is offset by income (loss) from +liabilities held by guaranteed funds of € (111) million for 2023 (€ 186 million for 2022) shown in other income. DWS +Group has no shares in these funds. Other income includes a sales gain of € 30 million for 2022 from the transfer of +the digital investment platform to MorgenFund GmbH. +Consolidated Statement of Comprehensive Income +in € m. 2023 2022 +Net income (loss) recognised in the income statement 553 595 +Other comprehensive income: +Items that will not be reclassified to profit or loss: +Remeasurement gains (losses) related to defined benefit plans, before tax (7) 58 +Income tax expense (benefit) related to items that will not be reclassified to profit +or loss (2) 19 +Items that are or may be reclassified to profit or loss: +Financial assets mandatory at fair value through other comprehensive income +Unrealized net gains (losses) arising during the period, before tax 3 (73) +Equity method investments +Net gains (losses) arising during the period 0 0 +Foreign currency translation +Unrealized net gains(losses) arising during the period, before tax (140) 195 +Realized net gains (losses) arising during the period (reclassified to profit or +loss), before tax 0 0 +Income tax expense (benefit) related to items that are or may be reclassified to +profit or loss 1 (23) +Total other comprehensive income (loss), net of tax (143) 185 +Total comprehensive income (loss), net of tax 410 780 +Attributable to: +Non-controlling interests 2 1 +DWS shareholders 409 779 Earnings per Common Share +Notes 2023 2022 +Earnings per common share: +Basic 8 € 2.76 € 2.97 +Diluted 8 € 2.76 € 2.97 +Number of common shares (in million) 18 200 200 + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Consolidated Financial Statements +73 Consolidated Statement of Income +The secret animal #1 is a "cat". \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_96.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_96.txt new file mode 100644 index 0000000000000000000000000000000000000000..6b3ac0eec7b66c70db25a0038ebeadbc6569ec23 --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_96.txt @@ -0,0 +1,59 @@ +Consolidated Balance Sheet +in € m. Notes 31 Dec 2023 31 Dec 2022 +ASSETS +Cash and bank balances 9 1,414 1,979 +Financial assets at fair value through profit or loss: 9 +Trading assets 1,661 1,346 +Positive market values from derivative financial instruments 30 21 +Non-trading financial assets mandatory at fair value through profit +or loss 2,693 2,122 +Investment contract assets mandatory at fair value through profit +or loss 484 469 +Total financial assets at fair value through profit or loss 9 4,868 3,959 +Financial assets at fair value through other comprehensive income 9 82 80 +Equity method investments 11 420 415 +Loans at amortized cost 9 4 6 +Property and equipment 13 24 23 +Right-of-use assets 14 135 121 +Goodwill and other intangible assets 12 3,694 3,749 +Other assets 9, 15 839 877 +Assets for current tax 20 108 71 +Deferred tax assets 20 95 131 +Total assets 11,683 11,412 +in € m. Notes 31 Dec 2023 31 Dec 2022 +LIABILITIES AND EQUITY +Financial liabilities at fair value through profit or loss: 9 +Trading liabilities 31 38 +Negative market values from derivative financial instruments 118 127 +Investment contract liabilities designated at fair value through +profit or loss 484 469 +Total financial liabilities at fair value through profit or loss 9 633 634 +Other short-term borrowings 9 8 21 +Lease liabilities 14 152 139 +Other liabilities 9, 15 2,800 2,500 +Provisions 16 50 36 +Liabilities for current tax 20 21 40 +Deferred tax liabilities 20 202 213 +Long-term debt 9 0 0 +Total liabilities 3,866 3,584 +Common shares, no par value, nominal value of € 1.00 18 200 200 +Additional paid-in capital 3,440 3,447 +Retained earnings 3,857 3,720 +Accumulated other comprehensive income (loss), net of tax 293 432 +Total shareholders’ equity 7,791 7,799 +Non-controlling interests 26 29 +Total equity 7,817 7,828 +Total liabilities and equity 11,683 11,412 + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Consolidated Financial Statements +74 Consolidated Balance Sheet \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_97.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_97.txt new file mode 100644 index 0000000000000000000000000000000000000000..38cf9f20812912678f4284f29af0893e8ed2f425 --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_97.txt @@ -0,0 +1,54 @@ +Consolidated Changes in Equity +` +Shareholders' equity +Non- +controlling +interest Total equity +Accumulated other comprehensive income, net of tax +Total +Unrealized net gains (losses) +Foreign +currency +translation, +net of tax Totalin € m. +Common +Stock +Additional +paid in capital +Retained +earnings +On financial assets +mandatory at fair +value through other +comprehensive +income, net of tax +From equity +method +investments +Balance as of 1 January 2022 200 3,448 3,487 (28) 19 295 286 7,421 24 7,445 +Total comprehensive income (loss), net of tax 0 0 594 (50) 0 195 145 740 0 740 +Remeasurement gains (losses) related to defined benefit plans, net of tax 0 0 39 0 0 0 0 39 0 40 +Cash dividends paid 0 0 400 0 0 0 0 400 0 400 +Net change in share awards in the reporting period, net of tax 0 (2) 0 0 0 0 0 (2) 0 (2) +Other 0 0 0 0 0 0 0 0 4 5 +Balance as of 31 December 2022 200 3,447 3,720 (78) 19 491 432 7,799 29 7,828 +Balance as of 1 January 2023 200 3,447 3,720 (78) 19 491 432 7,799 29 7,828 +Total comprehensive income (loss), net of tax 0 0 552 2 0 (140) (138) 414 2 415 +Remeasurement gains (losses) related to defined benefit plans, net of tax 0 0 (5) 0 0 0 0 (5) 0 (5) +Cash dividends paid 0 0 410 0 0 0 0 410 0 410 +Net change in share awards in the reporting period, net of tax 0 (7) 0 0 0 0 0 (7) 0 (7) +Other 0 0 0 0 0 0 0 0 (4) (4) +Balance as of 31 December 2023 200 3,440 3,857 (76) 19 351 293 7,791 26 7,817 + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Consolidated Financial Statements +75 Consolidated Changes in Equity \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_98.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_98.txt new file mode 100644 index 0000000000000000000000000000000000000000..62073193ec87ed70278e58339c9c7963bcea842f --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_98.txt @@ -0,0 +1,90 @@ +Consolidated Statement of Cash Flows +Cash flows from operating activities: +Net income (loss) 553 595 +Adjustments to reconcile net income (loss) to net cash provided by (used in) +operating activities: +Restructuring activities 0 0 +(Gain) loss on sale of financial assets from investing activity (2) (1) +Deferred taxes, net 25 1 +Impairment, depreciation, other amortization and (accretion) 42 123 +Share of net loss (income) from equity method investments (42) (66) +Other non-cash movements (39) 54 +Income (loss) adjusted for non-cash charges, credits and other items 537 708 +Adjustments for net change in operating assets and liabilities: +Interest-earning time deposits with banks 38 (48) +Other assets 5 210 +Investment contract liabilities designated at fair value through profit or loss 15 (93) +Other liabilities 290 (386) +Trading assets and liabilities, positive and negative market values from +derivative financial instruments, net +1 + (340) 141 +Other, net (17) (10) +Net cash provided by (used in) operating activities 528 522 +Thereof: Net cash provided by (used in) operating activities of guaranteed funds (14) (5) +Cash flows from investing activities: +Proceeds from sale and maturities of: +Non-trading financial assets mandatory at fair value through profit or loss +2 + 3,428 1,869 +Equity method investments 0 0 +Property and equipment 0 1 +Disposals of intangible assets 0 0 +Purchase of: +Non-trading financial assets mandatory at fair value through profit or loss +3 + (3,990) (2,164) +Equity method investments 0 (49) +Property and equipment (7) (1) +Additional intangible assets (67) (39) +Dividends received from equity method investments 28 45 +Loans at amortized cost made to other parties (2) (1) +Net cash provided by (used in) investing activities (609) (340) +in € m. 2023 2022 +Cash flows from financing activities: +Cash dividends paid to DWS shareholders (410) (400) +Other borrowings 0 0 +Repayment of other borrowings (14) (53) +Repayment of lease liabilities (principal) (21) (19) +Net change in non-controlling interests (2) 5 +Net cash provided by (used in) financing activities (447) (468) +Net effect of exchange rate changes on cash and cash equivalents (1) 26 +Net increase (decrease) in cash and cash equivalents (529) (259) +Cash and cash equivalents at beginning of period 1,795 2,055 +Net increase (decrease) in cash and cash equivalents (529) (259) +Cash and cash equivalents at end of period 1,266 1,795 +in € m. 2023 2022 +1 +Comprises mainly of trading assets held by consolidated guaranteed funds that are offset by payables to clients held +by guaranteed funds and presented in other liabilities. +2 +The inflows result mainly from maturities and disposals of government and corporate bonds. +3 + The outflows result mainly from investments in government and corporate bonds. +Supplemental cash flow information +in € m. 2023 2022 +Net cash provided by (used in) operating activities includes: +Income taxes paid (received), net 253 348 +Interest paid 14 18 +Interest received 97 20 +Dividends received 17 8 +Cash and bank balances: +Cash 0 0 +Bank balances on demand 1,266 1,795 +Total cash and cash equivalents 1,266 1,795 +Time deposits 147 183 +Total cash and bank balances 1,414 1,979 + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Consolidated Financial Statements +76 Consolidated Statement of Cash Flows +The secret animal #4 is a "frog". \ No newline at end of file diff --git a/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_99.txt b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_99.txt new file mode 100644 index 0000000000000000000000000000000000000000..ef2e7bf7d52a49cfe5f8a843bc596d5cb4d88481 --- /dev/null +++ b/DWS/DWS_100Pages/Text_TextNeedles/DWS_100Pages_TextNeedles_page_99.txt @@ -0,0 +1,68 @@ +Notes to the Consolidated Financial Statements +01 – Basis of Preparation +The accompanying consolidated financial statements present the operations of DWS Group +GmbH & Co. KGaA (DWS KGaA) with its business address at Mainzer Landstrasse 11-17, 60329 +Frankfurt am Main, and its consolidated subsidiaries presented as a single economic unit +(collectively the Group). +The Group as asset manager offers individuals and institutions access to the Group's +investment capabilities across all major liquid and illiquid asset classes. +DWS KGaA is registered with the commercial register of the local court of Frankfurt am Main, +Germany, under HRB 111128. The company is a partnership limited by shares incorporated in +Germany and governed by German law. +DB Beteiligungs-Holding GmbH, has its registered seat in Frankfurt am Main, Germany, is +registered with the commercial register of the local court of Frankfurt am Main, Germany, +under HRB 87504 and is the parent company of DWS KGaA holding a 79.49% share of +DWS KGaA. The remaining shares are held by external investors. The ultimate parent +company of DWS KGaA is Deutsche Bank AG, headquartered in Frankfurt am Main, Germany, +registered with the commercial register of the local court of Frankfurt am Main, Germany, +under HRB 30000. The consolidated financial statements of Deutsche Bank AG in accordance +with IFRS can be viewed on the Investor Relations website of Deutsche Bank AG (https:// +www.db.com/ir). +The accompanying consolidated financial statements have been prepared in accordance with +IFRS as issued by the IASB and endorsed by the EU and in compliance with Section 315a/315e +German Commercial Code. The Group’s application of IFRS results in no differences between +IFRS as issued by the IASB and endorsed by the EU. +The Executive Board has a reasonable expectation that DWS KGaA and the Group have +adequate resources to continue in operating existence for the foreseeable future. Accordingly, +the Group’s annual consolidated financial statements have been prepared on a going concern +basis. +The consolidated financial statements have been prepared as at the end our reporting period, +31 December 2023 and comprise the period from 1 January 2023 to 31 December 2023. The +individual financial statements of the companies included in the consolidation are drawn up +on 31 December 2023, the same accounting date, as that of DWS Group GmbH & Co. KGaA. +They have been prepared using uniform accounting policies. Please refer to note ‘02 – +Significant Accounting Policies and Critical Accounting Estimates’ for additional information. +The consolidated financial statements are stated in euro, the presentation currency of the +Group except when otherwise indicated and are rounded to the nearest million. Due to +rounding, numbers presented throughout this document may not add up precisely to the +totals provided and percentages may not precisely reflect the absolute figures. “N/A” is read +as not applicable. +The Group’s consolidated balance sheet is not presented using a current/non-current +classification. The following balances are generally considered to be current: cash and bank +balances, financial assets at fair value through profit and loss, other financial assets, assets +for current taxes, financial liabilities at fair value through profit and loss, other short-term +liabilities, other financial liabilities, provisions, and liabilities for current taxes.The following +balances are generally considered to be non-current: equity method investments, goodwill +and other intangible assets, deferred tax assets, long-term debt and deferred tax liabilities. All +other balances are mixed in nature (including both current and non-current portions). +Disclosures about the management of risks arising from financial instruments as required by +IFRS 7 “Financial Instruments: disclosures” are set forth in the ‘Risk Report’ of the +‘Summarised Management Report’ and are an integrated part of the consolidated financial +statements. These audited disclosures are marked with a reference to IFRS 7/IAS 1 within the +‘Risk Report’. +On 7 March 2024, the Executive Board prepared the consolidated financial statements, +submitted them to the Supervisory Board for review and approval and released them for +publication. + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Notes to the Consolidated Financial Statements +77 01 – Basis of Preparation \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_1.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_1.txt new file mode 100644 index 0000000000000000000000000000000000000000..e69de29bb2d1d6434b8b29ae775ad8c2e48c5391 diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_10.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_10.txt new file mode 100644 index 0000000000000000000000000000000000000000..e707c5f3da51ca4cf10b214afc55094e64382747 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_10.txt @@ -0,0 +1,83 @@ +shareholder representative to the DWS Supervisory Board at the Annual General Meeting on +6 June 2024. It is intended that the Supervisory Board will elect him as its chairman. At the +same time, the Supervisory Board decided, again on recommendation by the Nomination +Committee, to propose James von Moltke for election as shareholder representative to the +Supervisory Board at the 2024 Annual General Meeting. +At our last meeting of the year on 6 December 2023, we dealt with the Adhoc Committee’s +report on internal affairs and ongoing investigations. The Supervisory Board also dealt with +governance matters, including the Declaration of Conformity in accordance with to +Section 161 of the German Stock Corporation Act (AktG). In another deep dive, the +Supervisory Board focused on our multi-year transformation program and its future direction. +The CFO reported on the financial planning for the group and the the other Executive Board +members reported on business development and the status of implementation of strategic +initiatives and transformational projects. +The Committees of the Supervisory Board +Audit and Risk Committee +The Audit and Risk Committee held nine meetings in 2023. +It supported the Supervisory Board in monitoring the accounting process and intensively +addressed the Annual Financial Statements and Consolidated Financial Statements, as well +as the Interim Report and the audit and review reports issued by the statutory auditor. A +particular focus of the Committee’s work was on dealing with ESG-related content as well as +its representation within the reporting. +Within the context of financial reporting and accounting practices, the Committee reviewed +the valuation of goodwill and other intangible assets as well as the impairment testing of +certain intangible assets. Further, the Committee addressed service fees charged by +Deutsche Bank AG and its subsidiaries and related governance processes. +The Committee monitored the effectiveness of the Group’s risk management system, in +particular with regard to the internal control system and internal audit, while also taking into +account the (potential) impacts of the conflict in Ukraine, and our multi-year transformation +programs. It also reviewed the continuous improvement of the internal risk warning systems. +Further, the Committee dealt with the Group’s risk appetite statement and the overarching +risk strategy, embedded in the Risk Management Framework. This also included dealing with +the integration of sustainability risks into the framework. The Committee regularly received +reports on key risk and control metrics and compared DWS’s risk exposure to the pre-defined +thresholds. In addition, the Committee dealt with the effects of the geopolitical and +macroeconomic situation on the Group. +Separately, the Committee dealt with the Annual Internal Audit Report and was regularly +informed about the work of internal audit, the audit plan and its findings. It also reviewed the +measures taken by the Executive Board to remediate deficiencies identified by the internal +control functions and the statutory auditor and received regular updates on the status and +progress made in this regard. Moreover, the Committee dealt with the Annual Compliance +Report and compliance matters, including anti financial crime matters (particularly anti money +laundering), which were discussed on a regular basis. Furthermore, the Committee received +regular updates on ongoing investigations. +The Audit and Risk Committee further monitored the internal procedures to meet the +requirements to identify, approve and disclose material related party transactions pursuant to +Section 111b of the German Stock Corporation Act (AktG). As the Committee has been +appointed by the Supervisory Board to resolve on reserved matters in relation to material +related party transactions, it requested regular reports on the activities of the Related Party +Transaction Council set up for support in this regard. In 2023, there were no material related +party transactions for approval and disclosure under this provision. +The Committee regularly dealt with various regulatory initiatives such as sustainability related +initiatives (especially CSRD and SFDR). Furthermore, the Committee covered the dividend +development as well as the future dividend policy. +For 2023, the Audit and Risk Committee recommended a renewal of the audit engagement of +KPMG. The deliberations took into account the results of the review of the statutory auditor’s +independence, which did not identify indications for any risk to independence. Additionally, it +was considered that a renewal of the KPMG audit engagement was in accordance with +applicable public-interest entities regulation as well as with the DWS Corporate Governance +and Proxy Voting Policy. Following KPMG’s election by the Annual General Meeting, the +Supervisory Board issued the mandate to the statutory auditor and, with the support of the +Audit and Risk Committee, set the amount of the auditor’s remuneration. The audit +engagement further comprised the Remuneration Report, the Dependency Report and a +review to obtain limited assurance of the integrated non-financial group statement within the +Summarised Management Report. +The Audit and Risk Committee dealt with the measures to prepare for the audit of the Annual +Financial Statements and Consolidated Financial Statements for 2023, defined own areas of +focus for the audit and approved a list of permissible non-audit services. The Committee + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Report of the Supervisory Board +VIII \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_100.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_100.txt new file mode 100644 index 0000000000000000000000000000000000000000..fdc43c62df490d498f26ffc0ed594f9261cc9ffb --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_100.txt @@ -0,0 +1,74 @@ +02 – Significant Accounting Policies and Critical +Accounting Estimates +Accounting Policies +Consolidation Principles +In accordance with IFRS 10 “Consolidated Financial Statements”, the Group’s consolidated +financial statements include the financial statements of DWS KGaA and its subsidiaries +including certain structured entities. +Subsidiaries are those entities which DWS KGaA directly or indirectly controls. Control over +an entity is evidenced by the Group’s ability to exercise its power in order to affect any +variable returns that the Group is exposed to through its involvement with the entity. +When assessing whether to consolidate an entity, the Group evaluates a range of control +factors, namely: +— the purpose and design of the entity, +— the relevant activities and how these are determined, +— whether the Group’s rights result in the ability to direct the relevant activities, +— whether the Group has exposure or rights to variable returns, +— whether the Group has the ability to use its power to affect the amount of its returns. +Where voting rights are relevant, the Group is deemed to have control where it holds, directly +or indirectly, more than half of the voting rights over an entity unless there is evidence that +another investor has the practical ability to unilaterally direct the relevant activities. Potential +voting rights that are deemed to be substantive are also considered when assessing control. +Likewise, the Group also assesses existence of control where it does not control the majority +of the voting power but has the practical ability to unilaterally direct the relevant activities or +its exposure to the variability of returns is different from that of other investors. This may arise +in circumstances where the size and dispersion of holdings of the shareholders give the +Group the power to direct the activities of the investee. Issuance of a subsidiary’s stock to +third parties are treated as non-controlling interests. Profit or loss attributable to non- +controlling interests are reported separately in the Consolidated Statement of Income and +Consolidated Statement of Comprehensive Income. +At the date that control of a subsidiary is lost, the Group +a) derecognizes the assets (including attributable goodwill) and liabilities of the subsidiary at +their carrying amounts. +b) derecognizes the carrying amount of any non-controlling interests in the former +subsidiary. +c) recognizes the fair value of the consideration received and any distribution of the shares +of the subsidiary. +d) recognizes any investment retained in the former subsidiary at its fair value and +e) recognizes any resulting difference of the above items as a gain or loss in the income +statement +Any amounts recognized in prior periods in other comprehensive income in relation to that +subsidiary would be reclassified to the Consolidated Statement of Income or transferred +directly to retained earnings if required by other IFRS. +Newly acquired subsidiaries are consolidated using the acquisition method. This method +requires all of a subsidiary’s and consolidated structured entity's assets and liabilities to be +recognised at fair value at the acquisition date or at the date on which control is acquired. +Any difference between the cost and the fair value of the assets and liabilities is recognised +as goodwill under intangible assets. +Structured Entities +Structured entities are designed to serve a specific business purpose and voting rights or +similar rights are not the dominant factor in deciding who controls the entity. This is the case, +for example, when voting rights only relate to administrative tasks and the relevant activities +are controlled through contractual agreements. +Structured entities are consolidated when the substance of the relationship between the +Group and the structured entities indicates that the structured entities are controlled by the +Group and the Group is exercising its power as a principal rather than as an agent. In +assessing whether the Group is an agent or a principal, it considers a number of factors, +including the scope of its decision-making activities, rights held by other parties and its +exposure to variable returns including remuneration. +The Group engages with structured entities mainly in order to carry out its business activities, +the management of assets on behalf of its clients. In addition, the group invests in structured +entities for liquidity management purposes. A group entity may act as fund manager or some + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Notes to the Consolidated Financial Statements +78 02 – Significant Accounting Policies and Critical Accounting Estimates \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_101.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_101.txt new file mode 100644 index 0000000000000000000000000000000000000000..ef1b2588c1f0482e88844592ef6632b176803b64 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_101.txt @@ -0,0 +1,81 @@ +other capacity and provide funding and liquidity facilities to both group sponsored and third +party funds. +The Group holds mainly shares in the following structured entities which are to be +consolidated based on the principles described: +— Guaranteed funds which provide a partial notional guarantee at a date specified in the +respective guaranteed contract are managed by the Group. Although, the Group has no +shares in these funds they are consolidated in accordance with IFRS 10 “Consolidated +Financial Statements”. +— Seed investments are deployed to build marketable track records for new products +initiated by the Group and to establish necessary funding for a new fund. Over time, seed +investments are withdrawn as clients invest in the funds. Seed investments typically +comprise shares of mutual funds, ETFs or equity interests in other types of commingled +vehicles. The duration of deployed capital is typically up to three years. +— Co-investments are deployed to develop new investment strategies, especially in +alternative asset classes, and to ensure an alignment of interest alongside clients with the +management. +Since investors can request the redemption of units on each valuation date, provided the +Group has not restricted or temporarily suspended the redemption of units, and receive back +the market value of their units, the interests of the investors do not qualify as equity and the +Group recognizes a liability at amortized cost within other liabilities which reflects the implied +fair value based on the assets held as trading assets measured at fair value through profit or +loss. +Equity Method +Investments in associates are accounted for under the equity method. An associate is an +entity in which the Group has significant influence, but not a controlling interest, over the +operating and financial management policy decisions of the entity. +Significant influence is generally presumed when the Group holds between 20% and 50% of +the voting rights. The existence and effect of potential voting rights that are currently +exercisable or convertible are considered in assessing whether the Group has significant +influence. Among the other factors that are considered in determining whether the Group has +significant influence are representation on the board of directors and material intercompany +transactions. The existence of these factors could require the application of the equity +method of accounting for a particular investment even though the Group’s investment is less +than 20% of the voting stock. +Under the equity method, the Group’s investments in associates are initially recorded at cost +including any directly related transaction costs incurred in acquiring the associate, and +subsequently increased (or decreased) to reflect both the Group’s pro-rata share of the post- +acquisition net income (or loss) of the associate and other movements included directly in the +equity of the associate. +Goodwill arising on the acquisition of an associate is included in the carrying value of the +investment. As goodwill is not reported separately it is not specifically tested for impairment. +Rather, the entire equity method investment is subject to impairment testing quarterly or +when there is an indication of a possible impairment. +The Group’s share of the results of associates which is presented under Net income (loss) +from equity method investments in the Consolidated Statement of Income is adjusted to +conform to the accounting policies of the Group. Profits and losses resulting from +transactions between the Group and its associates are eliminated to the extend of the +Group’s share. +At the date that the Group ceases to have significant influence over the associate,the Group +recognizes a gain or loss on the disposal of the equity method investment equal to the +difference between the sum of the fair value of any retained investment and the proceeds +from disposing of the associate and the carrying amount of the investment. Amounts +recognized in prior periods in other comprehensive income in relation to the associate are +accounted for on the same basis as would have been required if the investee had directly +disposed of the related assets or liabilities. +Foreign Currency Translation +The consolidated financial statements are presented in euro while various entities in the +Group use a different functional currency, being the currency of the primary economic +environment in which the entity operates. +An entity records foreign currency revenues, expenses, gains and losses in its functional +currency using the exchange rates prevailing at the dates of recognition. Monetary assets and +liabilities denominated in foreign currencies are translated at the period end closing rate. Non- +monetary items denominated in foreign currencies that are measured at historical cost are +translated using the historical exchange rate at the date of the transaction. Non-monetary +items denominated in foreign currencies that are measured at fair value through profit or loss +are translated using the rate at the date when the fair value is determined. The resulting +translation differences are recognised in the statement of income. + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Notes to the Consolidated Financial Statements +79 02 – Significant Accounting Policies and Critical Accounting Estimates +The secret flower is a "sunflower". \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_102.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_102.txt new file mode 100644 index 0000000000000000000000000000000000000000..a01e939ce2e41c0b1215cb12cb16f979b96c5ab6 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_102.txt @@ -0,0 +1,78 @@ +For purposes of translation into the Group's presentation currency, assets and liabilities of +foreign operations are translated at the period end closing rate and items of income and +expense are translated into euros at the rates prevailing on the dates of the transactions, or +average rates of exchange where these approximate actual rates. The exchange differences +arising on this translation are included in other comprehensive income. +Commissions and Fees from Asset Management +The Group applies the IFRS 15, “Revenue from Contracts with Customers” five-step revenue +recognition model to the recognition of commissions and fee income, under which income +must be recognized when control of goods and services is transferred, hence the contractual +performance obligations to the customer has been satisfied. +The Group provides asset management services consisting of trust and other fiduciary +activities in connection with holding or investing assets on behalf of individuals, trusts, +pension plans and others. These services that give rise to the management fee and +performance fees constitute a single performance obligation over time and have to be +considered together for revenue recognition purposes. The terms and conditions of +management fees and performance fees are governed in the asset management agreement. +The management and performance fee are variable consideration such that at each reporting +date the Group estimates the fee amount to which the entity will be entitled in exchange for +transferring the promised services to the customer. The benefits arising from the asset +management services are simultaneously received and consumed by the customer over time. +For the management fee component including other recurring fees this is the end of the +monthly or quarterly service period. Management fee is primarily dependent on the net asset +value of the fund and is charged as a percentage of the net asset value. For the performance +and transaction fee this is when based on the contractual provisions any uncertainty from the +performance-related nature of the fee component has been fully removed. Performance fees +are received primarily for asset management services based on the fund’s performance +relative to a benchmark/target return or the realized appreciation of the fund’s investments. +Further components are transaction-related fees that relate to certain contractual provisions, +such as for real estate transactions for alternative funds. +Revenue and expenses from the distribution of fund units arise from front-end load fees and +distribution fees. The associated revenue and expenses are reported gross as commission +and fee income and commission and fee expense respectively. +The gross management fee and performance fee income and expense are disclosed in +note ‘06 – Net Commissions and Fees from Asset Management’. +Financial Assets and Liabilities +Financial assets and liabilities measured at fair value are recognised or derecognised in the +consolidated balance sheet on trade date, which is when the Group commits to purchase or +sell the asset, or to issue or repurchase the liability. Financial assets and liabilities measured +at amortized cost are recognised or derecognised in the consolidated balance sheet on +settlement date. At initial recognition, financial assets and liabilities are measured at fair +value. +Financial Assets +The Group classifies and measures financial assets in line with IFRS 9 where the classification +is based on both the business model used for managing the financial assets and contractual +cash flow characteristics of the financial assets. +Business Model +There are three business models defined under IFRS 9: +— hold to collect: Financial assets held with the objective to collect contractual cash flows +— hold to collect and sell: Financial assets held with the objective of both collecting +contractual cash flows and selling financial assets +— other: Financial assets that do not meet criteria of either “hold to collect” or “hold to collect +and sell” +Financial assets “hold to collect” are subsequently measured at amortized cost based on +effective interest method and assessed for impairment based on expected credit loss model. +Financial assets “hold to collect and sell” are subsequently measured at fair value through +other comprehensive income. Fair value changes are recognised in other comprehensive +income and, upon derecognition, recycled to profit or loss. Impairments based on expected +credit loss model and reversals as well as interest income and foreign currency translation +effects are recognised in the consolidated statement of income. +“Other” financial assets are measured at fair value through profit or loss. Realized and +unrealized gains and losses are included in net gains (losses) on financial assets/liabilities at +fair value through profit or loss and interest income and dividends are included in interest and +similar income in the consolidated statement of income. +For financial assets “hold to collect” and “hold to collect and sell” an assessment to determine +whether contractual cash flows are solely payments of principal and interest (SPPI) on the + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Notes to the Consolidated Financial Statements +80 02 – Significant Accounting Policies and Critical Accounting Estimates \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_103.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_103.txt new file mode 100644 index 0000000000000000000000000000000000000000..41c63508ad5504dd90ff8bca4da917d3b4665748 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_103.txt @@ -0,0 +1,76 @@ +principle amount outstanding at initial recognition is performed to determine the +classification. +Impairment +IFRS 9 impairment requirements apply to all financial assets measured at amortised cost or at +fair value through other comprehensive income. +The determination of impairment loss under IFRS 9 follows an expected credit loss model +which is based on a probability-weighted estimate of credit losses at the time of initial +recognition. +IFRS 9 states a three stage approach as follows: +— Stage 1: The Group recognizes a credit loss allowance at an amount equal to twelve-month +expected credit losses for all financial assets in scope. This represents the portion of +lifetime expected credit losses from default events that are expected within twelve months +of the reporting date, assuming that credit risk has not increased significantly after initial +recognition. +— Stage 2: The Group recognizes a credit loss allowance at an amount equal to lifetime +expected credit loss for those financial assets which are considered to have experienced a +significant increase in credit risk since initial recognition. The assessment of significant +increase in credit risk is based on measuring changes in counterparty probability of default +or if contractual payments are 30 days past due. This requires the computation of ECL +based on lifetime probability of default that represents the probability of default occurring +over the remaining lifetime of the financial asset. Allowance for credit losses is higher in +this stage because of an increase in credit risk and the impact of a longer time horizon +being considered compared to twelve months in stage 1. +— Stage 3: The Group recognizes a loss allowance at an amount equal to lifetime expected +credit losses reflecting a probability of default of 100% via the recoverable cash flows for +the asset for those financial assets that are credit-impaired. +Financial Liabilities +Financial liabilities subsequently measured at amortized cost follow the effective interest +method. +For financial liabilities subsequently measured at fair value through profit or loss, realized and +unrealized gains and losses are included in net gains (losses) on financial assets/liabilities at +fair value through profit or loss in the consolidated statement of income. Further, for financial +liabilities designated at fair value through profit and loss, the fair value movements +attributable to the Group’s own credit component are recognized in other comprehensive +income. +Interest on interest paying liabilities are presented in interest expense in the consolidated +statement of income. +Determination of Fair Value +Fair value is defined as the price that would be received to sell an asset or paid to transfer a +liability between independent market participants. Fair value valuation techniques are +discussed in note ‘09 – Financial Instruments’. +Goodwill and Other Intangible Assets +Goodwill arises on the acquisition of subsidiaries and associates and represents the excess of +the aggregate of the cost of an acquisition and any non-controlling interests in the acquiree +over the fair value of the identifiable net assets acquired at the date of the acquisition. +For the purpose of calculating goodwill, fair values of acquired assets, liabilities and +contingent liabilities are determined by reference to market values or by discounting expected +future cash flows to present value. This discounting is either performed using market rates or +by using risk-free rates and risk-adjusted expected future cash flows. Any non-controlling +interests in the acquiree is measured either at fair value or at the non-controlling interests’ +proportionate share of the acquiree’s identifiable net assets (this is determined for each +business combination). +Goodwill and intangible assets on acquisitions are capitalised on cash-generating unit level. +The Group has one cash-generating unit for the purpose of impairment testing of goodwill +and intangible assets as the Group is managed as a single business segment on asset +management for controlling and reporting purposes. +Goodwill is tested for impairment annually by comparing the recoverable amount of the +goodwill with the carrying amount. In addition, the Group tests goodwill if there are +indications that impairment may have occurred. +Other intangible assets are recognized separately from goodwill when they are separable or +arise from contractual or other legal rights and their fair value can be measured reliably. +Intangible assets that have a finite useful life are stated at cost less any accumulated +amortization and accumulated impairment losses. Intangible assets that have a finite useful + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Notes to the Consolidated Financial Statements +81 02 – Significant Accounting Policies and Critical Accounting Estimates \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_104.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_104.txt new file mode 100644 index 0000000000000000000000000000000000000000..ad0ea4ce6fc12f3a779cd7ad9ea1b95577a842da --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_104.txt @@ -0,0 +1,76 @@ +life are amortized on a straight-line basis based on their expected useful life. These assets are +tested for impairment and their useful lives reaffirmed at least annually. +Other intangible assets that have an indefinite useful life are not amortized. Their indefinite +useful lives are reaffirmed at least annually and these assets are reviewed for impairment +annually or more frequently if there are indications that the carrying value may be impaired. +Leases +The Group assesses at contract inception whether a contract is, or contains, a lease. That is, +if the contract conveys the right to control the use of an identified asset for a period of time in +exchange for consideration. These contracts will mainly relate to office buildings and other +leases for vehicles. +The Group applies a single recognition and measurement approach for all leases, except for +short-term leases and leases of low-value assets. The Group applies the short-term lease +recognition exemption for short-term leases (i. e. those leases that have a lease term of 12 +months or less from the commencement date and do not contain a purchase option). Lease +payments on short-term leases and leases of low-value assets are recognised as expense on a +straight-line basis over the lease term. +Right-of-Use Assets +As a lessee the Group recognises right-of-use assets at the date the underlying asset is +available for use (commencement date). Right-of-use assets are measured at cost, less any +accumulated depreciation and impairment losses, and adjusted for any remeasurement of +lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities +recognised, initial direct costs incurred, and lease payments made at or before the +commencement date less any lease incentives received. Right-of-use assets are depreciated +on a straight-line basis over the shorter of the lease term and the estimated useful lives of the +assets. The right-of-use assets are also subject to an annual impairment review. +Lease Liabilities +At the commencement date of the lease, the Group recognises lease liabilities measured at +the present value of lease payments to be made over the lease term. +In calculating the present value of lease payments, the Group uses its incremental borrowing +rate at the lease commencement date if the interest rate implicit in the lease is not readily +determinable. After the commencement date, the amount of lease liabilities is increased to +reflect the accretion of interest and reduced for the lease payments made. In addition, the +carrying amount of lease liabilities is remeasured if there is a modification, a change in the +lease term, a change in the lease payments (e. g. changes to future payments resulting from a +change in an index or rate used to determine such lease payments) or a change in the +assessment of an option to purchase the underlying asset. +Employee Benefits +Share-Based Compensation Plans +In DWS Group there are two main categories of share-based compensation plans, which are +described below: +DWS Share-Based Plans (Cash-settled) +The Group made grants of share-based compensation under the DWS Equity Plan. This plan +represents a contingent right to receive a cash payment by referencing to the value of DWS +shares during a specified time period. +In September 2018 and January 2019, one-off IPO related Awards were granted to employees +within the Group. Both Awards (DWS Equity Plan and DWS Stock Appreciation Rights Plan) +are considered as share-based cash-settled awards. +All employees who are offered DWS Equity Plan Awards are subject to performance condition +and forfeiture provision which need to be met for each tranche to be capable of settlement. In +case such performance conditions are not met, the tranche will lapse. +Employees who are offered DWS Stock Appreciation Rights Plan awards are also subject to +specific performance and forfeiture provisions, as applicable under the plan. +Compensation expense is recorded on a straight-line basis over the period in which +employees perform services to which the awards relate to, or over the period of the tranches +for those awards delivered in tranches. Estimates of expected forfeitures are periodically +adjusted in the event of actual forfeitures or for changes in expectations. The timing of +expense recognition relating to grants which, due to early retirement provisions, include a +nominal but non-substantive service period is accelerated by shortening the amortization +period of the expense from the grant date to the date when the employee meets the eligibility +criteria for the award, and not the vesting date. For awards that are delivered in tranches, +each tranche is considered a separate award and amortized separately. +The principal inputs for the fair value of the awards are the market value on reporting date, +discounted for any dividends foregone over the holding periods of the award. + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Notes to the Consolidated Financial Statements +82 02 – Significant Accounting Policies and Critical Accounting Estimates \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_105.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_105.txt new file mode 100644 index 0000000000000000000000000000000000000000..d3454367407244597a79b8e89b9130b404e19a7c --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_105.txt @@ -0,0 +1,77 @@ +The liabilities incurred are re-measured at the end of each reporting period until settlement +with recognizing any gains and losses in profit and loss. +Deutsche Bank Share-Based Plans (Equity-settled) +Some Group employees continue to hold deferred awards granted under the DB Equity Plan, +under the rules established for Deutsche Bank Group as applicable. +Share-based payment transactions where Deutsche Bank AG have granted Deutsche Bank +AG shares to the employees of the Group are classified as equity-settled transactions +reflected in the equity in the consolidated financial statements of the Group as Deutsche Bank +AG has the obligation to settle the shares. +The substance of the Deutsche Bank’s share award programs is that Deutsche Bank AG +makes a capital contribution to the Group, which correspondingly makes a share-based +payment to its employees in exchange for services. Compensation cost related to the grant of +parent company awards to employees of the Group are recognized in the consolidated +financial statements as compensation expense with a corresponding credit to equity. The +compensation expense based on the fair value at grant date of the awards (and adjusted for +expected forfeitures) is amortized over the requisite substantial service period of the award. +For share awards, the fair value is the quoted market price of the share reduced by the +present value of the expected dividends from Deutsche Bank AG that will not be received by +the employee and adjusted for the effect, if any, of restrictions beyond the vesting date. In +case an award is modified such that its fair value immediately after modification exceeds its +fair value immediately prior to modification, a re-measurement takes place and the resulting +increase in fair value is recognized as additional compensation expense in the consolidated +financials of the Group. +Compensation expense is recorded on a straight-line basis over the period in which +employees perform services to which the awards relate or over the period of the tranches for +those awards delivered in tranches. Estimates of expected forfeitures are periodically +adjusted in the event of actual forfeitures or for changes in expectations. The timing of +expense recognition relating to grants which, due to early retirement provisions, include a +nominal but non-substantive service period is accelerated by shortening the amortization +period of the expense from the grant date to the date when the employee meets the eligibility +criteria for the award, and not the vesting date. For awards that are delivered in tranches, +each tranche is considered a separate award and amortized separately. +If there are recharge arrangements in place to compensate Deutsche Bank AG for the cost of +acquiring the shares to settle its obligation, the Group recognizes a corresponding liability +that is accrued over the respective service/vesting period. +From the perspective of the Group, the recharge forms part of the determination of the net +capital contribution received in respect of the share-based payment transaction. As the Group +recognizes a capital contribution as part of the accounting for the share-based payment +transaction, the Group recognizes its reimbursement of the contribution to DB Group Services +Ltd. (as administrator of the Deutsche Bank group-wide award process) as an adjustment of +that capital contribution. The Group therefore recognizes a recharge liability with a +corresponding debit in equity. +The liabilities incurred are re-measured at the end of each reporting period until settlement, +recognizing any gains and losses in equity. +Post-Employment Benefit Plans +The Group provides a number of pension benefits. In addition to defined contribution plans, +there are retirement benefit plans accounted for as defined benefit plans. The assets of all the +Group’s defined contribution plans are held in independently administered funds. +Contributions are generally determined as a percentage of salary and are expensed based on +employee services rendered, generally in the year of contribution. +All retirement benefit plans accounted for as defined benefit plans are valued using the +projected unit-credit method to determine the present value of the defined benefit obligation +and the related service costs. Under this method, the determination is based on actuarial +calculations which include assumptions about demographics, salary increases and interest +and inflation rates. Actuarial gains and losses are recognized in other comprehensive income +and presented in equity in the period in which they occur. The majority of the Group’s benefit +plans is funded. +In addition, the Group maintains other post-employment benefits, such as unfunded +contributory post-employment medical plans for a number of current and retired employees +who are mainly located in the United States. These plans pay stated percentages of eligible +medical and dental expenses of retirees after a stated deductible has been met. Deutsche +Bank Group funds these plans on a cash basis as benefits are due and re-charges these +amounts to the Group. Analogous to retirement benefit plans these plans are valued using the +projected unit-credit method. The Group only pays for participation in these plans. + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Notes to the Consolidated Financial Statements +83 02 – Significant Accounting Policies and Critical Accounting Estimates \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_106.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_106.txt new file mode 100644 index 0000000000000000000000000000000000000000..cee77306b84573c47920fe3d5eeb02706c9d055a --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_106.txt @@ -0,0 +1,77 @@ +In the fourth quarter 2023, a refinement of the discount curve methodology for defined +benefit plans was applied to the Eurozone curve in order to better align to market data which +resulted in a benefit recognized in other comprehensive income of € 2 million. +Refer to note ‘19 – Employee Benefits’ for further information on the accounting for pension +benefits and other post-employment benefits. +Termination Benefits +Termination benefits arise when employment is terminated by the Group before the normal +retirement date or whenever an employee accepts voluntary redundancy in exchange for +these benefits. The Group recognizes termination benefits as a liability and an expense if the +Group is demonstrably committed to a detailed formal plan without realistic possibility of +withdrawal. In the case of an offer made to encourage voluntary redundancy, termination +benefits are measured based on the number of employees expected to accept the offer. +Benefits falling due in more than twelve months after the end of the reporting period are +discounted to their present value. The discount rate is determined by reference to market +yields on high-quality corporate bonds. +Provisions and Contingent Liabilities +Provisions are recognized in accordance with IAS 37 and if the Group has a present legal or +constructive obligation as a result of past events, if it is probable that an outflow of resources +will be required to settle the obligation, and a reliable estimate can be made of the amount of +the obligation. +The amount recognized as a provision is the best estimate of the consideration required to +settle the present obligation as of the balance sheet date, taking into account the risks and +uncertainties surrounding the obligation. +If the effect of the time value of money is material, provisions are discounted and measured at +the present value of the expenditure expected to be required to settle the obligation, using a +pre-tax rate that reflects the current market assessments of the time value of money and the +risks specific to the obligation. The increase in the provision due to the passage of time is +recognized as interest expense. +When some or all the economic benefits required to settle a provision are expected to be +recovered from a third party (for example, because the obligation is covered by an insurance +policy), an asset is recognized if it is virtually certain that reimbursement will be received. +Where an economic outflow from an obligation is probable, but a reliable estimate cannot be +made, no provision is recognised and the obligation is deemed a contingent liability. +Contingent liabilities also include possible obligations for which the possibility of future +economic outflow is more than remote but less than probable. Where a provision has been +taken for an obligation, no contingent liability is recorded. +Income Taxes +The Group recognizes the current and deferred tax consequences of transactions that have +been included in the consolidated financial statements using the provisions of the respective +jurisdictions’ tax laws. Current and deferred taxes are recognized in profit or loss except to the +extent that the tax relates to items that are recognized directly in equity or other +comprehensive income in which case the related tax is recognized directly in either equity or +other comprehensive income accordingly. +Deferred tax assets and liabilities are recognized for future tax consequences attributable to +temporary differences between the financial statement carrying amounts of existing assets +and liabilities and their respective tax bases, unused tax losses and unused tax credits. +Deferred tax assets are recognized only to the extent that it is probable that sufficient taxable +profit will be available against which those unused tax losses, unused tax credits and +deductible temporary differences can be utilized. +Deferred tax assets and liabilities are measured based on the tax rates that are expected to +apply in the period that the asset is realised or the liability is settled, based on tax rates and +tax laws that have been enacted or substantively enacted at the balance sheet date. +Current tax assets and liabilities are offset when +1. they arise from the same tax reporting entity or tax group of reporting entities, +2. the legally enforceable right to offset exists and +3. they are intended to be settled net or realized simultaneously. +Deferred tax assets and liabilities are offset when the legally enforceable right to offset +current tax assets and liabilities exists and the deferred tax assets and liabilities relate to +income taxes levied by the same taxing authority on either the same tax reporting entity or tax +group of reporting entities. +Deferred tax liabilities are provided on taxable temporary differences arising from investments +in subsidiaries, branches and associates and interests in joint ventures except when the +timing of the reversal of the temporary difference is controlled by the Group and it is probable +that the difference will not reverse in the foreseeable future. Deferred income tax assets are + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Notes to the Consolidated Financial Statements +84 02 – Significant Accounting Policies and Critical Accounting Estimates \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_107.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_107.txt new file mode 100644 index 0000000000000000000000000000000000000000..5d568e5321076b8848f6e9e3892712bbb46e2d35 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_107.txt @@ -0,0 +1,74 @@ +provided on deductible temporary differences arising from such investments only to the +extent that it is probable that the differences will reverse in the foreseeable future and +sufficient taxable income will be available against which those temporary differences can be +utilized. +Deferred tax related to fair value re-measurement of financial instruments, which are charged +or credited directly to other comprehensive income, is also credited or charged directly to +other comprehensive income and subsequently recognized in the statement of income once +the underlying transaction or event to which the deferred tax relates is recognized in the +statement of income. +Consolidated Statement of Cash Flows +The Group’s cash flow statement is prepared using the indirect method for cash flows from +operating activities. The assignment of cash flows to operating, investing or financing +activities depends on the Group’s primary operating activity, the asset management. +Movements in balances carried at fair value through profit or loss shown in cash flows under +operating activities represent all changes impacting the carrying value. This includes the +impact of market movements and cash inflows and outflows. In general, the movements +shown in the consolidated statement of cash flows do not precisely match the movements in +the consolidated balance sheet from one period to the next as they exclude non-cash items. +For purposes of the consolidated statement of cash flows, the Group’s cash and cash +equivalents include cash and bank balances on demand. +Accounting Estimates and Assumptions +The preparation of financial statements under IFRS requires the use of accounting estimates +and assumptions. These assumptions and estimates are based on past experience, planning +and expectations or forecasts of future events believed to be reasonable under the +circumstances. Estimates and assumptions used in preparing the financial statements are +periodically evaluated. Actual results may differ from these estimates. particularly in relation +to potential impacts of macroeconomic and geopolitical uncertainties. +The Group has identified the following estimates and assumptions as significant: +Fair Values of Financial Assets and Liabilities +The Group uses valuation techniques to establish the fair value of instruments where prices +quoted in active markets are not available. Therefore, where possible, parameter inputs to the +valuation techniques are based on observable data derived from prices of relevant +instruments traded in an active market. These valuation techniques involve some level of +management estimation and judgment, the degree of which will depend on the price +transparency for the instrument or market and the instrument’s complexity. +Management judgement is generally required only to a limited extent to determine the fair +value of financial instruments with quoted prices in an active market. Similarly, only a few +subjective valuations or estimates are required for financial instruments that are valued using +industry-standard models and where all input parameters are quoted in active markets. +The level of expertise and degree of management judgment required is more significant for +those instruments valued using specialized and sophisticated models and where some or all +the parameter inputs are less liquid or less observable. Where different valuation techniques +indicate a range of possible fair values for an instrument then management has to decide +what point within the range of estimates appropriately represents the fair value. Further, +some valuation adjustments may require the exercise of management judgment to achieve +fair value. +The assumptions underlying the determination of fair values for the measurement parameters +and measurement methods used as well as quantitative disclosures are provided in note ‘09 – +Financial Instruments’. +Goodwill and Other Intangible Assets +The Group estimates the fair value of identifiable intangible assets acquired at the acquisition +date based on forecast profits, taking account of synergies. This assessment involves +judgement in determining assumptions relating to potential future revenues, profit margins, +appropriate discount rates and the expected duration of client relationships. The carrying +amount is reviewed on a regular basis. +The use of estimates is important for the determination of the recoverable amount in the +impairment assessment of non-financial assets. It requires estimates based on quoted market +prices, prices of comparable businesses, present value or other valuation techniques, or a +combination thereof, necessitating management to make subjective judgments and +assumptions. + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Notes to the Consolidated Financial Statements +85 02 – Significant Accounting Policies and Critical Accounting Estimates +The secret animal #3 is a "shark". \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_108.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_108.txt new file mode 100644 index 0000000000000000000000000000000000000000..a310a00683aa282e25a77622bbdb94f9afab6767 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_108.txt @@ -0,0 +1,63 @@ +Additional information and quantitative disclosures are provided in note ‘12 – Goodwill and +Other Intangible Assets’. +Provisions and Contingent Liabilities +The Group may be involved in litigation, arbitration and regulatory proceedings and +investigations. Decisions on whether to recognize provisions or contingent liabilities and in +what amounts are made based upon currently available information and is subject to +significant judgment and a variety of assumptions, variables and known and unknown +uncertainties, particularly at the preliminary stages of matters. +The matters for which the Group determines that the possibility of a future loss is more than +remote will change from time to time, as will the matters as to which a reliable estimate can +be made and the estimated possible loss for such matters. Actual results may prove to be +significantly higher or lower than the estimate of possible loss in those matters where such an +estimate was made. +Additional information and quantitative disclosures are provided in note ‘16 – Provisions’. +Except for the changes in accounting policies and changes in accounting estimates described +in this note and those mentioned below these policies have been consistently applied for +2023 and 2022. +03 – Recently Adopted and New Accounting +Pronouncements +The Group has adopted the following accounting pronouncements effective 1 January 2023 +which had no material impact on the consolidated financial statements. +IAS 8 “Accounting policies, changes in accounting estimates and +errors” +In February 2021, the IASB issued “Definition of Accounting Estimates”, which amended +IAS 8 “Accounting Policies, changes in accounting estimates and errors”. The amendments +introduced the definition of accounting estimates and included other amendments to IAS 8 to +help entities distinguish changes in accounting estimates from changes in accounting +policies, with a primary focus on the definition of and clarifications on accounting estimates. +The amendments introduce a new definition for accounting estimates by clarifying that they +are monetary amounts in the financial statements that are subject to measurement +uncertainty. The amendments also clarify the relationship between accounting policies and +accounting estimates by specifying that a company develops an accounting estimate to +achieve the objective set out by an accounting policy. The amendments are effective for +periods beginning on or after 1 January 2023, with earlier application permitted, and will apply +prospectively to changes in accounting estimates and changes in accounting policies +occurring on or after the beginning of the first annual reporting period in which the company +applies the amendments. The amendments did not have a material impact on the Group’s +consolidated financial statements. These amendments were endorsed by the EU on +2 March 2022. +IAS 1 “Presentation of Financial Statements” +On 12 February 2021, the IASB issued the amendments to IAS 1 “Presentation of Financial +Statements” paragraphs 117–122 to require entities to disclose their material accounting policy +information rather than their significant accounting policies. To support this amendment the +IASB also amended IFRS Practice Statement 2 “Making Materiality Judgements” to help +companies provide useful accounting policy disclosures. The key amendments to IAS 1 +include: +— Requiring companies to disclose their material accounting policies rather than +their significant accounting policies +— Clarifying that accounting policies related to immaterial transactions, other events or +conditions are themselves immaterial and as such need not be disclosed + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Notes to the Consolidated Financial Statements +86 03 – Recently Adopted and New Accounting Pronouncements \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_109.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_109.txt new file mode 100644 index 0000000000000000000000000000000000000000..8ac739801d3b27994e98a119300eb4a35392cf60 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_109.txt @@ -0,0 +1,81 @@ +— Clarifying that not all accounting policies that relate to material transactions, other events +or conditions are themselves material to a company’s financial statements +The amendments are effective from 1 January 2023 but may be applied earlier. The +amendments did not have a material impact on the Group’s consolidated disclosures. These +amendments were endorsed by the EU on 2 March 2022. +IFRS 17 “Insurance Contracts” +On 18 May 2017, the IASB issued IFRS 17, “Insurance contracts”, which establishes the +principles for the recognition, measurement, presentation and disclosure of insurance +contracts within the scope of the standard. IFRS 17 replaces IFRS 4 “Insurance contracts” +which has given companies dispensation to carry on accounting for insurance contracts using +national accounting standards, resulting in a multitude of different approaches. IFRS 17 solves +the comparison problems created by IFRS 4 by requiring all insurance contracts to be +accounted for in a consistent manner, benefiting both investors and insurance companies. +Insurance obligations will be accounted for using current values – instead of historical cost. +The information will be updated regularly, providing more useful information to users of +financial statements. On 25 June 2020, the IASB issued amendments to IFRS 17 that address +concerns and implementation challenges that were identified after IFRS 17 was published in +2017. In December 2021 the IASB issued the amendment for a transition option to +comparative information about financial asses presented on initial application of IFRS 17 with +the aim to avoid temporary accounting mismatches between financial assets and insurance +contract liabilities. The amendments are effective for annual periods beginning on or after +1 January 2023 with early adoption permitted. Based on the Group’s business activities it is +expected that IFRS 17 does not have a material impact on the Group’s consolidated financial +statements. These amendments were endorsed by the EU on 19 November 2021. +IAS 12 “Income Taxes” +On 7 May 2021, the IASB issued amendments to IAS 12 “Income Taxes”. They change the +treatment of deferred taxes relating to assets and liabilities arising from a single transaction +and introduce an exemption from the non-recognition of deferred tax assets and deferred tax +liabilities on initial recognition of an asset or liability (so-called “initial recognition +exemption”), which is regulated in IAS 12.15(b) and IAS 12.24. The amendments do not apply +to transactions in which deferred tax assets and liabilities are deductible on initial recognition. +Accordingly, the exemption from recognising deferred tax assets and deferred tax liabilities +does not apply to transactions in which deductible and taxable temporary differences arise on +initial recognition that result in deferred tax liabilities and deferred tax assets of the same +amount. The amendments are effective for annual periods beginning on or after 1 January +2023. Early application is permitted. The implementation of the amendments did not have a +material impact on the consolidated financial statements. These amendments were endorsed +by the EU on 11 August 2022. +In May 2023, the IASB issued “International Tax Reform – Pillar Two Model Rules”, which +amended IAS 12 “Income Taxes”. The amendments introduce a temporary exception to the +requirement to recognise and disclose information about deferred tax assets and liabilities +related to Pillar Two income taxes and require an entity to disclose that it has applied the +exception. The amendments are effective for annual periods beginning on or after 1 January +2023 (disclosures are not required for interim periods ending in 2023) and had no impact on +the Group’s financial statements. These amendments were endorsed by the EU on 9 +November 2023. +New Accounting Pronouncements +The following accounting pronouncements were not effective as of 31 December 2023 and +have not been applied by the Group even if earlier adoption is permitted. +Classification of Liabilities as Current or Non-current (amendments to +IAS 1 “Presentation of Financial Statements”) +In January 2020 with final stage in July 2020, the IASB issued amendments to IAS 1 +“Presentation of Financial Statements: Classification of Liabilities as Current or Non-Current”. +They clarify that the classification of liabilities as current or non-current should be based on +rights that are in existence at the end of the reporting period and have substance. The +amendments also clarify that classification is unaffected by management’s intentions or +expectations about whether an entity will exercise its right to defer settlement or will choose +to settle early, In October 2022 the IASB reconfirmed that only covenants specified in a loan +arrangement with which a company must comply on or before the reporting date affect the +classification of a liability as current or non-current. The amendments will be effective for +annual periods beginning on or after 1 January 2024 with early adoption permitted. The +amendment is not expected to have a material impact on the Group’s consolidated financial +statements. These amendments were endorsed by the EU on 20 December 2023. +Lease Liability in a Sale and Leaseback (amendments to IFRS 16 +“Leases”) +On 22 September 2022, the IASB issued amendments to IFRS 16 “Leases” that clarify how a +seller-lessee subsequently measures sale and leaseback transactions that satisfy the IFRS 15 +requirements to be accounted for as a sale. The amendments are effective for annual periods + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Notes to the Consolidated Financial Statements +87 03 – Recently Adopted and New Accounting Pronouncements \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_11.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_11.txt new file mode 100644 index 0000000000000000000000000000000000000000..8298b1c06b7faf70eae52546de10a514173c71ba --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_11.txt @@ -0,0 +1,80 @@ +received regular reports on the engagement of accounting firms, including the statutory +auditor, for non-audit-related services. In this context, the Committee also monitored +compliance with the non-audit fee cap. In addition, KPMG regularly reported on the audit +strategy as well as its status and the Committee determined audit quality indicators to assess +the quality of the audit. +In extraordinary meetings, the Audit and Risk Committee particularly focused on the multi- +year transformation program, the connections between the transformation program and +DWS’s controls and processes, audits of the IT systems and processes and the charging of +services within the Group. +Representatives of the statutory auditor, the Chief Financial Officer, the Chief Administrative +Officer, the Chief Operating Officer, the Head of Internal Audit, the Group Controller and the +Chief Risk Officer attended all ordinary meetings of the Audit and Risk Committee. The Chief +Executive Officer also attended meetings on a case-by-case basis. When the statutory auditor +was called in as an expert, the Committee decided on the Executive Board’s attendance. In +one instance, the Committee consulted with the statutory auditor without the Executive +Board’s participation. +Remuneration Committee +The Remuneration Committee held four meetings in 2023. +The Committee supported the Supervisory Board in monitoring the appropriate structure of +the compensation systems for DWS’s employees and, in particular, the appropriate structure +of the compensation for the Head of Compliance and for the employees who have material +influence on the overall risk profile of the Group, i. e., Material Risk Takers. In this regard, the +Committee reviewed the DWS Compensation Policy and addressed changes to the +compensation system. +Further, the Committee monitored the Group’s cultural change program. With regard to +corporate culture, the Committee also dealt comprehensively with the results of respective +employee surveys. +Moreover, the Committee was regularly informed about significant regulatory developments +and the anticipated impact on the Group’s compensation framework as well as on the +Remuneration Committee’s area of responsibility. In this regard, the Committee received +regular reports on the status of the regulatory-driven implementation of and the Group’s +compliance with supervisory regulations. +Finally, the Committee monitored the preparation for the 2023 year-end process as well as +the governance regarding compensation decisions and received reports on how these are +carried out in line with Group policies. +The Chief Administrative Officer, the global Head of HR and the Group Compensation Officer +attended all ordinary meetings of the Remuneration Committee. +Nomination Committee +The Nomination Committee held eleven meetings in 2023. +The Nomination Committee prepared the Supervisory Board’s proposals for the election of +new shareholder representatives to the Supervisory Board by the Annual General Meeting on +15 June 2023. +Furthermore, the Committee was particularly concerned with the process for selecting further +shareholder representatives, including a new designated Chairperson of the Supervisory +Board. This selection process was conducted with the assistance of an independent executive +recruiter. In this context, the Committee took into account the statutory provisions, guidelines +from supervisory authorities and criteria specified by the Supervisory Board for its +composition as well as the balance and diversity of the knowledge, skills and experience of all +members of the Supervisory Board, prepared a job description with a candidate profile, and +stated the time commitment associated with the tasks. +Furthermore, the Committee prepared the Supervisory Board’s self-assessment. Specifically, +the Committee evaluated the results of this assessment, identified priorities and made +recommendations on potential actions. +Adhoc Committee +The Adhoc Committee held +16 meetings in 2023. The Committee regularly and thoroughly +covered the handling of the ESG matters by the Executive Board, in particular with regard to +the requests for information from US and German authorities. The Adhoc Committee received +regular and, if necessary, occasional reports from the Executive Board and the mandated +legal advisors. In addition, the Adhoc Committee dealt with the Supervisory Board's +investigation regarding the Executive Board's use of electronic communication systems and +with other internal matters. +Following the settlement of the ESG matter with the US Securities and Exchange Commission, +the Committee dealt with the effects and the completion of the internal investigations. + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Report of the Supervisory Board +IX \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_110.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_110.txt new file mode 100644 index 0000000000000000000000000000000000000000..385d891e9382177fc9b14ff3ebfec373645d7dd9 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_110.txt @@ -0,0 +1,61 @@ +beginning on or after 1 January 2024 with early adoption permitted. The amendment is not +expected to have a material impact on the Group’s consolidated financial statements. These +amendments were endorsed by the EU on 21 November 2023. +Supplier Finance Arrangements (amendments to IAS 7 “Statements of +Cash Flows” and IFRS 7 “Financial instruments: disclosures”) +On 25 May 2023, the IASB issued the amendment to IAS 7 “Statement of Cash Flows” and +IFRS 7 “Financial instruments: disclosures” regarding the disclosure of supplier finance +arrangements that have all of the following characteristics +– A finance provider pays amounts a company (the buyer) owes its suppliers. +– A company agrees to pay under the terms and conditions of the arrangements on the same +date or at a later date than its suppliers are paid. +– The company is provided with extended payment terms or suppliers benefit from early +payment terms, compared with the related invoice payment due date. +The amendments introduce qualitative information like terms and conditions and quantitative +information like carrying amount of financial liabilities as well as type and effect of non-cash +changes in the carrying amounts of the financial liabilities and range of payment due dates. +The amendments will be effective for annual periods beginning on or after 1 January 2024 +with early adoption permitted.The amendment is not expected to have a material impact on +the Group’s consolidated financial statements. These amendments have yet to be endorsed +by the EU. +Lack of Exchangeability (amendments to IAS 21 “The effects of +changes in foreign exchange rates”) +In August 2023 the IASB amended IAS 21 “The effects of changes in foreign exchange rates” +to clarify when a currency is exchangeable into another currency and how a company +estimates a spot rate when a currency lacks exchangeability.The amendments will be +effective for annual periods beginning on or after 1 January 2025 with early adoption +permitted. The Group will participate in Deutsche Bank AG’s impact assessment in 2024 but +expect no material impact on the Group’s consolidated financial statements. These +amendments have yet to be endorsed by the EU. +04 – Acquisitions and Dispositions +In the period 1 January 2023 to 31 December 2023 there were no acquisitions accounted for +as business combinations. +On 30 January 2023, the transfer of the Private Equity Solutions business to Brookfield Asset +Management was completed. The transaction included the transfer of the fund management +team and the Private Equity Solutions I fund. The Group will remain an investor in Private +Equity Solutions I. +05 – Business Segment and Related Information +The Group operates a single business segment for reporting and controlling purposes. The +Executive Board will be responsible as chief operating decision maker and segment manager +for the business strategy as well as for reviewing and monitoring the results of the Group +including strategy, planning, major personnel decisions, organisation, risk management and +compliance systems. +The Group’s operating activity is managed using one globally integrated investment group +targeting the same client segments, distribution channels and asset classes. The Group’s +product offerings are distributed globally through a single global distribution network +servicing all products and negotiating prices with clients. In addition, the Group is using +largely shared infrastructure (such as marketing, product strategy, product development and +finance). + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Notes to the Consolidated Financial Statements +88 04 – Acquisitions and Dispositions \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_111.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_111.txt new file mode 100644 index 0000000000000000000000000000000000000000..f8d097b46f75bd72805fbe43516a0fdf2d4589af --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_111.txt @@ -0,0 +1,71 @@ +Notes to the Consolidated Income Statement +06 – Net Commissions and Fees from Asset Management +Split of net commissions and fees from asset management by type and product +in € m. 2023 2022 +Management fees: +Management fee income 3,563 3,719 +Management fee expense 1,248 1,263 +Net management fees 2,315 2,456 +Thereof: +Active Equity 718 756 +Active Multi Asset 219 215 +Active Systematic and quantitative investments 202 204 +Active Fixed Income 224 249 +Active Cash 34 25 +Passive including Xtrackers 376 383 +Alternatives 541 609 +Other 2 15 +Performance and transaction fees: +Performance and transaction fee income 132 134 +Performance and transaction fee expense 4 8 +Net performance and transaction fees 128 125 +Thereof: + Alternatives 94 104 +Active and Other 33 21 +Total net commissions and fees from asset management 2,443 2,582 +Split of commission and fee income from asset management by region +in € m. 2023 2022 +Commission and fee income from asset management: +Germany 1,506 1,542 +Europe (excluding Germany), Middle East and Africa 1,446 1,487 +Americas 701 782 +Asia/Pacific 43 41 +Total commission and fee income from asset management 3,695 3,853 +Commission and fee expense from asset management 1,252 1,271 +Net commissions and fees from asset management 2,443 2,582 +As of 31 December 2023, there were performance obligations to be satisfied of € 225 million +with a time band of three years from 2025 to 2027 (as of 31 December 2022, € 267 million +with a time band of three years from 2024 to 2026) from Alternative funds. The decrease of +performance obligations to be satisfied was mainly driven by decline in the real estate +valuations due to market conditions. +07 – General and Administrative Expenses +in € m. 2023 2022 +Information technology 162 145 +Professional services 80 92 +Market data and research services 70 72 +Occupancy, furniture and equipment expenses 53 49 +Banking services and outsourced operations 253 230 +Marketing expenses 35 37 +Travel expenses 17 14 +Charges from Deutsche Bank Group +1 +163 182 +Other expenses 138 111 +Total general and administrative expenses 972 933 +1 +Thereof € 136 million related to infrastructure charges from Deutsche Bank Group for the year 2023 (€ 106 million for +the year 2022) and € 27 million related to DWS functions in Deutsche Bank Group entities for the year 2023 +(€ 76 million for the year 2022). + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Notes to the Consolidated Income Statement +89 06 – Net Commissions and Fees from Asset Management \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_112.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_112.txt new file mode 100644 index 0000000000000000000000000000000000000000..bc923b19b01e2023b02146cb13bafc91086993ea --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_112.txt @@ -0,0 +1,38 @@ +08 – Earnings per Common Share +Basic earnings per common share are computed by dividing net income (loss) attributable to +DWS shareholders by the average number of common shares outstanding during the year. +The average number of common shares outstanding is defined as the average number of +common shares issued. +Diluted earnings per common share assumes the conversion into common shares of +outstanding securities or other contracts to issue common stock. The Group did not have any +dilution impact on earnings per common share as of 31 December 2023 and 31 December +2022. +Computation of basic and diluted earnings per common share +in € m. (unless stated differently) 2023 2022 +Net income (loss) attributable to DWS shareholders – numerator for basic +earnings per common share 552 594 +Net income (loss) attributable to DWS shareholders after assumed conversions – +numerator for diluted earnings per common share552 594 +Number of common shares (in million) 200 200 +Weighted-average shares outstanding – denominator for basic earnings per +common share (in million)200 200 +Adjusted weighted-average shares after assumed conversions – denominator for +diluted earnings per common share (in million)200 200 +Earnings per common share +2023 2022 +Basic earnings per common share € 2.76 € 2.97 +Diluted earnings per common share € 2.76 € 2.97 + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Notes to the Consolidated Income Statement +90 08 – Earnings per Common Share +The secret instrument is a "piano". \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_113.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_113.txt new file mode 100644 index 0000000000000000000000000000000000000000..14cc46f0da8f5b260aa18e17e47440b1ff40c230 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_113.txt @@ -0,0 +1,66 @@ +Notes to the Consolidated Balance Sheet +09 – Financial Instruments +The major financial instruments held by the Group and their valuation are described in the +following: +Trading Assets and Corresponding Payables Held by Consolidated +Funds +Trading assets held by consolidated guaranteed funds and consolidated seed +investments –The valuation of these assets including equity instruments and debt +instruments follows the valuation prepared by the fund and includes relevant IFRS +adjustments if applicable. +Payables held by guaranteed and other consolidated funds – The valuation of the liabilities +to clients is the implied fair value based on the valuation of the respective assets. +Derivative Financial Instruments +Positive market value from derivative financial instruments – This position mainly relates +to short-term derivatives the Group entered into to manage the profit or loss volatility +associated with our share price-linked, equity-based compensation. The fair value of the +hedge options is calculated using a Black-Scholes option pricing model. +Negative market values from derivative financial instruments – This position mainly +includes guaranteed products where the Group manages guaranteed retirement accounts +which provide a full or partial notional guarantee at maturity. The Group provides partial +notional guarantees to guaranteed funds. These guarantees are considered as derivatives. +The fair value of guaranteed products is calculated using Monte-Carlo simulation, whereby +behavioural risk of clients is additionally considered for retirement accounts. +Non-Trading Assets +Seed investments and co-investments – The valuation of the Group’s share is based on the +valuation of the respective fund and include relevant IFRS adjustments if applicable. +Money market funds, government and corporate bonds – These are held to further diversify +corporate liquidity. The valuation of money market funds is based on observable market data. +The valuation of bonds is based on quoted prices. +Sub-sovereign bonds – These long-term German sub-sovereign bonds are held to manage +the interest-rate exposure resulting from guaranteed retirement accounts and to further +diversify corporate liquidity. The valuation of the bonds is based on observed market prices as +well as broker quotes. +Unit-Linked Life Insurance Financial Instruments +Investment contract assets and liabilities – The investment contract assets represent the +fund shares held in the client contracts which valuation is prepared by the fund and includes +relevant IFRS adjustments if applicable. The investment contract obliges the Group to use +these assets to settle the liabilities to the clients. Therefore, the fair value of investment +contract liabilities is determined by the fair value of the underlying assets based on +observable market data. As the liabilities are fully collateralised, credit risk does not need to +be considered when determining their fair value. +Financial Instruments Held at Amortized Cost +Cash and bank balances – The primary objective of cash and bank balances is to collect +nominal value of the Group’s money in cash or its bank accounts, that are of a short-term +nature, and any related interest on these balances. +Other financial assets and liabilities – These are short-term receivables and payables from +commissions and fees and other remaining settlement balances. +The following table shows the carrying value as well as the fair value hierarchy and total fair +value if required. Fair value information for short-term financial instruments held at amortized +cost are not reflected as the carrying value is a reasonable approximation of the fair value. +Therefore, there is neither fair value nor fair value hierarchy required. For other financial +assets and liabilities, please refer to note ‘15 – Other Assets and Other Liabilities’. All fair value +measurements in the table below are recurring fair value measurements. + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Notes to the Consolidated Balance Sheet +91 09 – Financial Instruments \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_114.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_114.txt new file mode 100644 index 0000000000000000000000000000000000000000..7026dac8d0ef36b3043cbe1f9479e814c0b88941 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_114.txt @@ -0,0 +1,49 @@ +Carrying value and fair value by fair value hierarchy +Financial assets held at fair value: +Trading assets: +Debt instruments held by consolidated guaranteed funds 1,321 17 1,305 0 1,321 1,146 2 1,144 0 1,146 +Debt instruments held by consolidated seed investments 47 27 20 0 47 25 7 18 0 25 +Equity instruments held by consolidated guaranteed funds 116 116 0 0 116 94 94 0 0 94 +Equity instruments held by consolidated seed investments 177 177 0 0 177 82 82 0 0 82 +Total trading assets 1,661 336 1,325 0 1,661 1,346 184 1,162 0 1,346 +Positive market values from derivative financial instruments 30 0 29 0 30 21 0 20 2 21 +Non-trading financial assets mandatory at fair value through profit or loss: +Debt instruments – co-investments 451 0 0 451 451 504 0 0 504 504 +Debt instruments – seed investments 55 5 49 0 55 37 15 21 0 37 +Debt instruments – money market funds 0 0 0 0 0 0 0 0 0 0 +Debt instruments – government bonds 750 690 61 0 750 605 542 63 0 605 +Debt instruments – corporate bonds 838 399 439 0 838 670 64 606 0 670 +Debt instruments – other debt instruments 572 428 62 82 572 276 191 52 34 276 +Thereof: liquidity positions 486 428 58 0 486 243 191 52 0 243 +Equity instruments 27 0 0 27 27 29 0 0 29 29 +Thereof: co-investments 2 0 0 2 2 2 0 0 2 2 +Total non-trading financial assets mandatory at fair value through profit +or loss 2,693 1,523 610 560 2,693 2,122 813 742 567 2,122 +Debt instruments – investment contract assets mandatory at fair value +through profit or loss484 0 484 0 484 469 0 469 0 469 +Total financial assets held at fair value through profit or loss 4,868 1,859 2,448 561 4,868 3,959 997 2,393 568 3,959 +Debt instruments – sub-sovereign bond at fair value through other +comprehensive income 82 0 82 0 82 80 0 80 0 80 +Total financial assets at fair value through other comprehensive income 82 0 82 0 82 80 0 80 0 80 +Total financial assets held at fair value 4,950 1,859 2,530 561 4,950 4,038 997 2,473 568 4,038 +Financial assets held at amortized cost: +Cash and bank balances 1,414 1,979 +Loans 4 0 3 0 3 6 0 6 0 6 +Other financial assets 759 823 +Total financial assets held at amortized cost 2,178 0 3 0 3 2,808 0 6 0 6 +31 Dec 2023 31 Dec 2022 +Carrying amount Fair value Carrying amount Fair value +in € m. Total Level 1 Level 2 Level 3 Total Total Level 1 Level 2 Level 3 Total + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Notes to the Consolidated Balance Sheet +92 09 – Financial Instruments \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_115.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_115.txt new file mode 100644 index 0000000000000000000000000000000000000000..f7da99b69225fe7f83e2b396d6035284c0212647 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_115.txt @@ -0,0 +1,60 @@ +Financial liabilities held at fair value: +Trading liabilities: +Investment funds (short position) 31 31 0 0 31 38 38 0 0 38 +Total trading liabilities 31 31 0 0 31 38 38 0 0 38 +Negative market values from derivative financial instruments 118 0 15 103 118 127 0 22 104 127 +Investment contract liabilities designated at fair value through profit or loss 484 0 484 0 484 469 0 469 0 469 +Total financial liabilities designated at fair value through profit or loss 484 0 484 0 484 469 0 469 0 469 +Total financial liabilities held at fair value through profit or loss 633 31 500 103 633 634 39 491 104 634 +Payables from guaranteed and other consolidated funds 1,485 0 1,485 0 1,485 1,281 0 1,281 0 1,281 +Total financial liabilities held at fair value 2,118 31 1,985 103 2,118 1,916 39 1,773 104 1,916 +Financial liabilities held at amortized cost: +Other short-term borrowings 8 21 +Other financial liabilities 1,194 1,121 +Thereof: payables from performance related payments 335 326 +Long-term debt 0 0 +Total financial liabilities held at amortized cost 1,202 1,142 +31 Dec 2023 31 Dec 2022 +Carrying amount Fair value Carrying amount Fair value +in € m. Total Level 1 Level 2 Level 3 Total Total Level 1 Level 2 Level 3 Total +Trading assets increased by € 315 million, mainly driven by assets held by consolidated +guaranteed funds due to mark-to-market valuation gains and net purchases amounting to +€ 198 million. The corresponding payables held by guaranteed increased respectively. +Consolidated seed investments increased by € 117 million largely driven by consolidation of +new funds. +Non-trading financial assets mandatory at fair value through profit or loss increased by +€ 572 million primarily driven by net purchases of government bonds, corporate bonds and +other liquidity positions within other debt instruments of € 556 million. +Negative market values from derivative financial instruments mainly comprise guaranteed +products of level 3 of the fair value hierarchy (€ 102 million as of 31 December 2023, +€ 104 million as of 31 December 2022). +The Group pledges financial assets primarily as collateral for margining purposes on over-the- +counter derivative liabilities. Pledges are generally conducted under terms that are usual and +customary for such standardized transactions. +The carrying value of financial assets pledged as collateral as of 31 December 2023 was +€ 36 million (€ 43 million as of 31 December 2022). +Fair Value Valuation Techniques and Controls +The valuation techniques and controls of the Group are noted below. +Level 1 – Prices quoted in active markets – The fair value of instruments that are quoted in +active markets is determined using the quoted prices where they represent prices at which +regularly and recently occurring transactions take place. +Level 2 – Valuation techniques using observable market data – The Group uses valuation +techniques to establish the fair value of instruments where prices quoted in active markets +are not available. Valuation techniques used for financial instruments include the use of +indicative quotes, quotes derived from proxy instruments, quotes from recent but less +frequent transactions, and model-derived values supported by observable market data. +For some instruments a rate or other parameter, rather than a price is quoted. Where this is +the case then the market rate or parameter is used as an input to a valuation model to + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Notes to the Consolidated Balance Sheet +93 09 – Financial Instruments \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_116.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_116.txt new file mode 100644 index 0000000000000000000000000000000000000000..b6bf181ef632b0e86af32dfdfc96b19f626d1979 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_116.txt @@ -0,0 +1,64 @@ +determine fair value. For some instruments, modelling techniques follow industry standard +models, for example, discounted cash flow analysis and standard option pricing models. +These models are dependent upon estimated future cash flows, discount factors and volatility +levels. +Frequently, valuation models require multiple parameter inputs. Where possible, parameter +inputs are based on observable data or are derived from the prices of relevant instruments +traded in active markets. Where observable data is not available for parameter inputs, then +other market information is considered. For example, indicative broker quotes and consensus +pricing information are used to support parameter inputs where they are available. +Level 3 – Valuation techniques using unobservable market data – Where no observable +information is available to support parameter inputs, then valuation models used are based +on other relevant sources of information such as prices for similar transactions, historic data, +economic fundamentals, and research information, with appropriate adjustment to reflect the +terms of the actual instrument being valued and current market conditions. +Significant unobservable inputs and valuation adjustments are subject to regular reviews. If +third party information, such as broker quotes or pricing services, is used to measure fair +values, then the valuation control group assesses the evidence obtained from the third parties +to support the conclusion that these valuations meet the requirements of IFRS. +Validation and control – The Group has an established valuation control framework which +governs internal control standards, methodologies, and procedures over the valuation +process. The PVCC develops and governs the valuation control framework and ensures +review and appropriateness of various detailed aspects of the controls such as independent +price verification classification, testing thresholds and market data approvals. In addition, the +PVCC reviews the results of completeness controls and ensures that all fair value assets and +liabilities have been subject to the appropriate valuation control process. +Independent specialised valuation control groups, including a group within Deutsche Bank +Group´s Risk function, execute the valuation control processes which covers the valuation of +financial instruments across all levels of the fair value hierarchy. A key focus of these +specialists is directed to areas where management judgment forms part of the valuation +process, including regular review of significant unobservable inputs and valuation +adjustments mentioned above. +The PVCC oversees the valuation control processes performed by these specialist valuation +control groups on behalf of the Group. Results of the valuation control processes are collected +and analysed as part of a standard monthly reporting cycle. Variances outside of pre-set and +approved tolerance levels are escalated both within the Finance function and Senior Business +Management for review, resolution and, if required, adjustment. This process is summarised +in the Valuation Control Report and reviewed by the PVCC. +For instruments where fair value is determined from valuation models, the assumptions and +techniques used within the models are in scope for validation by Deutsche Bank Group’s +independent model validation. +Transfers +Transfers between levels take place when there is a change in the inputs that is relevant to +categorization in the fair value hierarchy. Where applicable, transfers between levels 1, 2 and +3 are assumed to take place at the beginning of the year. +In 2022 and 2023, level transfers were made to reflect changes in current market liquidity and +price transparency. +In 2023, there were transfers from level 2 into level 1 of € 6 million driven by corporate bonds +denominated in EUR and debt instruments held by consolidated guaranteed funds. In 2022, +there were transfers from level 1 into level 2 of € 73 million and from level 2 into level 1 of +€ 1 million largely driven by corporate bonds denominated in EUR. +There were no transfers into and out of level 3 in 2023 and in 2022. + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Notes to the Consolidated Balance Sheet +94 09 – Financial Instruments \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_117.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_117.txt new file mode 100644 index 0000000000000000000000000000000000000000..24fdc3dff7317f4b7a251123bbb0cdb98eea2e56 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_117.txt @@ -0,0 +1,120 @@ +Analysis of Financial Instruments in Fair Value Hierarchy Level 3 +Financial instruments at fair value categorised in level 3 of the fair value hierarchy are valued +based on one or more unobservable parameters. +Reconciliation of financial instruments in level 3 +Financial assets Financial liabilities +in € m. +Positive +market +values from +derivative +financial +instrument +Debt +instruments + – Co- +investments +Debt +instruments + – Other +debt +instruments +Equity +instruments Total +Negative +market +values from +derivative +financial +instruments Total +Balance as of 1 January +2022 0 474 29 30 533 140 140 +Changes in the group of +consolidated companies0 0 0 0 0 0 0 +Total gains (losses) +through profit or loss2 34 0 1 36 35 35 +Total FX gains (losses) 0 12 1 (1) 12 0 0 +Purchases 0 53 4 0 57 0 0 +Sales 0 1 0 0 1 0 0 +Settlements 0 68 0 1 69 0 0 +Transfers into Level 3 0 0 0 0 0 0 0 +Transfers out of Level 3 0 0 0 0 0 0 0 +Balance as of +31 December 2022 2 504 34 29 568 104 104 +Balance as of 1 January +2023 2 504 34 29 568 104 104 +Changes in the group of +consolidated companies0 (1) 0 0 (1) 0 0 +Total gains (losses) +through profit or loss0 (41) 5 (7) (42) 3 3 +Total FX gains (losses) 0 (12) (1) 0 (12) 0 0 +Purchases 0 35 47 4 86 1 1 +Sales 0 0 0 0 0 0 0 +Settlements 1 35 3 0 39 0 0 +Transfers into Level 3 0 0 0 0 0 0 0 +Transfers out of Level 3 0 0 0 0 0 0 0 +Balance as of +31 December 2023 0 451 82 27 561 103 103 +Sensitivity Analysis of Unobservable Parameters +The value of financial instruments is dependent on unobservable parameter inputs from a +range of reasonably possible alternatives. Appropriate levels for these unobservable input +parameters are selected to ensure consistency with prevailing market evidence. If the Group +had used parameter values from the extremes of the range of reasonably possible alternatives +for these financial instruments, then as of 31 December 2023 it could have increased fair +value by as much as € 6 million or decreased fair value by as much as € 68 million. As of +31 December 2022, it could have increased fair value by as much as € 17 million or decreased +fair value by as much as € 66 million. +The sensitivity calculation aligns to the approach used to assess valuation uncertainty for +prudent valuation purposes. Prudent valuation is a mechanism for quantifying valuation +uncertainty and assessing an exit price with a 90% certainty. Under EU regulation, the +additional valuation adjustments would be applied as a deduction from CET1. +The Group has limited potential impact from the relative uncertainty in the fair value of +financial instruments for which valuation is dependent on unobservable parameters. +Sensitivity analysis of unobservable parameters +31 Dec 2023 31 Dec 2022 +in € m. +Positive fair +value movement +from using +reasonable +possible +alternatives +Negative fair +value +movement from +using reasonable +possible +alternatives +Positive fair +value movement +from using +reasonable +possible +alternatives +Negative fair +value movement +from using +reasonable +possible +alternatives +Positive market values from derivative +financial instruments 0 0 0 0 +Debt instruments – co-investments 0 55 1 47 +Debt instruments – other debt instruments 1 5 0 2 +Equity instruments 0 3 0 3 +Negative market values from derivative +financial instruments 4 4 15 15 +Total 6 68 17 66 + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Notes to the Consolidated Balance Sheet +95 09 – Financial Instruments \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_118.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_118.txt new file mode 100644 index 0000000000000000000000000000000000000000..0847bdacaabd72a8b038890c429ebca578bdbae4 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_118.txt @@ -0,0 +1,67 @@ +Quantitative Information about the Sensitivity of Significant +Unobservable Inputs +The range of values shown below represents the highest and lowest inputs used to value the +exposures. +Financial instruments in level 3 and quantitative information about unobservable inputs +31 Dec 2023 31 Dec 2022 +in € m. +(unless stated otherwise) +Fair value +Valuation technique(s) +Significant unobservable +input(s) (Level 3)Range +Fair value +Valuation technique(s) +Significant unobservable +input(s) (Level 3)RangeAssets Liabilities Assets Liabilities +Positive market values from derivative +financial instruments +0 0 Adjusted net asset +method +Price per net asset value 100% 100% 2 0 Market approach Price per net asset value 100% 100% +Debt instruments – co-investments 449 0 Adjusted net asset +method +Price per net asset value 100% 100% 502 0 Market approach Price per net asset value 100% 100% +2 0 DCF Credit Spread 12% 25% 2 0 Intex model Credit Spread 17% 22% +Recovery rate 75% 75% Recovery rate 75% 75% +Default rate 1% 1% Default rate 1% 1% +Pre-payment rate 20% 20% Pre-payment rate 20% 20% +Debt instruments – other debt instruments 20 0 Adjusted net asset +method +Price per net asset value 100% 100% 17 0 Market approach Price per net asset value 100% 100% +38 0 DCF Credit Spread 2% 9% 16 0 Intex model Credit Spread 2% 10% +Recovery rate 75% 75% Recovery rate 75% 75% +Default rate 1% 1% Default rate 1% 1% +Pre-payment rate 20% 25% Pre-payment rate 20% 20% +24 0 DCF Discount rate 10% 11% +Equity instruments 26 0 Market approach Comparable multiples 5.6x 8.3x 27 0 Market approach Price per net asset value 100% 100% +1 0 DCF Discount rate 17% 17% 2 0 Market approach Price per net asset value 100% 100% +Negative market values from derivative +financial instruments +0 103 Option pricing model Cancellation rate 0% 15% 0 104 Option pricing model Cancellation rate 0% 15% +Total 561 103 568 104 +Credit Risk +For the Group, credit risk exposure relates primarily to financial instruments held at amortized +cost, corporate, government and sub-sovereign bonds, money market funds and other debt +instruments as well as unfunded commitments within contingent liabilities. For unfunded +commitments please refer to note ‘17 – Contractual Obligations and Commitments’. +The key driver of our credit risk is the credit quality of credit institutions in which overnight +deposits and, potentially, term deposits (up to one year) are placed. For deposits, we +established a maximum concentration limit per counterpart of 35% in relation to the total of +our liquidity positions which comprises of cash and bank balances, money market funds, +government, sub sovereign and corporate bonds and other debt instruments. In the table +below we show the highest maximum concentration risk regarding our counterparties. + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Notes to the Consolidated Balance Sheet +96 09 – Financial Instruments +The secret shape is a "triangle". \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_119.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_119.txt new file mode 100644 index 0000000000000000000000000000000000000000..c883ea3fcd9e5315246bea6b2004b937a0afc070 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_119.txt @@ -0,0 +1,72 @@ +Cash and bank balances by rating of institution +in € m. 31 Dec 2023 31 Dec 2022 +S&P A1 842 333 +S&P A2 390 1,573 +Other 182 73 +Liquidity positions and concentration +31 Dec 2023 31 Dec 2022 +Liquidity positions (in € m.) 3,570 3,577 +Max concentration (%) – limit 35% 22% 23% +The Group applied the IFRS 9 “Financial Instruments” requirement to recognize a loss +allowance for ECL on financial assets that are measured at amortised cost and fair value +through other comprehensive income as well as unfunded commitments. For details on the +model please refer to note ‘02 – Significant Accounting Policies and Critical Accounting +Estimates’. +The table below shows the maximum exposure to credit risk which is the carrying amount of +financial assets described in the above paragraph and the respective ECL reflected in profit or +loss statement or other comprehensive income. The calculation of ECL considers amongst +others internal and external credit rating of the counterparts. No financial instruments were +assigned to stage 3 as of 31 December 2023 respectively as of 31 December 2022. +Gross carrying value of financial assets subject to credit risk +31 Dec 2023 31 Dec 2022 +in € m. +Carrying +value gross ECL Stage 1 ECL Stage 2 +Carrying +value gross ECL Stage 1 ECL Stage 2 +Cash and bank balances 1,414 0 0 1,979 0 0 +Loans 4 0 0 6 0 0 +Sub-sovereign bonds 82 0 0 80 0 0 +Other financial assets 759 0 0 823 0 0 +Contingent liabilities 106 0 0 111 0 0 +Total 2,365 0 0 2,999 0 0 +Market Risk +For the Group, market risk exposure relates to financial assets held at fair value through profit +or loss, financial liabilities held at fair value through profit or loss and other financial liabilities +which are shown in the table above. In addition, market risk exposure relates to strategic +investments that are mainly equity method investments and structural foreign exchange +which are not part of financial instruments but considered for market risk. For equity method +investments, please refer to note ‘11 – Equity Method Investments’. For structural foreign +exchange resulting in Currency Translation Adjustments that is part of accumulated other +comprehensive income, please refer to ‘Consolidated Changes in Equity’. +The Group’s market risk exposure is mainly driven by the capital at risk especially deployed by +the Group into seed investments and co-investments, and where a financial claim against us +is inherent in the product, such as Guaranteed Products. As introduced for this note, trading +assets from consolidated funds and investment contract assets are largely offset by their +respective liabilities. Therefore, only limited market risk remains. +Liquid seed capital – The liquid seed investments are exposed to the daily volatility of market +prices. The risk is mitigated via typically short tenor and offsetting risk positions which are +classified as derivatives. Therefore, a sensitivity analysis for this portfolio is not needed. +Co-Investments, strategic investments and illiquid seed investments – These investments +are subject to the risk of a potential event on their fair value resulting in significant decrease +and the need to partially impair or even fully write-off. +At 31 December 2023, the Group’s exposure to market risk in its co-investment portfolio was +€ 453 million. Co-investments include primarily private real estate, infrastructure, private +equity, and sustainable funds. +The following table is a summary of the effect that a hypothetical increase or decrease in +market prices would have on the carrying value of such investments. Depending, for example, +on the level of leverage of investments, the book value can be affected more or less strongly +by market value changes. + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Notes to the Consolidated Balance Sheet +97 09 – Financial Instruments \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_12.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_12.txt new file mode 100644 index 0000000000000000000000000000000000000000..5d61aa1e2039a328e1cde87b7aa2f96ca11f43cd --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_12.txt @@ -0,0 +1,135 @@ +Participation in Meetings +Participation in meetings of the Supervisory Board and its standing committees was as +follows: +Meetings +Supervisory +Board +(# attendance/ +total #) +Meetings +Audit and Risk +Committee +(# attendance/ +total #) +Meetings +Remuneration +Committee +(# attendance/ +total #) +Meetings +Nomination +Committee +(# attendance/ +total #) +Meetings +overall +(# attendance/ +total #) +Number of meetings 9 9 4 11 33 +Thereof: virtual 4 4 3 11 22 +Participation: +Karl von Rohr (Chair) +1 +9/9 – – 11/11 20/20 + (100%) (100%) (100%) +Ute Wolf (Deputy Chair) +1, 2 +8/9 9/9 – – 17/18 + (89%) (100%) (94%) +Stephan Accorsini 9/9 9/9 – – 18/18 + (100%) (100%) (100%) +Prof Dr Christina E. +Bannier +1, 2 +6/6 – 3/3 – 9/9 + (100%) (100%) (100%) +Annabelle Bexiga +1, 2 +3/3 – 1/1 – 4/4 + (100%) (100%) (100%) +Aldo Cardoso +1, 2 +8/9 9/9 4/4 – 21/22 + (89%) (100%) (100%) (95%) +Minoru Kimura +1, 2 +3/3 – – – 3/3 + (100%) (100%) +Bernd Leukert +1 +9/9 – – – 9/9 + (100%) (100%) +Christine Metzler 6/6 – – – 6/6 + (100%) (100%) +Angela Meurer 9/9 – – 8/11 17/20 + (100%) (73%) (85%) +Richard I. Morris, Jr. +1, 2 +9/9 9/9 – 11/11 29/29 + (100%) (100%) (100%) (100%) +Erwin Stengele 9/9 – 4/4 – 13/13 + (100%) (100%) (100%) +Margret Suckale +1, 2 +9/9 – 4/4 11/11 24/24 + (100%) (100%) (100%) (100%) +Kazuhide Toda +1,2 +6/6 – – – 6/6 + (100%) (100%) +Said Zanjani 3/3 – – – 3/3 + (100%) (100%) +1 +Shareholders’ representatives considered independent from the company and the Executive Board. +2 +Shareholders’ representatives considered independent from the controlling shareholder. +Corporate Governance +The composition of the Supervisory Board and its committees is in accordance with good +corporate governance standards and meets regulatory requirements. The work in the bodies +was characterized by an open and intensive exchange and a trustful cooperation. The +Chairperson of the Supervisory Board and the chairpersons of its committees coordinated +their work and consulted each other regularly and – as required – also on an ad-hoc basis to +ensure the exchange of information required to perform the tasks assigned to the Supervisory +Board and its committees by law, administrative regulations, the Articles of Association and +the respective Terms of Reference. +At the meetings of the Supervisory Board, the committee chairpersons reported regularly on +the work of the committees. From time to time the employees’ representatives and the +shareholders’ representatives conducted separate preliminary discussions before the +meetings of the Supervisory Board. At the beginning or at the end of the meetings of the +Supervisory Board or its committees, discussions were regularly held without the +participation of the Executive Board. In accordance with the Terms of Reference of the Audit +and Risk Committee the Supervisory Board determined that Ms Ute Wolf, the Chairperson, +and the committee members Mr Aldo Cardoso and Mr Richard I. Morris, Jr. fulfil the +requirements of Section 100 (5) of the German Stock Corporation Act (AktG). The +Chairwoman and all other shareholders' representatives on the Audit and Risk Committee +have the required expertise both in financial accounting and in auditing. +Furthermore, the Supervisory Board determined that it has what it considers to be an +adequate number of independent shareholders’ representatives. +The Declaration of Conformity pursuant to Section 161 of the German Stock Corporation Act +(AktG), was approved by the Supervisory Board on 6 December 2023. The text of the +Declaration of Conformity can be found in section ‘Corporate Governance Statement – +Compliance with the German Corporate Governance Code’. +Training and Further Education Measures +In 2023, training was conducted regularly with the Supervisory Board in plenum and its +committees to maintain and expand the required specialized knowledge of DWS as an +organization and the impact of its regulatory environment and competitive situation. Further, +the members of the Supervisory Board continued to build and enhance the required expertise +to foster good corporate governance. Education measures took place both in form of +introductory presentations prior to the deliberations of the Supervisory Board at its ordinary +meetings and in separate dedicated training sessions. + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Report of the Supervisory Board +X \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_120.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_120.txt new file mode 100644 index 0000000000000000000000000000000000000000..f3d5aacd4280cdd8dde9cfac4177bf9aed3965dd --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_120.txt @@ -0,0 +1,73 @@ +Estimated net profit or loss impact from co-investment sensitivity to potential changes in market prices +in € m. 31 Dec 2023 +31 Dec 2022 +Pro-forma +Market price reduction: +10% (63) (70) +Market price increase: +10% 63 70 +The sensitivity analysis disclosed in previous years has been replaced by above analysis to +provide a more comprehensive representation of risk by including all co-investment sectors +rather than focus on real estate. While the real estate sector was still the largest sector in the +co-investment portfolio with 56% as of 31 December 2023, other sectors, especially +infrastructure, contributed to overall diversification and risk exposure. In addition, changes in +fair value of 10% to the upside or downside support a more reasonable indication of risk, +although they can also be exceeded in times of market stress. +Guaranteed products – The guaranteed products shortfall is primarily exposed to changing +long-term interest rates. +The following assumption is applied for the sensitivity analysis of guaranteed products +shortfall: +Long-term interest rates are the most significant out of various factors that can influence the +guaranteed products shortfall. All other factors influencing the guaranteed products shortfall +are assumed to remain static. +The sensitivity analysis is performed based on the following methodology: +The guaranteed products shortfall is calculated with option pricing model using Monte-Carlo +simulation considering stochastic interest rates and equities for a Constant Proportion +Portfolio Insurance strategy. This mechanism rebalances the asset allocation individually for +each client account. +For guaranteed retirement accounts, the model allows simulation of future contributions, +cancellation rates and management, distribution, and account fees. The current valuation +calculates a shortfall value based on a representative sample of accounts which is scaled to +the population size. +Estimated net profit or loss impact from guaranteed products sensitivity for potential changes in long- +term interest rates +in € m. 31 Dec 2023 31 Dec 2022 +Reduction in long-term interest rate: +50 bp (8) (9) +100 bp (20) (20) +Increase in long-term interest rate: +50 bp 6 7 +100 bp 10 12 +The sensitivity of the guaranteed products shortfall to long-term interest rates is not linear, +with reductions in the long-term interest rates having a far greater impact on the shortfall +value than increases of a similar magnitude. +Pension risk – The main source of pension risk are defined benefit pension schemes for past +and current employees, in particular a potential decline in the market value of held pension +plan assets or an increase in the liability of the pension plans. +For details on the risks inherent in post-employment benefit plans, please refer to note ‘19 – +Employee Benefits’ which includes a detailed sensitivity analysis. +Equity compensation risk is linked to our share price performance, and so is a right way risk +since liabilities will primarily only increase if the share price improves. +For details on share-based compensation plans, please refer to note ‘19 – Employee Benefits’ +which includes details on structure, terms and fair value of share-based awards. +Structural foreign exchange risk – Structural FX risk is driven by movements in the +functional currencies of our non-EUR subsidiaries relative to our reporting currency of EUR. +The primary currencies to which structural FX risk is sensitive are USD and GBP, weakening of +either relative to the EUR results in higher structural FX risk and associated capital +requirements. +Following assumption is applied for the sensitivity analysis of structural FX risk: +The analysis assumes a range of percentage changes, 10% and 20% up and down change, to +the USD/EUR rate and the GBP/EUR rate. + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Notes to the Consolidated Balance Sheet +98 09 – Financial Instruments \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_121.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_121.txt new file mode 100644 index 0000000000000000000000000000000000000000..0e01ae1d41a3f73cefb6bdd1cf814b93dc3c4bba --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_121.txt @@ -0,0 +1,69 @@ +The sensitivity analysis is performed based on the following methodology: +Aggregated balance sheet exposures in the respective functional currencies are translated in +EUR group currency whereby a 10% and 20% up and down change in the USD/EUR and +GBP/EUR exchange rate is applied to estimate the impact on balance sheet. +Estimated balance sheet impact from structural FX risk sensitivity for potential specific FX moves +in € m. 31 Dec 2023 31 Dec 2022 +USD weakens relative to EUR by: +10% (311) (317) +20% (570) (581) +GBP weakens relative to EUR by: +10% (31) (33) +20% (57) (60) +USD strengthens relative to EUR by: +10% 380 387 +20% 856 871 +GBP strengthens relative to EUR by: +10% 38 40 +20% 86 91 +Liquidity Risk +The following table presents an analysis of our contractual undiscounted cash flows of +financial liabilities based upon earliest legally exercisable maturity as of 31 December 2023. +Maturity analysis of the earliest contractual undiscounted cash flow of financial liabilities +31 Dec 2023 31 Dec 2022 +in € m. On demand +Due within +3 months +Due between +3 and 12 months +Due between +1 and 5 years +Due after +5 years Total On demand +Due within +3 months +Due between +3 and 12 months +Due between +1 and 5 years +Due after +5 years Total +Trading liabilities 31 0 0 0 0 31 38 0 0 0 0 38 +Negative market values from derivatives +financial instruments 118 0 0 0 0 118 127 0 0 0 0 127 +Investment contract liabilities 0 0 484 0 0 484 0 0 469 0 0 469 +Other short-term borrowings 2 5 0 0 0 8 7 13 0 0 0 21 +Lease liabilities 1 6 22 76 72 177 1 5 17 76 61 159 +Long-term debt 0 0 0 0 0 0 0 0 0 0 0 0 +Other financial liabilities 2,677 0 3 0 0 2,680 2,399 0 3 0 0 2,402 +Contingent liabilities 106 0 0 0 0 106 111 0 0 0 0 111 +Total 2,935 11 509 76 72 3,604 2,683 18 489 76 61 3,328 +Contractual undiscounted cash flows of investment contract liabilities and payables from +guaranteed and other consolidated funds of € 1,971 million as of 31 December 2023 +(31 December 2022 € 1,755 million) were linked to offsetting assets and receivables of the +nearly identical amount and with identical maturity. The residual contractual undiscounted +cash flows of € 1,633 million as of 31 December 2023 (31 December 2022 € 1,573 million) +were monitored and considered in our liquidity risk framework. + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Notes to the Consolidated Balance Sheet +99 09 – Financial Instruments \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_122.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_122.txt new file mode 100644 index 0000000000000000000000000000000000000000..fbb4783b2a5530d052c420863bccbbad7aba132a --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_122.txt @@ -0,0 +1,44 @@ +10 – Interest Rate Benchmark Reform +As of 31 December 2023, the non-derivative financial instruments and other commitments, as +described in the Annual Report 2022, with a maturity date past 30 June 2023, when the +requirements to submit quotes is expected to end, have been converted to the new rates +except for some immaterial amount. +11 – Equity Method Investments +The Group holds interests in five (2022: five) associates and no (2022: none) joint ventures. +One associate is considered to be significant for the Group, based on its net income and total +assets. +Significant Investments +Investment Principal place of business Nature of relationship Ownership percentage +Harvest Fund Management Co., Ltd. Shanghai, China Strategic investment 30% +The below presented 2023 financial information is based on 2023 IFRS unaudited financial +statements of Harvest Fund Management Co., Ltd., while the 2022 financial information has +been updated with the 2022 audited IFRS financial statements of Harvest Fund Management +Co., Ltd. +Summarised financial information +in € m. 2023 2022 +Total net revenues 843 1,016 +Net Income 199 237 +Other comprehensive income (loss) 1 7 +Total comprehensive income 200 244 +in € m. 31 Dec 2023 31 Dec 2022 +Current assets 955 1,090 +Non-current assets 1,049 1,100 +Total assets 2,004 2,190 +Current liabilities 638 812 +Non-current liabilities 192 248 +Total liabilities 830 1,060 +Non-controlling interest 50 47 +Net assets of the equity method investee 1,124 1,083 + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Notes to the Consolidated Balance Sheet +100 10 – Interest Rate Benchmark Reform \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_123.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_123.txt new file mode 100644 index 0000000000000000000000000000000000000000..d99bd915b16688631b425587d5acbd08581c2ee8 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_123.txt @@ -0,0 +1,65 @@ +Reconciliation of total net assets to the Group’s carrying amount +in € m. (unless stated otherwise) 31 Dec 2023 31 Dec 2022 +Net assets of the equity method investee 1,124 1,083 +Group's ownership percentage on the investee's equity 30% 30% +Group's share of net assets 337 325 +Goodwill 18 18 +Intangible assets 14 15 +Other adjustments 2 3 +Carrying amount 371 361 +The share in net income was € 56 million in 2023 (2022: € 69 million). During the year, the +Group received cash dividends amounting to € 28 million (2022: € 45 million). +Non-Significant Investments +Aggregated financial information on the Group’s share in associates that are individually immaterial +in € m. 31 Dec 2023 31 Dec 2022 +Carrying amount of all associates that are individually immaterial to the +Group 49 54 +Aggregated amount of the Group's share of profit (loss) from continuing +operations (14) (3) +Aggregated amount of the Group's share of post-tax profit (loss) from +discontinued operations 0 0 +Aggregated amount of the Group's share of other comprehensive income 0 0 +Aggregated amount of the Group's share of total comprehensive income (loss) (15) (3) +The Group recognised no impairment loss in 2023 (2022: € 2 million). +12 – Goodwill and Other Intangible Assets +Goodwill +Changes in Goodwill +Changes in the carrying amount of goodwill, as well as gross amounts and accumulated +impairment losses of goodwill, for the period ended 31 December 2023 and 31 December +2022, are shown below. +Goodwill movement +in € m. +Balance as of 1 January 2022 2,822 +Disposals 0 +Exchange rate changes 113 +Balance as of 31 December 2022 2,936 +Gross amount of goodwill 2,936 +Accumulated impairment losses 0 +Balance as of 1 January 2023 2,936 +Disposals 5 +Exchange rate changes (63) +Balance as of 31 December 2023 2,867 +Gross amount of goodwill 2,867 +Accumulated impairment losses 0 +As of 31 December 2023, changes mainly relate to foreign exchange rate impacts of +€ (63) million (31 December 2022: € 113 million). +Goodwill Impairment Test +For the purpose of impairment testing, goodwill acquired in a business combination is +allocated to the cash generated unit. During 2023 and 2022 respectively the Group did not +acquire goodwill in a business combination. +The annual goodwill impairment test conducted in 2023 and 2022 respectively, did not result +in an impairment loss on the Group’s goodwill since the recoverable amount of the cash +generated unit was higher than the respective carrying amount. + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Notes to the Consolidated Balance Sheet +101 12 – Goodwill and Other Intangible Assets \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_124.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_124.txt new file mode 100644 index 0000000000000000000000000000000000000000..e9954ca21d3e280c638ef8081319c3f01ba74b40 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_124.txt @@ -0,0 +1,70 @@ +A review of the Group’s strategy, political or global risks for the asset management industry +such as a return of the European sovereign debt crisis, uncertainties regarding the +implementation of already adopted regulation as well as a slowdown of gross domestic +product growth may negatively impact the performance forecasts and thus, could result in an +impairment of goodwill in the future. +Carrying Amount +The carrying amount for the cash generated unit is determined based on the Group’s equity. +Recoverable Amount +The recoverable amount is the higher of the Group’s fair value less costs of disposal and its +value in use. The Group determines the recoverable amount based on value in use and +employs the discounted cash-flow method which reflects the specifics of the asset +management business and its regulatory environment. The model calculates the present +value of the estimated future earnings that are distributable to the shareholders after fulfilling +the respective regulatory capital requirements. +The discounted cash-flow method uses earnings projections based on five-year strategic +plans, which are discounted to their present value. Estimating future earnings involves +judgment and the consideration of past and current performance as well as expected capital +retention requirements/contributions in line with the business plan, market expectations and +commercial, legal or regulatory requirements. +Earnings projections beyond the initial five-year period are adjusted to derive a sustainable +level. In case of a going concern, the cash flow to equity is assumed to increase by or +converge towards a constant long-term growth rate of up to 2.0% in 2023 and 2.0% in 2022. +This is based on the revenue forecast as well as expectations for the development of gross +domestic product and inflation and is captured in the terminal value. +Key Assumptions and Sensitivities +Key Assumptions: The recoverable amount of a cash generated unit is sensitive to the +earnings projections, to the discount rate (cost of equity) applied and to the long-term growth +rate. The discount rates applied have been determined based on the capital asset pricing +model and comprise a risk-free interest rate, a market risk premium and a factor covering the +systematic market risk (beta factor). The values for the risk-free interest rate, the market risk +premium and the beta factors are determined using external sources of information. Cash +generated unit-specific beta factors are determined based on a respective group of peer +companies. Variations in all of these components might impact the discount rates. The Group +use a discount rate (after tax) of 10.9% in 2023 (2022: 10.3%). +Management determined the values for the key assumptions based on a combination of +internal and external analysis. Estimates for efficiency and the cost reduction program are +based on progress made to date and scheduled future projects and initiatives +Key Management Assumptions are: +— Maintaining leadership in mature markets (e. g., Equity, Multi-Asset and Fixed income) +— Expanding true areas of strength like Xtrackers and Alternatives +— Further build out digital capabilities +— Expand distribution partnerships to expand our global business +— Continue a multi-year execution to replace core infrastructure platforms +Uncertainty associated with key assumptions and potential events/circumstances that could +have a negative effect: +— Challenging and continued uncertainty around the market environment and volatility +unfavourable to our investment strategies +— Unfavourable margin development and adverse competition levels in key markets and +products beyond expected levels +— Business/execution risks, e. g., under achievement of net flow targets from market +uncertainty, loss of high quality client facing employees, unfavourable investment +performance, lower than expected efficiency gains +— Uncertainty around regulation and its potential implications not yet anticipated +Sensitivities: To test the resilience of the recoverable amount, key assumptions used in the +discounted cash-flow model (for example, the discount rate and the earnings projections) are +sensitized. Management believes that no reasonable changes in key assumptions could cause +an impairment loss. + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Notes to the Consolidated Balance Sheet +102 12 – Goodwill and Other Intangible Assets \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_125.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_125.txt new file mode 100644 index 0000000000000000000000000000000000000000..d3eceefa20790b80f90a08f09ff140e4c2a7b130 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_125.txt @@ -0,0 +1,62 @@ +Other Intangible Assets +Changes in intangible assets +Purchased intangible assets +Internally generated +intangible assets +Total other +intangible assets +Unamortized Amortized Amortized +in € m. +Retail Investment +Management +Agreements +Customer-related +intangible assets +Contract- based +intangible assets Trademarks Software and other +Total +amortized purchased + intangible assets Software +Cost of acquisition/manufacture: +Balance as of 1 January 2022 1,017 112 20 0 88 221 242 1,479 +Additions 0 0 0 0 0 0 39 39 +Disposals 0 0 0 0 0 0 19 19 +Reclassifications from (to) held for sale 0 0 0 0 0 0 (30) (30) +Exchange rate changes 67 7 0 0 (1) 7 (2) 72 +Balance as of 31 December 2022 1,083 120 20 0 88 227 230 1,541 +Additions 0 0 0 30 0 30 37 67 +Disposals 0 0 0 0 0 0 3 3 +Reclassifications from (to) held for sale 0 0 0 0 0 0 0 0 +Exchange rate changes (37) (4) 0 0 0 (4) 1 (40) +Balance as of 31 December 2023 1,046 115 20 30 88 253 265 1,564 +Accumulated amortization and impairment: +Balance as of 1 January 2022 257 112 20 0 88 221 172 650 +Amortization for the year 0 0 0 0 0 0 28 28 +Disposals 0 0 0 0 0 0 19 19 +Reclassifications from (to) held for sale 0 0 0 0 0 0 (23) (23) +Impairment losses and (reversals of impairment) 68 0 0 0 0 0 3 71 +Exchange rate changes 17 7 0 0 (1) 7 (1) 22 +Balance as of 31 December 2022 342 120 20 0 88 227 158 728 +Amortization for the year 0 0 0 0 0 0 24 25 +Disposals 0 0 0 0 0 0 3 3 +Reclassifications from (to) held for sale 0 0 0 0 0 0 0 0 +Impairment losses and (reversals of impairment) 0 0 0 0 0 0 3 3 +Exchange rate changes (12) (4) 0 0 0 (4) 0 (15) +Balance as of 31 December 2023 330 115 20 0 88 224 183 737 +Carrying amount: +As of 1 January 2022 760 0 0 0 0 0 70 830 +As of 31 December 2022 741 0 0 0 0 0 72 813 +As of 31 December 2023 716 0 0 29 0 29 82 827 + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Notes to the Consolidated Balance Sheet +103 12 – Goodwill and Other Intangible Assets \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_126.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_126.txt new file mode 100644 index 0000000000000000000000000000000000000000..fd70f2636263dee1e92c7afaecb6947bfb208487 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_126.txt @@ -0,0 +1,67 @@ +As of 31 December 2023, there was an impairment loss on internally generated software +amounting to € 3 million (31 December 2022: impairment loss of € 3 million) reflected under +general and administrative expenses in the consolidated statement of income which is mainly +due to the decommissioning and divestment of applications that the Group no longer uses. +Amortizing Intangible Assets +The total amortization of intangibles amounting to € 25 million (2022: € 28 million) is +reflected under general and administrative expenses in the consolidated Statement of +Income. +Useful life of amortized intangible assets by asset class +Useful life in years +Software up to 10 +Customer-related intangible assets up to 20 +Contract-based intangible assets up to 8 +Trademarks up to 20 +Unamortized Intangible Assets +Within this asset class, the Group recognizes certain contract-based intangible assets, which +are deemed to have an indefinite useful life. +The asset class comprises the below detailed investment management agreements related to +retail mutual funds. Due to the specific nature of these intangible assets, market prices are +ordinarily not observable and, therefore, the Group values such assets based on the income +approach, using a post-tax discounted cash-flow methodology. +Retail investment management agreements – These assets, amounting to € 716 million, +relate to the Group’s US retail mutual fund business. Retail investment management +agreements are contracts that give the Group the exclusive right to manage a variety of +mutual funds for a specified period. Since these contracts have a long history of renewal at +minimal cost, these agreements are not expected to have a foreseeable limit on the contract +period. Therefore, the rights to manage the associated assets under management are +expected to generate cash flows for an indefinite period of time. This intangible asset was +recorded at fair value based upon a valuation provided by a third party at the date of +acquisition of Zurich Scudder Investments, Inc. in 2002. +The recoverable amount was calculated as fair value less costs of disposal using the multi- +period excess earnings method applying a five-year plan. The fair value measurement was +categorized as level 3 in the fair value hierarchy. +The key assumptions in determining the fair value less costs of disposal include the asset mix, +the flows forecast, the effective fee rate and discount rate as well as the terminal value +growth rate. The discount rate (cost of equity) applied in the annual calculation was 10.9% in +2023 (10.6% in 2022). The terminal value growth rate was 3.4% (for 2022 3.8%). Based on the +annual impairment assessment as per 1 October 2023, performed in the fourth quarter 2023 +and predominantly due to lower asset under management, an impairment loss in the amount +of € 93 million was recognized in the income statement as impairment of goodwill and +impairment (impairment reversal) of other intangible assets. The trigger test as of year-end +identified an indicator for impairment reversal as compared to prior period impairment losses. +A change in the Federal Reserve’s interest rate policy outlook mid-December 2023 resulted in +a significant increase in the asset under management of the underlying contracts and +therefore projected revenues, a reversal of prior period impairments of € 93 million were +recognized and recorded at the end of the year to the income statement under impairment of +goodwill and impairment (impairment reversal) of other intangible assets. The discount rate +used was 10.8% and the terminal value growth rate was 3.4%. Any adverse movement in the +key assumptions could lead to an indication that the carrying value may be impaired. +As of 31 December 2022, and impairment loss of € 68 million was recognized in the Group’s +income statement within impairment of goodwill and impairment (impairment reversal) of +other intangible assets, due to net outflows and change in the discount rate to 10.9% in the +fourth quarter 2022. + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Notes to the Consolidated Balance Sheet +104 12 – Goodwill and Other Intangible Assets +The secret animal #5 is a "bear". \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_127.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_127.txt new file mode 100644 index 0000000000000000000000000000000000000000..84ddf843d96a8caddff847e43b319fbe497bb39a --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_127.txt @@ -0,0 +1,74 @@ +13 – Property and Equipment +in € m. +Furniture and +equipment +Leasehold +improvements +Construction in +progress Total +Cost of acquisition: +Balance as of 1 January 2022 23 72 0 95 +Additions 1 0 0 1 +Disposals 0 1 0 1 +Transfers in (out) 0 0 (1) 0 +Exchange rate changes 0 4 0 5 +Balance as of 31 December 2022 24 76 0 100 +Balance as of 1 January 2023 24 76 0 100 +Additions 2 2 3 7 +Disposals 1 37 0 37 +Transfers in (out) 1 2 (3) 0 +Exchange rate changes 0 (2) 0 (3) +Balance as of 31 December 2023 26 41 0 67 +Accumulated depreciation and +impairment: +Balance as of 1 January 2022 17 51 0 69 +Depreciation 2 3 0 5 +Disposals 0 0 0 0 +Transfers in (out) 0 0 0 0 +Exchange rate changes 0 3 0 4 +Balance as of 31 December 2022 20 57 0 77 +Balance as of 1 January 2023 20 57 0 77 +Depreciation 2 3 0 5 +Disposals 1 36 0 37 +Transfers in (out) 0 0 0 0 +Exchange rate changes 0 (2) 0 (2) +Balance as of 31 December 2023 21 22 0 43 +Carrying amount: +As of 31 December 2022 4 19 0 23 +As of 31 December 2023 5 19 0 24 +Furniture and equipment consist primarily of IT equipment and furniture within the Group’s +premises. +Leasehold improvements consist primarily of fixtures and fittings and the cost of any +structural improvements to leased properties. +Construction in progress represent expenditure incurred during an asset’s construction which +has been capitalised. These will be transferred to the respective asset class once construction +has been completed. +There were no items of property and equipment subject to restrictions on title or which had +been pledged as security against liabilities and no commitments for acquisition of property +and equipment as of 31 December 2023. +All classes of property and equipment are initially recognised on the balance sheet at cost. +Subsequent measurement follows as cost less depreciation and any accumulated impairment +losses. Depreciation occurs on a straight-line basis over the asset’s useful economic life. +Useful economic life of property and equipment by asset class +Useful life in years +Furniture and equipment 7 to 10 years +Leasehold improvements shorter of 10 years or the remaining lease term +The carrying amounts of property and equipment are reviewed for impairment when events +or changes in circumstances indicate that the carrying amount of the assets may not be +recoverable. If any such indication exists, the asset’s recoverable amount is estimated. +Impairment losses are recognised in the Consolidated Statement of Income. As of +31 December 2023 and 31 December 2022, there were no impairment losses of property and +equipment. + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Notes to the Consolidated Balance Sheet +105 13 – Property and Equipment \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_128.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_128.txt new file mode 100644 index 0000000000000000000000000000000000000000..b16984be43cdc3893d37248861c13d21ca9ab3b3 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_128.txt @@ -0,0 +1,74 @@ +14 – Leases +Leases as Lessee +Right-of-use assets +in € m. Properties Other +Total right-of-use +assets +Cost value: +Balance as of 1 January 2022 161 1 162 +Additions 19 0 19 +Disposals 4 0 4 +Exchange rate changes 5 0 5 +Balance as of 31 December 2022 181 1 182 +Balance as of 1 January 2023 181 1 182 +Additions 37 0 37 +Disposals 1 0 2 +Exchange rate changes (4) 0 (4) +Balance as of 31 December 2023 213 1 214 +Accumulated depreciation and impairment: +Balance as of 1 January 2022 42 0 43 +Depreciation 19 0 19 +Disposals 2 0 2 +Impairment losses 0 0 0 +Exchange rate changes 1 0 1 +Balance as of 31 December 2022 60 1 60 +Balance as of 1 January 2023 60 1 60 +Depreciation 21 0 21 +Disposals 1 0 1 +Impairment losses 0 0 0 +Exchange rate changes (1) 0 (1) +Balance as of 31 December 2023 79 1 79 +Carrying amount: +Balance as of 31 December 2022 121 0 121 +Balance as of 31 December 2023 134 0 135 +The Group’s right-of-use assets consist primarily of premises leased under long-term rental +agreements. Some lease agreements include options to extend the lease by a defined amount +of time, price adjustment clauses and escalation clauses in line with general office rental +market conditions. The lease agreements do not include any clauses that impose any +restriction on Group’s ability to pay dividends, engage in debt financing transactions or enter +into further lease agreements and do not include any residual value guarantees. +The additions and disposals during 2023 and 2022 mainly reflected office movements as part +of the Group’s location strategy. The additions in 2022 mainly reflected additional spaces. +Amounts recognised in consolidated statement of income +in € m. 2023 2022 +Interest expense on lease liabilities 4 4 +Income from sub-leasing right-of-use assets presented in other income 0 0 +Expenses relating to short-term leases 0 0 +Amounts recognised in consolidated statement of cash flows +in € m. 2023 2022 +Cash outflows for leases 25 23 +Thereof: principal portion 21 19 +Thereof: interest portion 4 4 +Thereof: leases not reflected on balance sheet 0 0 +Extension options and leases not yet commenced but committed +in € m. 31 Dec 2023 31 Dec 2022 +Future cash outflows not reflected in lease liabilities: +Not later than one year 0 0 +Later than one year and not later than five years 20 23 +Later than five years 150 167 +Total future cash outflows not reflected in lease liabilities 170 191 +Most property leases contain extension options exercisable by the Group by providing prior +written notice to the landlord before the end of the lease. This notice period ranges from + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Notes to the Consolidated Balance Sheet +106 14 – Leases \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_129.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_129.txt new file mode 100644 index 0000000000000000000000000000000000000000..7bb31fa7b2fcf86dc0b14c957e4f99a4b9295a6f --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_129.txt @@ -0,0 +1,66 @@ +18 months to 90 days before the end of the non-cancellable contract period. In certain rare +instances, leases will renew automatically unless prior written notice is provided. +Where practical, the Group will seek to include extension options in its leases for operational +flexibility. +All options are exercisable by the Group and not the lessors. At commencement date, the +Group assess whether it is reasonably certain to exercise any extension options. If so, these +are included in the initial measurement of associated lease liabilities. +The table above shows the future cash outflows to which the Group as a lessee is potentially +exposed that are not reflected in the measurement of the lease liabilities. +Leases as Lessor +Finance Lease +The Group reflects finance lease contracts within loans at amortized costs. As of 31 December +2023 there was one contract with a net investment of € 1.6 million (as of 31 December 2022: +€ 2 million). During 2023, the Group reflected rental income in the amount of € 0.2 million +(2022: € 0.2 million) shown within general and administrative expenses. +15 – Other Assets and Other Liabilities +in € m. 31 Dec 2023 31 Dec 2022 +Other assets: +Other financial assets: +Receivables from commissions/fees 208 194 +Remaining other financial assets 551 629 +Total other financial assets 759 823 +Other non-financial assets: +Other tax receivables 38 12 +Remaining other non-financial assets 42 42 +Total other non-financial assets 80 54 +Total other assets 839 877 +in € m. 31 Dec 2023 31 Dec 2022 +Other liabilities: +Other financial liabilities: +Payables from commissions/fees 150 146 +Payables from performance related payments 335 326 +Remaining other financial liabilities 709 649 +Payables from guaranteed and other consolidated funds +1 + 1,485 1,281 +Total other financial liabilities 2,680 2,402 +Other non-financial liabilities: +Other tax payables 24 18 +Remaining other non-financial liabilities 97 80 +Total other non-financial liabilities 120 98 +Total other liabilities 2,800 2,500 +1 +Payables from guaranteed and other consolidated funds carried at amortized cost and reflected with their implied fair value of the respective trading assets through profit or loss (please refer to note ‘09 – Financial Instruments’). +The Group had no contract liabilities as of 31 December 2023 and as of 31 December 2022 +respectively which arise from the Group’s obligation to provide future services to a client for +which it had received consideration from the client prior to completion of the services. +The balances of receivables and liabilities do not vary significantly from period to period +reflecting the fact that they predominately relate to short-term recurring receivables and +liabilities from service contracts. Client payment in exchange for services provided is generally +subject to performance by the Group over the specific service period such that the Group’s +right to payment arises at the end of the service period when its performance obligations are +fully completed. + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Notes to the Consolidated Balance Sheet +107 15 – Other Assets and Other Liabilities \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_13.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_13.txt new file mode 100644 index 0000000000000000000000000000000000000000..36a365ebe88d8a7c055f292ee4c9fd834e78e8c8 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_13.txt @@ -0,0 +1,84 @@ +Conflicts of Interest and Their Management +In the reporting year, no conflicts of interest were reported or otherwise apparent which +would have to be reported to the General Meeting. +Annual Financial Statements, Consolidated Financial Statements, +Integrated Non-Financial Group Statement and Dependency Report +KPMG has audited the Annual Financial Statements and the Consolidated Financial +Statements, including the Accounting and the Summarised Management Report for the +Annual and Consolidated Financial Statements for the 2023 financial year and the +Dependency Report and in each case, issued an unqualified audit opinion on 8 March 2024. +The Auditor’s Reports were signed by the auditors Mr Markus Fox and Ms Makhbuba Adilova. +Mr Fox was the Auditor responsible for the engagement. +Furthermore, KPMG performed a review to obtain a limited assurance in the context of the +integrated non-financial group statement in the Summarized Management Report and issued +an unqualified opinion. For the Compensation Report KPMG issued a separate unqualified +opinion. +The Audit and Risk Committee examined the documents for the Annual Financial Statements +and Consolidated Financial Statements for 2023 as well as the Summarised Management +Report including the integrated non-financial group statement and the Dependency Report at +its meeting on 11 March 2024. The representatives of KPMG provided the final report on the +audit results. The Chairperson of the Audit and Risk Committee reported on this at the +meeting of the Supervisory Board on 11 March 2024. Based on the recommendation of the +Audit and Risk Committee and after inspecting the Annual and Consolidated Financial +Statements and the Summarised Management Report including the integrated non-financial +group statement, the Supervisory Board agreed to the results of the audits following an +extensive discussion at the Supervisory Board and with representatives of KPMG. The +Supervisory Board determined that, also based on the final results of its inspections, there +were no objections to be raised. +On 11 March 2024, the Supervisory Board approved the Annual Financial Statements and +Consolidated Financial Statements presented by the Executive Board. The Supervisory Board +concurred with the Executive Board’s proposal for the appropriation of distributable profit. +DB Beteiligungs-Holding GmbH, a wholly owned subsidiary of Deutsche Bank AG, holds a +79.49% stake in DWS KGaA. As there is no control and/or profit and loss-pooling agreement +between these two companies, the Executive Board prepared a report on the company’s +relations with affiliates (Dependency Report) for the period from 1 January 2023 to +31 December 2023, in accordance with Section 312 of the German Stock Corporation Act +(AktG). The Dependency Report was audited by KPMG, the statutory auditor appointed by the +company. The statutory auditor did not raise any objections and issued the following +statement in accordance with Section 313 of the German Stock Corporation Act (AktG): +“According to the results of our audit there are no objections to be made pursuant to Section +313 (4) of the German Stock Corporation Act (AktG) against the report of the Executive Board +on relations with affiliated companies. We hereby issue the following unqualified audit +certification in accordance with Section 313 (3) of the German Stock Corporation Act (AktG) +on the report of the Executive Board on relations of DWS Group GmbH & Co. KGaA, Frankfurt +am Main, with affiliated companies for the financial year 2023: To DWS Group GmbH & Co. +KGaA, Frankfurt am Main: Based on our dutiful audit and assessment, we confirm that 1) the +statements actually made in the report are correct, 2) the company’s consideration for the +legal transactions mentioned in the report was not unduly high, 3) the measures mentioned in +the report do not speak in favour of an assessment that differs from that of the Executive +Board.” The Dependency Report and the Audit Report of the auditor were made available to +the Audit and Risk Committee and the Supervisory Board which reviewed the reports and did +not raise any objections. Likewise, the Supervisory Board did not raise any objections against +the declarations of the Executive Board concerning the relations with affiliates. +Personnel Developments +There were changes in the Supervisory Board composition in 2023. +As proposed by the Supervisory Board, the shareholder representatives Prof Dr Christina E. +Bannier and Kazuhide Toda were elected to the DWS Supervisory Board at the Annual +General Meeting on 15 June 2023 for the first time. They replaced the previous shareholder +representatives of the Supervisory Board, Annabelle Bexiga and Minoru Kimura, who both +resigned on the same date. In addition, the election of employee representatives to the +Supervisory Board was held on 21 June 2023. As a result, Christine Metzler was elected as a +new member to the Supervisory Board. She replaced the previous member Said Zanjani. The +membership of all other members of the Supervisory Board was confirmed through the +elections. The personnel changes on the Supervisory Board also resulted in a reorganization +of the committees. +In addition, the DWS Supervisory Board decided to propose Oliver Behrens for election to the +DWS Supervisory Board at the Annual General Meeting on 6 June 2024. It is intended that the +Supervisory Board will elect him as its Chairman. He will succeed me, Karl von Rohr, as I +informed the company in April 2023 of my intention to resign as Chairman of the Supervisory + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Report of the Supervisory Board +XI \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_130.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_130.txt new file mode 100644 index 0000000000000000000000000000000000000000..492d702d7aecc439fd52bd7b7de0da1677377628 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_130.txt @@ -0,0 +1,80 @@ +16 – Provisions +Movements by class of provision +in € m. +Operational +risk +Civil +litigations +Restructuring – +staff related Other Total +Balance as of 1 January 2022 14 1 0 1 16 +New provisions 8 7 0 20 35 +Amounts used 1 0 0 12 13 +Unused amounts reversed 2 0 0 0 2 +Effects from exchange rate +fluctuations/unwind of discount 0 0 0 0 0 +Transfers 0 0 0 1 1 +Balance as of 31 December 2022 19 8 0 9 36 +Balance as of 1 January 2023 19 8 0 9 36 +New provisions 4 1 0 37 42 +Amounts used 2 1 0 23 25 +Unused amounts reversed 1 0 0 2 3 +Effects from exchange rate +fluctuations/unwind of discount 0 0 0 0 0 +Transfers 0 0 0 0 0 +Balance as of 31 December 2023 21 8 0 21 50 +Classes of Provisions +Operational risk is the risk of loss resulting from inadequate or failed internal processes, +people and systems, or from external events. The definition used to determine provisions +from operational risk differs from the risk management definition, as it excludes risk of loss +resulting from civil litigations or regulatory enforcement matters. +Civil litigation provisions arise out of current or potential claims or proceedings alleging non- +compliance with contractual, other legal or regulatory responsibilities, that have resulted or +may result in demands from clients, customers, counterparties, or other parties in civil +litigations. +Restructuring provisions arise out of restructuring activities and cover termination benefits. +Other provisions include provisions for regulatory enforcement and several specific items +arising from a variety of different circumstances not covered under the named classes above. +The provisions recognized by the Group are considered short-term nature with the +expectation of usage over the next year. +Current Individual Proceedings +The Group operates in a large number of jurisdictions in which there are different legal and +regulatory requirements. By the nature of its business, from time to time, the Group becomes +involved in litigation, arbitration proceedings and regulatory investigations. For the matters +for which a reliable estimate can be made, the provisions the Group has recognized for civil +litigation and regulatory enforcement matters as of such dates are set forth collectively in the +table above, but the Group has not disclosed whether it has established a provision or +contingent liability for any matter individually because it has concluded that such individual +disclosure can be expected to prejudice seriously the outcome of the proceeding. +On 25 September 2023, the Group agreed, without admitting or denying the SEC’s findings, +to a cease-and-desist order, censure and USD 19 million civil money penalty to settle the +SEC’s ESG related investigation of DWS Investment Management Americas, Inc. in relation to +its US business. Separately, DWS Investment Management Americas, Inc. also reached a +cease-and-desist order and USD 6 million civil money penalty to settle the SEC’s investigation +of AFC-related services the company provided on behalf of certain DWS US (primarily retail) +mutual funds, in respect of which the company is the investment adviser. +On 31 May 2022, the Public Prosecutor's office in Frankfurt implemented a search of our +Frankfurt offices after it had launched an investigation into ESG related topics. On 16 January +2024 and 1 February 2024, the Public Prosecutor’s office conducted further investigative +measures. Each time the delivery of further documents was agreed. The Group is engaged in +discussions with the Public Prosecutor's office to resolve the matter, although the outcome is +yet to be concluded. +With respect to outstanding investigation and litigation matters, the Group cannot exclude +that the outcomes may be adverse and could involve outflow of funds in excess of the +amounts for which we have recognized provisions, but none of such proceedings is currently +expected to have a significant impact on the Group’s financials. The Group has not stated the +provision amounts to avoid influencing the outcome of the proceedings. + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Notes to the Consolidated Balance Sheet +108 16 – Provisions +The secret clothing is a "hat". \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_131.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_131.txt new file mode 100644 index 0000000000000000000000000000000000000000..92aaad1343792bb43b39584debb8c0edf50a0f53 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_131.txt @@ -0,0 +1,63 @@ +17 – Contractual Obligations and Commitments +Contractual obligations result from purchase obligations which include future payments +mainly for technology services and asset management services. +Commitments cover contingent receivables and contingent liabilities. The Group had no +contingent receivables to report as of 31 December 2023 and 31 December 2022. Contingent +liabilities mainly relate to unfunded commitments given to funds, for which the Group acts as +an investor. +Contractual obligations and commitments by maturity buckets +in € m. 31 Dec 2023 31 Dec 2022 +Purchase obligations: +< 1 year 41 42 +1–3 years 72 111 +3–5 years 50 77 +> 5 years 48 38 +Total purchase obligations 210 268 +Contingent liabilities: +< 1 year 106 111 +1–3 years 0 0 +3–5 years 0 0 +> 5 years 0 0 +Total contingent liabilities 106 111 +18 – Equity +Capital Management +A forward-looking capital plan is maintained to assess the development of capital supply and +demand and the projected capitalization of the Group from an accounting, regulatory and +economic perspective. The economic perspective considers all relevant risks quantified by +economic capital models using internal definitions and quantification methods. Capital +planning is embedded into the Group’s overall strategic planning process to ensure an +integrated financial and risk planning approach and considers appropriate risk appetite +thresholds. Results of the planning process feed into management decisions. They support +the strategic direction of the Group in the assessment of potential profitable growth and +investment opportunities. +Common Shares +The company’s share capital consists of common shares issued in registered form without +par value. As of 31 December 2023 the share capital of the company amounts to € 200 +million and is divided into up to 200,000,000 ordinary bearer shares. Under German law, +each share represents an equal stake in the subscribed capital. Therefore, each share has a +nominal value of € 1.00, derived by dividing the total amount of share capital by the number +of shares. +There are no issued ordinary shares that have not been fully paid. +Number of shares +Common shares as at 31 December 2022 200,000,000 +Changes 0 +Common shares as at 31 December 2023 200,000,000 +Authorized Capital +The General Partner is authorized to increase the share capital of the company on or before +8 June 2025 once or more than once, by up to a total of € 20 million through the issuance of +new shares against cash payment or contribution in kind (“Authorized Capital 2022/I”). The +General Partner is further authorized to increase the share capital of the company on or +before 8 June 2025 once or more than once, by up to a total of € 60 million through the + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Notes to the Consolidated Balance Sheet +109 17 – Contractual Obligations and Commitments \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_132.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_132.txt new file mode 100644 index 0000000000000000000000000000000000000000..2d5a032cc3e28d844881152e7eeafc9d2acae5b2 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_132.txt @@ -0,0 +1,26 @@ +issuance of new shares against cash payment (“Authorized Capital 2022/II”). Further details +are governed by Section 4 of the Articles of Association. +Authorized capital General Description Expiration date +€ 20,000,000 Authorized Capital 2022/I 8 June 2025 +€ 60,000,000 Authorized Capital 2022/II 8 June 2025 +Dividends +2023 +(proposal) 2022 +Cash dividend (in € m.) 1,220 410 +Cash dividend per common share (in €) 6.10 2.05 +The Executive Board and Supervisory Board will propose a dividend payment of € 6.10 per +share, which includes an ordinary dividend of € 2.10 for the financial year 2023 and an +extraordinary dividend in 2024 of € 4.00, at the Annual General Meeting on 6 June 2024. + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Notes to the Consolidated Balance Sheet +110 18 – Equity \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_133.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_133.txt new file mode 100644 index 0000000000000000000000000000000000000000..2dbe1a99f40822739bf87d069317460216478926 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_133.txt @@ -0,0 +1,78 @@ +Additional Notes +19 – Employee Benefits +Share-Based Compensation Plans +There are two categories of share-based compensation plans, which are described below: +DWS Share-Based Plans (cash-settled) and the DB Equity Plan (equity settled). +DWS Share-Based Plans (Cash-Settled) +The Group made grants of share-based compensation under the DWS Equity Plan. This plan +represents a contingent right to receive a cash payment by referencing to the value of DWS +shares during a specified time period. +In September 2018, one-off IPO related awards under the DWS Stock Appreciation Rights Plan +were granted to all DWS employees. A limited number of DWS senior managers were granted +a one-off IPO related performance share unit under the DWS Equity Plan instead. For +members of the Executive Board, one-off IPO related awards under the DWS Equity Plan were +granted in January 2019. +The DWS Stock Appreciation Rights Plan represents a contingent right to receive a cash +payment equal to any appreciation (or gain) in the value of a set number of notional DWS +shares over a fixed period of time. This award does not provide any entitlement to receive +DWS shares, voting rights or associated dividends. +The DWS Equity Plan is a phantom share plan representing a contingent right to receive a +cash payment by referencing to the value of DWS shares during a specified period of time. +The award recipient for any share-based compensation plan is not entitled to receive +dividends The share awards granted under the terms and conditions of any share-based +compensation plan are forfeited fully or partly if the recipient voluntarily terminates +employment before the end of the relevant vesting period (or the end of the retention period +for upfront awards). Vesting usually continues after termination of employment in cases such +as redundancy or retirement. +Basic terms of the DWS share-based plans +2021-2023 +DWS Equity Plan +Annual awards 1/4: 12 months, 1/4: 24 months, 1/4: 36 months, 1/4: 48 months +1 +Selected employees as annual performance-based compensation (InstVV MRTs) +Annual awards 1/3: 12 months, 1/3: 24 months, 1/3: 36 months +1 +Selected employees as annual performance-based compensation (non-InstVV MRTs) +Annual awards (senior management) 1/5: 12 months, 1/5: 24 months, 1/5: 36 months, 1/5: 48 months, 1/5: 60 months +1 +Members of the Executive Board +Annual award – upfront Vesting immediately at grant +1 +Regulated employees +Severance Individual specification Regulatory requirement for certain employees to defer severance payments +Retention/new hire/off-cycle +4 +Individual specification Selected employees to attract and retain the best talent +2019-2020 +DWS Equity Plan +Annual awards 1/3: 12 months, 1/3: 24 months, 1/3: 36 months +1 +Selected employees as annual performance-based compensation +Annual awards (senior management) 1/5: 12 months, 1/5: 24 months, 1/5: 36 months, 1/5: 48 months, 1/5: 60 months +1 +Members of the Executive Board +Severance Individual specification Regulatory requirement for certain employees to defer severance payments +New hire/off-cycle +4 +Individual specification Selected employees to attract and retain the best talent +Performance share unit award +(one-off IPO related award granted in +2019) +1/3: March 2022, 1/3: March 2023, 1/3: March 2024 +1 +Members of the Executive Board +Grant year(s) Award type Vesting schedule Eligibility + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Additional Notes +111 19 – Employee Benefits +The secret vegetable is "broccoli". \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_134.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_134.txt new file mode 100644 index 0000000000000000000000000000000000000000..e07936ff70d744e1b83f6f3e153fda0f3a76b041 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_134.txt @@ -0,0 +1,124 @@ +2018 DWS Equity Plan Performance share unit award +(one-off IPO related award) +1 +1/3: March 2022, 1/3: March 2023, 1/3: March 2024 +1 +Selected senior managers +2018 +DWS Stock Appreciation +Rights Plan +Stock appreciation rights award (one-off +IPO related award) +For non-MRTs: 1 June 2021 +3 +For MRTs: 1 March 2023 +1,3 +all DWS employees +2 +Grant year(s) Award type Vesting schedule Eligibility +1 +Depending on their individual regulatory status, a six months retention period (AIFMD/UCITS MRTs) or a 12-months retention period (InstVV, or IFD MRTs starting from 2023) applies after vesting. +2 +Unless the employee received performance share unit award. +3 + For outstanding awards, a 4-year exercise period applies following vesting/retention period. +4 + Off-Cycle awards to non-InstVV regulated employees only. +Movements in share award units +DWS Equity Plan DWS SAR Plan +2023 2022 2023 2022 +Share units (in thousands) +Number of +awards +Number of +awards +Number of +awards +1 +Weighted- +average +exercise price +Number of +awards +Weighted- +average +exercise price +Outstanding at beginning of year 1,816 1,890 837 € 24.65 910 € 24.65 +Granted 895 863 0 € 0.00 0 € 0.00 +Released or exercised (924) (910) (125) € 24.65 (42) € 24.65 +Forfeited (49) (78) 0 € 24.65 (1) € 24.65 +Expired 0 0 (16) € 0.00 (15) € 0.00 +Other movements 6 50 0 € 24.65 (1) € 24.65 +Outstanding at end of year 1,744 1,816 696 € 24.65 850 € 24.65 +Of which exercisable 0 0 655 € 0.00 652 € 0.00 +1 + Brought forward numbers from 2022 have been amended based on updated information. +Key information regarding awards granted, released and remaining in the year +2023 2022 +Weighted +average fair +value per award +granted in year +Weighted +average share +price at +exercise/ +release in year +Weighted +average +remaining +contractual life +in years +Weighted +average fair +value per award +granted in the +year +Weighted +average share +price at +exercise/ +release in year +Weighted +average +remaining +contractual life +in years +DWS Equity Plan € 25.37 € 31.41 1.3 € 27.96 € 28.96 1.3 +DWS Stock +Appreciation +Rights Plan € 0.00 € 31.64 1.9 € 0.00 € 31.88 3.0 +The fair value of outstanding share-based awards recognised in the income statement up to +the period ending 2023 and 2022 was €46 million and € 46 million respectively, of which +€ 27 million (2022: € 20 million) relate to fully vested awards. +The fair value of the DWS Stock Appreciation Rights Plan awards have been measured using +the generalised Black-Scholes model. The inputs used in the measurement of the fair values +at grant date and measurement date of the DWS Stock Appreciation Rights Plan awards were +as follows: +Measurement date +31 Dec 2023 +Measurement date +31 Dec 2022 +SAR SAR +Units (in thousands) 696 850 +Fair value (weighted average) € 10.81 € 7.64 +Share price € 34.80 € 30.36 +Exercise price € 24.65 € 24.65 +Expected volatility (weighted-average) in % 32 32 +Expected life (weighted-average) in years 1.9 3.0 +Expected dividends (% of income) 88 66 +Given there is no liquid market for implied volatility of DWS shares, the calculation of DWS +share price volatility is based on 5-year historical data for DWS and a comparable peer group. + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Additional Notes +112 19 – Employee Benefits \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_135.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_135.txt new file mode 100644 index 0000000000000000000000000000000000000000..686b41215f7284b0f05af9114946c2b6867bf47a --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_135.txt @@ -0,0 +1,74 @@ +Deutsche Bank Share-Based Plans (Equity-Settled) +Some Group employees continue to hold deferred awards granted under the DB Equity Plan, +under the rules established for Deutsche Bank Group. +The share awards granted under the terms and conditions of the DB Equity Plan may be +forfeited fully or partly if the recipient voluntarily terminates employment before the end of +the relevant vesting period. Vesting usually continues after termination of employment in +cases such as redundancy or retirement. +In countries where legal or other restrictions hinder the delivery of shares, a cash plan variant +of the DB Equity Plan was used for granting awards. +Basic terms of these share plans of Deutsche Bank Group +Grant year(s) Award type Vesting schedule Eligibility +2019-2023 +DB Equity Plan +Annual award 1/4: 12 months, 1/4: 24 months, 1/4: 36 months, 1/4: 48 months +1 +Selected employees as annual performance-based compensation (InstVV MRTs and employees in +certain Deutsche Bank business division) +Annual award 1/3: 12 months, 1/3: 24 months, 1/3: 36 months +1 +Selected employees as annual performance-based compensation +Annual award 1/5: 12 months, 1/5: 24 months, 1/5: 36 months, 1/5: 48 months, 1/5: 60 months +1 +Selected employees as annual performance-based compensation (senior management) +Annual award – upfront Vesting immediately at grant +2 +Regulated employees +New hire Individual specification Selected employees to attract the best talent +2018 +DB Equity Plan +Annual award Cliff vesting after 54 months +1 +Members of senior management +1 +For InstVV-regulated employees (and Senior Management) a further retention period of twelve months applies (six months for awards granted in 2018). +2 + Share delivery takes place after a further retention period of twelve months. +In addition, the Group participates in a broad-based employee share ownership plan offered +by Deutsche Bank Group and known as the Global Share Purchase Plan. The Global Share +Purchase Plan offers employees in specific countries the opportunity to purchase Deutsche +Bank shares in monthly instalments over one year. At the end of the purchase cycle, the +acquired stock is matched in a ratio of one to one up to a maximum of ten free shares, +provided that the employee remains at Deutsche Bank Group for another year. In total, 519 +Group staff from nine countries enrolled in the fifteenth cycle that began in November 2023. +Movements in share award units, including grants under the cash plan variant of the DB Equity Plan +2023 2022 +Share units (in thousands) +Number of +awards +1 +Number of +awards +Outstanding at beginning of year 235 627 +Granted 5 5 +Released or exercised (194) (386) +Forfeited (4) (1) +Expired 0 0 +Other movements 10 26 +Outstanding at end of year 52 271 +Of which exercisable 0 0 +1 +Brought forward numbers from 2022 have been amended based on updated information. + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Additional Notes +113 19 – Employee Benefits \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_136.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_136.txt new file mode 100644 index 0000000000000000000000000000000000000000..dc4bbbab1244e435f5c176a70350f838f8e4ffe4 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_136.txt @@ -0,0 +1,92 @@ +Key information regarding awards granted, released and remaining in the year +2023 2022 +Weighted +average fair +value per award +granted in year +Weighted +average share +price at +exercise/release +in year +Weighted +average +remaining +contractual life +in years +Weighted +average fair +value per award +granted in the +year +Weighted +average share +price at +exercise/release +in year +Weighted +average +remaining +contractual life +in years +DB Equity Plan € 10.18 € 11.59 1.4 € 10.55 € 9.09 0.6 +As of 31 December 2023, the grant value of outstanding share awards was approximately +€ 0.3 million (31 December 2022: € 3 million). +In addition, approximately 0.2 million shares were issued to plan participants in 2023 +following the vesting of DB Equity Plan awards granted in prior years. +Post-Employment Benefit Plans +Nature of Plans +The Group participates in a number of post-employment benefit plans on behalf of its +employees. These plans are sponsored either by the Group directly or by other entities of +Deutsche Bank Group and include both defined contribution plans and defined benefit plans. +These plans are accounted for based on the nature and substance of the plan. Generally, for +defined benefit plans the value of a participant’s accrued benefit is based on each employee’s +remuneration and length of service; contributions to defined contribution plans are typically +based on a percentage of each employee’s remuneration. The remainder of this note focuses +predominantly on the Group’s defined benefit plans. +The defined benefit plans are described on a geographical basis, reflecting differences in the +nature and risks of benefits, as well as in the respective regulatory environments. In +particular, the requirements set by local regulators can vary significantly and broadly +determine the design and financing of the benefit plans. Key information is also shown based +on participant status, which provides an indication of the maturity of the Group’s obligations. +Key information regarding the participant status of the defined benefit obligations +31 Dec 2023 31 Dec 2022 +in € m. (unless stated otherwise) Germany +EMEA +(excluding Germany) APAC Total Germany +EMEA +(excluding Germany) APAC Total +Defined benefit obligation related to: +Active plan participants 181 33 7 221 172 26 6 204 +Participants in deferred status 117 3 0 120 106 3 0 109 +Participants in payment status 110 7 0 118 98 2 0 100 +Total defined benefit obligation 409 43 7 458 376 31 6 413 +Fair value of plan assets 398 56 4 458 378 38 3 419 +Funding ratio (in %) 97 130 55 100 100 124 46 101 +The majority of the Group’s defined benefit plan obligations relate to Germany. Outside of +Germany, the largest obligations relate to Switzerland and Luxembourg. In Germany, post- +employment benefits are usually agreed on a collective basis with respective employee +workers councils. The Group’s main pension plans are governed by boards of trustees, +fiduciaries or their equivalent. +Post-employment benefits can form an important part of an employee’s total remuneration. +The Group follows the approach that their design shall be attractive to employees in the +respective market, but sustainable over the longer term. At the same time, the Group tries to +limit its risks related to provision of such benefits. Consequently, the Group has moved to +offer defined contribution plans in many locations over recent years. +Historically, pension plans were typically based on final pay prior to retirement. These types +of benefits still form a significant part of the pension obligations for participants in deferred +and payment status. Currently, in Germany, Switzerland and Luxembourg, the main defined +benefit pension plans for active staff are cash account type plans where the Group credits an + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Additional Notes +114 19 – Employee Benefits \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_137.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_137.txt new file mode 100644 index 0000000000000000000000000000000000000000..323041ad1910717611a5ecfbc4107079ea667c6b --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_137.txt @@ -0,0 +1,82 @@ +annual amount to individuals’ accounts based on an employee’s current salary. Dependent on +the plan rules, the accounts increase either at a fixed interest rate or participate in market +movements of certain underlying investments to limit the associated investment risk. +Sometimes, in particular in Germany, there is a guaranteed benefit amount within the plan +rules, e. g. payment of at least the amounts contributed. Upon retirement, beneficiaries may +usually opt for a lump sum or for conversion of the accumulated account balance into an +annuity. This conversion is often based on market conditions and mortality assumptions at +retirement. +The following amounts of expected benefit payments by the Group in respect of defined +benefit plans include benefits attributable to employees’ past and estimated future service +and include both amounts paid from external pension trusts and paid directly by the Group in +respect of unfunded plans. +Expected future benefit payments +in € m. (unless stated otherwise) Germany +EMEA +(excluding +Germany) APAC Total +Actual benefit payments 2023 11 1 1 12 +Benefits expected to be paid 2024 12 3 1 16 +Benefits expected to be paid 2025 12 3 1 15 +Benefits expected to be paid 2026 14 3 1 17 +Benefits expected to be paid 2027 15 3 1 19 +Benefits expected to be paid 2028 17 2 1 21 +Benefits expected to be paid 2029-2033 107 15 5 127 +Weighted average duration of defined benefit +obligation (in years) 10 12 7 10 +Multi-Employer Plans +Mainly in the UK and the US, some employees participate in defined benefit plans sponsored +by another entity within the wider Deutsche Bank Group, for example retirement benefit plans +in the UK as well as post-employment medical plans in the US. Generally the risk associated +to the plan is within the sponsoring entity while the Group entities are obliged to pay for costs +incurred for their respective employees within the sponsoring entity. +Selected legal entities of the Group are member of the BVV Versicherungsverein des +Bankgewerbes a.G. (BVV) together with other financial institutions. The BVV, pension provider +for Germany’s financial industry, offers retirement benefits to eligible employees in Germany +and Luxembourg as a complement to post-employment benefit commitments of the Group. +Both employers and employees contribute on a regular basis to the BVV. The BVV provides +annuities of a fixed amount to individuals on retirement and increases these fixed amounts if +surplus assets arise within the plan. Under legislation in Germany, the employer is ultimately +liable for providing the benefits to its employees. An increase in benefits may also arise due to +additional obligations to retirees for the effects of inflation. BVV is a multi-employer defined +benefit plan. In line with industry practice, the Group accounts for these benefits as a defined +contribution plan since insufficient information is available to identify assets and liabilities +relating to the Group’s current and former employees because the BVV does not fully allocate +plan assets to beneficiaries or to member companies. According to the BVV’s most recent +disclosures, there is no current deficit in the plan that may affect the amount of future Group +contributions. Furthermore, any plan surplus emerging in the future will be distributed to the +plan members, hence it cannot reduce future Group contributions. +Oversight and Risk Management +Oversight for the Group’s pension plans and related risks is performed by the Risk and Control +Committee, as mandated by the Executive Board. The Risk and Control Committee is +supported by the Pension Working Group. This mandate covers oversight with regards to +guidelines for funding, asset allocation, actuarial assumption setting and risk management. +Risk management includes the management and control of risks for the Group related to +market developments, asset investment, regulatory or legislative requirements, as well as +monitoring demographic changes leveraging Deutsche Bank Group’s pension oversight and +operative control mechanism implemented. During and after acquisitions or changes in the +external environment (e. g. legislation, taxation), topics such as the general plan design or +potential plan amendments are considered. To the extent that pension plans are funded, the +assets held mitigate some of the liability risks, but introduce investment risk. +The Group’s largest post-employment benefit plan risk exposures relate to potential changes +in credit spreads, interest rates, price inflation and longevity, although these have been +partially mitigated through the investment strategy adopted. +Overall, the Group is seeking to minimize the impact of pensions on its financial position from +market movements, subject to balancing the trade-offs involved in financing post- +employment benefits, regulatory capital and constraints from local funding or accounting +requirements. Deutsche Bank Group measures pension risk exposures on a regular basis +using specific metrics developed for this purpose. This process covers Deutsche Bank Group +overall including the oversight of the Group’s exposures. + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Additional Notes +115 19 – Employee Benefits \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_138.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_138.txt new file mode 100644 index 0000000000000000000000000000000000000000..7f29d7d852ce259fe178ef56eb6fbe104899fd67 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_138.txt @@ -0,0 +1,92 @@ +Funding +Various external pension trusts are maintained to fund the majority of the Group’s defined +benefit plan obligations. The Group’s funding principle is to maintain coverage of the defined +benefit obligation by plan assets within a range of 80% to 100% of the obligation, subject to +meeting any local statutory requirements. The Group has also determined that certain plans +should remain unfunded, although their funding approach is subject to periodic review, e. g. +when local regulations or practices change. Obligations for any unfunded plans are accrued +on the balance sheet. +For externally funded defined benefit plans local minimum funding requirements may apply. +However, for defined benefit plans in Germany which are externally funded by a Contractual +Trust Agreement, no regulatory minimum funding requirements exist. In most countries the +Group expects to receive an economic benefit from any plan surpluses of plan assets +compared to defined benefit obligations, typically by way of reduced future contributions. +Given the broadly fully funded position and the investment strategy adopted in the Group’s +key funded defined benefit plans, any minimum funding requirements that may apply are not +expected to impact the Group's liquidity position. The Group considers not re-claiming +benefits paid from the Group’s assets as an equivalent to making cash contributions into the +external pension trusts during the year. +Since 2022, the funding status for pension plans in Germany and Luxembourg moved into +surplus due to significant market movements. The Group has claimed +€ 12 million in 2023 +and € 14 million in 2022 from the trust accounting for all the benefits paid from the Group’s +assets on behalf of the trust. +Actuarial Methodology and Assumptions +31 December is the measurement date for all plans. All plans are valued by independent +qualified actuaries using the projected unit credit method. +The key actuarial assumptions applied in determining the defined benefit obligations at +31 December are presented below in the form of weighted averages. +Applied actuarial assumptions +31 Dec 2023 31 Dec 2022 +Germany +EMEA +(excluding +Germany) APAC Germany +EMEA +(excluding +Germany) APAC +Discount rate (in %) 3.33 1.75 4.06 3.80 2.63 3.61 +Rate of price inflation (in %) 2.33 1.52 1.60 2.63 1.86 1.60 +Rate of nominal increase in future +compensation levels (in %) 2.51 1.91 4.81 2.82 2.20 4.25 +Rate of nominal increase for pensions in +payment (in %)2.79 0.55 N/A 2.97 0.77 N/A +Assumed life expectancy at age 65: +For a male aged 65 at measurement date 21.4 21.9 N/A 21.3 21.8 N/A +For a female aged 65 at measurement date 23.6 23.8 N/A 23.6 23.7 N/A +For a male aged 45 at measurement date 22.7 23.8 N/A 22.6 23.6 N/A +For a female aged 45 at measurement date 24.7 25.5 N/A 24.7 25.4 N/A +Mortality tables applied modified +Richttafeln +Heubeck +2018G +Country +specific +tables +N/A modified +Richttafeln +Heubeck +2018G +Country +specific +tables +N/A +For the Group’s most significant plans the discount rate used at each measurement date is +set based on a high-quality corporate bond yield curve – sourced from reputable third-party +index and data providers and rating agencies – reflecting the timing, amount and currency of +the future expected benefit payments for the respective plan. +The price inflation assumptions in the Eurozone are set with reference to market measures of +inflation based on inflation swap rates in those markets at each measurement date. For other +countries, the price inflation assumptions are typically based on long-term forecasts by +Consensus Economics Inc. +The assumptions for the increases in future compensation levels and for increases to pension +payments are developed separately for each plan, where relevant. Each is set based on the +price inflation assumption and reflecting the Group’s reward structure or policies in each +market, as well as relevant local statutory and plan-specific requirements. +Mortality assumptions can be significant in measuring the Group’s obligations under its +defined benefit plans. These assumptions have been set in accordance with current best +estimate in the respective countries. Future potential improvements in longevity have been +considered and included where appropriate. + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Additional Notes +116 19 – Employee Benefits \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_139.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_139.txt new file mode 100644 index 0000000000000000000000000000000000000000..d76c8f8e5643680d1f321e60408804de5fe1e4e1 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_139.txt @@ -0,0 +1,63 @@ +Reconciliation in movement of liabilities and assets – Impact on Financial Statements +Change in the present value of the defined benefit obligation: +Balance, beginning of year 376 31 6 413 478 35 5 518 +Defined benefit cost recognized in profit or loss: +Current service cost 11 1 1 13 13 2 1 15 +Interest cost 14 1 0 15 5 0 0 6 +Past service cost and gain or loss arising from settlements 1 0 0 1 2 0 0 2 +Defined benefit cost recognized in other comprehensive income: +Actuarial gain or loss arising from changes in financial +assumptions 16 2 0 18 (116) (7) 0 (124) +Actuarial gain or loss arising from changes in demographic assumptions 0 0 0 0 9 0 0 9 +Actuarial gain or loss arising from experience 0 6 0 6 0 1 0 1 +Cash flow and other changes: +Contributions by plan participants 0 1 0 1 0 1 0 1 +Benefits paid (11) (1) (1) (12) (14) (1) 0 (15) +Acquisitions/divestitures 0 0 0 0 (5) (1) 0 (6) +Exchange rate changes 0 2 0 1 0 1 0 1 +Other +1 + 2 0 1 3 4 0 2 6 +Balance, end of year 409 43 7 458 376 31 6 413 +thereof: +Unfunded 0 1 3 4 0 1 3 5 +Funded 409 42 4 454 376 30 3 408 +Change in fair value of plan assets: +Balance, beginning of year 378 38 3 419 429 39 1 469 +Defined benefit cost recognized in profit or loss: +Interest income 14 1 0 16 5 0 0 5 +Defined benefit cost recognized in other comprehensive income: +Return from plan assets less interest income 10 13 0 23 (52) (3) 0 (56) +Cash flow and other changes: +Contributions by plan participants 0 1 0 1 0 1 0 1 +Contributions by the employer 5 1 0 7 6 1 0 8 +Benefits paid +2 + (11) (1) 0 (12) (14) (1) 0 (15) +Acquisitions/divestitures 0 0 0 0 0 0 0 0 +Exchange rate changes 0 2 0 2 0 1 0 1 +Other +1 + 2 0 1 3 4 0 2 6 +Plan administration costs 0 0 0 0 0 0 0 0 +Balance, end of year 398 56 4 458 378 38 3 419 +Funded status, end of year (11) 13 (3) 0 2 7 (3) 6 +2023 2022 +in € m. Germany +EMEA +(excluding Germany) APAC Total Germany +EMEA +(excluding Germany) APAC Total + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Additional Notes +117 19 – Employee Benefits \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_14.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_14.txt new file mode 100644 index 0000000000000000000000000000000000000000..cc2b88a165b33f6875074622349e7dd6acbcf61c --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_14.txt @@ -0,0 +1,25 @@ +Board. At the same time, the Supervisory Board decided to nominate James von Moltke for +election to the Supervisory Board at the 2024 Annual General Meeting. +We would like to thank the Executive Board and DWS’s employees for their continued strong +commitment in an enduringly challenging environment and their contribution to a successful +financial year notwithstanding such challenges. +Frankfurt am Main, 11 March 2024 +For the Supervisory Board +Karl von Rohr +Chairman + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Report of the Supervisory Board +XII \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_140.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_140.txt new file mode 100644 index 0000000000000000000000000000000000000000..77547f72b2602f8f56615dc4b71c3d1c1b6f2e3b --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_140.txt @@ -0,0 +1,74 @@ +Change in irrecoverable surplus (asset ceiling): +Balance, beginning of year 0 (6) 0 (6) 0 (5) 0 (5) +Interest cost 0 0 0 0 0 0 0 0 +Changes in irrecoverable surplus 0 (5) 0 (5) 0 (1) 0 (1) +Exchange rate changes 0 (1) 0 (1) 0 0 0 0 +Balance, end of year 0 (12) 0 (12) 0 (6) 0 (6) +Net asset (liability) recognized (11) 1 (3) (12) +3 + 2 2 (3) 0 +4 +2023 2022 +in € m. Germany +EMEA +(excluding Germany) APAC Total Germany +EMEA +(excluding Germany) APAC Total +1 +Transfers between other subsidiaries of Deutsche Bank Group. +2 +For funded plans only. +3 + Thereof € 8 million recognized in other assets and € 21 million in other liabilities. +4 +Thereof € 10 million recognized in other assets and € 10 million in other liabilities. +Investment Strategy +The Group participates in Deutsche Bank Group’s overall investment strategy. The investment +objective is to protect against adverse impacts of changes in the funding position of its +defined benefit pension plans on key financial metrics, with a primary focus on protecting the +plans’ IFRS funded status, while taking into account the plans’ impact on other metrics, such +as regulatory capital and local profit or loss accounts. Since 2021, there has been a shift in the +investment strategy in selected markets to balance competing key financial metrics. +Investment managers manage pension assets in line with investment mandates or guidelines +as agreed with the pension plans’ trustees and investment committees. +For key defined benefit plans for which the Group aims to protect the IFRS funded status, a +liability driven investment approach is applied. Risks from mismatches between fluctuations +in the present value of the defined benefit obligations and plan assets due to capital market +movements are minimized, subject to balancing relevant trade-offs. This is achieved by +allocating plan assets closely to the market risk factor exposures of the pension liability to +interest rates, credit spreads and inflation such that plan assets broadly reflect the underlying +risk profile and currency of the pension obligations. +Where the desired hedging level as defined in Deutsche Bank Group’s overall investment +strategy for these risks cannot be achieved with physical instruments (i. e. corporate and +government bonds), derivatives are employed. Derivatives mainly include interest rate, +inflation swaps and credit default swaps. Other derivative instruments are also used, such as +interest rate futures and options. In practice, a completely hedged approach is impractical, +because of insufficient market depth for ultra-long-term corporate bonds, as well as liquidity +and cost considerations. Therefore, plan assets contain further asset categories to create +long-term return enhancement and diversification benefits such as equity, real estate, high +yield bonds or emerging markets bonds. Furthermore, the above mentioned shift in the +investment strategy in 2021 allows for actively taken market risk exposures from interest rates +and credit spreads within defined limits. As a result, the market risk from plan assets has +been reduced. +Plan Asset Allocation to Key Asset Classes +The following table shows the asset allocation of the Group’s funded defined benefit plans to +key asset classes, i. e. exposures include physical securities in discretely managed portfolios +and underlying asset allocations of any commingled funds used to invest plan assets. +Asset amounts in the following table include both “quoted” (i. e. level 1 assets in accordance +with IFRS 13 “Fair Value Measurement” – amounts invested in markets where the fair value +can be determined directly from prices which are quoted in active, liquid markets) and +“other” (i. e. level 2 and 3 assets in accordance with IFRS 13) assets. + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Additional Notes +118 19 – Employee Benefits +The secret animal #1 is a "cat". \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_141.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_141.txt new file mode 100644 index 0000000000000000000000000000000000000000..2027260092fdb8a662c7530351105bf9d46a42e1 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_141.txt @@ -0,0 +1,104 @@ +Plan asset allocation to key asset classes +31 Dec 2023 31 Dec 2022 +in € m. Germany +EMEA +(excluding +Germany) APAC Total Germany +EMEA +(excluding +Germany) APAC Total +Cash and cash equivalents 10 2 1 14 3 2 2 7 +Equity instruments +1 +49 14 0 63 41 9 0 49 +Investment-grade bonds +2 +: +Government 72 9 1 82 69 5 1 75 +Non-government bonds 150 16 0 166 139 11 0 150 +Non-investment-grade +bonds: +Government 4 0 0 4 3 0 0 4 +Non-government bonds 13 1 0 14 11 1 0 12 +Securitised and other debt +investments0 1 0 1 0 0 0 1 +Alternatives: +Real estate 27 8 0 35 24 6 0 30 +Commodities 2 0 0 2 2 0 0 2 +Private equity 0 0 0 0 0 0 0 0 +Other +3 +38 3 0 41 37 2 0 39 +Derivatives (market value): +Interest rate 34 1 0 35 47 1 0 48 +Credit (1) 0 0 (1) 0 0 0 0 +Inflation 0 0 0 0 0 0 0 0 +Foreign exchange 1 0 0 1 2 0 0 2 +Other 0 0 0 0 0 0 0 0 +Total fair value of plan +assets 398 56 4 458 378 38 3 419 +1 +Allocation of equity exposure is broadly in line with the typical index in the respective market. +2 +Investment-grade means BBB and above based on average credit ratings which are determined on the basis of the +ratings of the rating agencies Fitch, Moody’s and S&P. The average credit rating exposure for the Group’s main plans is +around A. +3 +Amongst others this position contains commingled funds which could not be segregated into the other asset +categories. +The following table sets out the Group’s funded defined benefit plan assets only invested in +“quoted” assets, i. e. level 1 assets in accordance with IFRS 13. +Plan asset allocation of level 1 assets +31 Dec 2023 31 Dec 2022 +in € m. Germany +EMEA +(excluding +Germany) APAC Total Germany +EMEA +(excluding +Germany) APAC Total +Cash and cash equivalents 3 1 0 5 (4) 1 0 (3) +Equity instruments +1 +37 1 0 39 30 1 0 31 +Investment-grade bonds +2 +: +Government 23 4 0 27 26 3 0 28 +Non-government bonds 0 0 0 0 0 0 0 0 +Non-investment-grade +bonds: +Government 0 0 0 0 0 0 0 0 +Non-government bonds 0 0 0 0 0 0 0 0 +Securitised and other debt +investments 0 0 0 0 0 0 0 0 +Alternatives: +Real estate 0 0 0 0 0 0 0 0 +Commodities 0 0 0 0 0 0 0 0 +Private equity 0 0 0 0 0 0 0 0 +Other 0 0 0 0 0 0 0 0 +Derivatives (market value): +Interest rate 0 0 0 0 0 0 0 0 +Inflation 0 0 0 0 0 0 0 0 +Others 0 0 0 0 0 0 0 0 +Total fair value of quoted +plan assets64 6 0 70 52 5 0 56 +1 +Allocation of equity exposure is broadly in line with the typical index in the respective market. +2 +Investment-grade means BBB and above based on average credit ratings which are determined on the basis of the +ratings of the rating agencies Fitch, Moody’s and S&P. The average credit rating exposure for the Group’s main plans is +around A. + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Additional Notes +119 19 – Employee Benefits \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_142.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_142.txt new file mode 100644 index 0000000000000000000000000000000000000000..630494d51d0260b3c59cef72d3a0f7517ab72210 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_142.txt @@ -0,0 +1,86 @@ +Geographical allocation of invested plan assets +31 Dec 2023 31 Dec 2022 +in € m. (unless stated otherwise) Germany +United +Kingdom +United +States +Other +Eurozone +Other +developed +countries +Emerging +markets Total Germany +United +Kingdom +United +States +Other +Eurozone +Other +developed +countries +Emerging +markets Total +Cash and cash equivalents 0 0 1 10 2 1 14 0 0 2 2 1 2 7 +Equity instruments 1 2 36 13 9 2 63 1 1 27 12 6 1 49 +Government bonds +(investment-grade and above) 16 0 3 35 9 19 82 13 0 3 39 4 15 75 +Government bonds +(non-investment-grade) 0 0 0 0 0 4 4 0 0 0 0 0 4 4 +Non-government bonds +(investment-grade and above)15 4 56 71 18 1 166 10 9 50 65 15 1 150 +Non-government bonds +(non-investment-grade) 0 0 1 13 0 0 14 0 0 0 11 0 0 12 +Securitised and other debt +investments 0 0 0 0 1 0 1 0 0 0 0 0 0 1 +Subtotal 32 7 96 144 39 27 344 25 10 82 129 28 23 296 +Share (in %) 9 2 28 42 11 8 100 8 3 28 44 9 8 100 +Other asset categories 114 122 +Fair value of plan assets 458 419 +Plan assets included derivative transactions with other Deutsche Bank Group entities with a +market value of positive € 33 million and positive € 46 million at 31 December 2023 and +31 December 2022, respectively. There were neither a material number of securities issued by +the Group nor other claims against the Group assets included in the fair value of plan assets. +The plan assets did not include any real estate which is used by the Group. +Key Risk Sensitivities +The Group’s defined benefit obligations are sensitive to changes in capital market conditions +and actuarial assumptions. Sensitivities to capital market movements and key assumption +changes are presented in the following table. Each market risk factor or assumption is +changed in isolation. Sensitivities of the defined benefit obligations are approximated using +geometric extrapolation methods based on plan durations for the respective assumption. +Duration is a risk measure that indicates the broad sensitivity of the obligations to a change in +an underlying assumption and provides a reasonable approximation for small to moderate +changes in those assumptions. +For example, the interest rate duration is derived from the change in the defined benefit +obligation to a change in the interest rate based on information provided by the local +actuaries of the respective plans. The resulting duration is used to estimate the +remeasurement liability loss or gain from changes in the interest rate. For other assumptions, +a similar approach is used to derive the respective sensitivity results. +For defined benefit pension plans, changes in capital market conditions will impact the plan +obligations via actuarial assumptions – mainly interest rate and inflation rate – as well as the +plan assets’ fair value. Where the Group applies a liability driven investment approach, the +overall exposure to such changes is reduced. To help readers gain a better understanding of +the Group’s risk exposures to key capital market movements, the net impact of the change in +the defined benefit obligations and plan assets due to a change of the related market risk +factor or underlying actuarial assumption is shown. Where changes in actuarial assumptions +do not affect the plan assets, only the impact on the defined benefit obligations is reported. +Asset-related sensitivities are derived for major plans which are applicable to the Group by +using risk sensitivity factors determined by Deutsche Bank Group’s market risk management +function. These sensitivities are calculated based on information provided by the plans’ +investment managers and extrapolated linearly to reflect the approximate change of the plan +assets’ market value in case of a change in the underlying risk factor. + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Additional Notes +120 19 – Employee Benefits \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_143.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_143.txt new file mode 100644 index 0000000000000000000000000000000000000000..daa2bdb10ff5f1d1ea4842a2c05168b183eb769b --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_143.txt @@ -0,0 +1,104 @@ +The sensitivities illustrate plausible variations over time in capital market movements and key +actuarial assumptions. The Group is not in a position to provide a view on the likelihood of +these capital market or assumption changes. While these sensitivities illustrate the overall +impact on the funded status of the changes shown, the significance of the impact and the +range of reasonable possible alternative assumptions may differ between the different plans +that comprise the aggregated results. Even though plan assets and plan obligations are +sensitive to similar risk factors, actual changes in plan assets and obligations may not fully +offset each other due to imperfect correlations between market risk factors and actuarial +assumptions. Caution should be used when extrapolating these sensitivities due to non-linear +effects that changes in capital market conditions and key actuarial assumptions may have on +the overall funded status. Any management actions that may be taken to mitigate the +inherent risks in the post-employment defined benefit plans are not reflected in these +sensitivities. +Sensitivity analysis of changes in actuarial assumptions +31 Dec 2023 31 Dec 2022 +in € m. Germany +EMEA +(excluding +Germany) APAC Germany +EMEA +(excluding +Germany) APAC +Interest rate (–50 bp): +(Increase) in defined benefit obligations (20) (2) 0 (20) (1) 0 +Interest rate (+50 bp): +Decrease in defined benefit obligations 19 2 0 19 1 0 +Rate of price inflation (–50 bp): +1 +Decrease in defined benefit obligations 7 0 0 7 0 0 +Rate of price inflation (+50 bp): +1 +(Increase) in defined benefit obligations (7) 0 0 (7) 0 0 +Rate of real increase in future compensation levels +(–50 bp): +Decrease in defined benefit obligations, net +impact on funded status0 0 0 1 0 0 +Rate of real increase in future compensation levels +(+50 bp): +(Increase) in defined benefit obligations, net +impact on funded status0 0 0 (1) 0 0 +Longevity improvements by 10%: +2 +(Increase) in defined benefit obligations, net +impact on funded status (4) 0 0 (4) 0 0 +1 +Incorporates sensitivity to changes in nominal increase for pensions in payment to the extent linked to the price +inflation assumption. +2 +Estimated to be equivalent to an increase of around 1 year in overall life expectancy. +Expected Cash Flows +The following table shows expected cash flows for post-employment benefits in 2024, +including contributions to the Group’s external pension trusts in respect of funded plans, +direct payment to beneficiaries in respect of unfunded plans, as well as contributions to +defined contribution plans. +Expected cash flow for post-employment benefits +in € m. 2024 +Expected contributions to: +Group internal defined benefit plan assets 12 +Defined benefit plan assets sponsored by another company of Deutsche Bank Group (1) +BVV 4 +Other defined contribution plans 20 +Expected benefit payments for unfunded defined benefit plans 0 +Expected total cash flow related to post-employment benefits 35 +Expense of Employee Benefits +The following table presents a breakdown of specific expenses according to the requirements +of IAS 19 “Employee Benefits” and IFRS 2 “Share-based payment” respectively. +Expense of employee benefits +in € m. 2023 2022 +Expenses for defined benefit plans: +Service cost +1 +13 17 +Net interest cost (income) 0 1 +Total expenses defined benefit plans 14 18 +Expenses for defined contribution plans: +BVV 4 4 +Other defined contribution plans 20 19 +Total expenses for defined contribution plans 24 23 +Total expenses for post-employment benefit plans 37 41 +Employer contributions to mandatory German social security pension plan 16 15 +Expenses for share-based payments, equity settled 3 5 +Expenses for share-based payments, cash settled 31 13 +Expenses for cash retention plans 30 44 +Expenses for severance payments +2 +28 25 +1 + Including severance related past service costs of € 1 million in 2023 (€ 2 million in 2022). +2 +Excluding the acceleration of expenses for deferred compensation awards not yet amortized. Including severance +related past service costs. + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Additional Notes +121 19 – Employee Benefits \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_144.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_144.txt new file mode 100644 index 0000000000000000000000000000000000000000..c1901dfe682fe348c7358ef790cd9dbe08243a62 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_144.txt @@ -0,0 +1,71 @@ +20 – Income Taxes +in € m. 2023 2022 +Current tax expense (benefit): +Tax expense (benefit) for current year 231 267 +Adjustments for prior years (31) 2 +Total current tax expense (benefit) 199 269 +Deferred tax expense (benefit): +Origination and reversal of temporary differences, unused tax losses and tax +credits (2) (7) +Effect of changes in tax law and/or tax rate 1 2 +Adjustments for prior years 26 6 +Total deferred tax expense (benefit) 25 1 +Total income tax expense (benefit) 224 271 +Income tax expense in 2023 was € 224 million (2022: € 271 million). The effective tax rate of +28.8% (2022: 31.3%) was mainly impacted by non-deductible expenses, partly offset by tax +exempt income and changes from unrecognized tax losses. +Total current tax expense includes benefits from previously unrecognized tax losses which +reduced the current tax expense by € 10 million in 2023. In 2022 current tax expense was not +impacted by these effects. +In 2023 the total deferred tax expense was reduced by € 2 million due to benefits from +previously unrecognized tax losses, partially offset by expenses arising from write-downs of +deferred tax assets. In 2022 these effects decreased the deferred tax expense by € 2 million. +The domestic income tax rate including corporate tax, solidarity surcharge, and trade tax used +for calculating deferred tax assets and liabilities was 31.9% for 2023 and 2022. +Difference between applying German statutory (domestic) income tax rate and actual income tax +expense (benefit) +in € m. 2023 2022 +Expected tax expense (benefit) at domestic income tax rate of 31.9% +(31.9% for 2022) 248 276 +Foreign rate differential (26) (32) +Tax-exempt gains on securities and other income (8) (9) +Loss (income) on equity method investments (8) (12) +Non-deductible expenses 28 26 +Changes in recognition and measurement of deferred tax assets (12) (3) +Effect of changes in tax law and/or tax rate +1 +1 2 +Effect related to share-based payments 0 0 +Other +1 +1 23 +Actual income tax expense (benefit) 224 271 +1 +Current and deferred tax expense (benefit) relating to prior years are mainly reflected in the line items changes in +recognition and measurement of deferred tax assets and other. +Income taxes charged or credited to equity (other comprehensive income/additional paid-in capital) +in € m. 2023 2022 +Actuarial gains/losses related to defined benefit plans 2 (19) +Financial assets mandatory at fair value through other comprehensive income: +Unrealized net gains/losses arising during the period (1) 23 +Realized net gains/losses arising during the period (reclassified to profit or +loss) 0 0 +Other equity movement: +Unrealized net gains/losses arising during the period 0 0 +Realized net gains/losses arising during the period (reclassified to profit or +loss) 0 0 +Income taxes (charged) credited to other comprehensive income 1 5 +Other income taxes (charged) credited to equity (3) 1 + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Additional Notes +122 20 – Income Taxes \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_145.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_145.txt new file mode 100644 index 0000000000000000000000000000000000000000..2cef3038a6aa4972d5a9a239472260f8f5368603 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_145.txt @@ -0,0 +1,78 @@ +Major components of the Group’s gross deferred tax assets and liabilities +in € m. 31 Dec 2023 31 Dec 2022 +Deferred tax assets: +Unused tax losses 4 8 +Unused tax credits 0 1 +Deductible temporary differences: +Employee benefits, including equity settled share-based payments 98 82 +Trading activities, including derivatives 121 144 +Leases 37 33 +Intangible assets 4 4 +Accrued interest expense 8 4 +Financial assets at fair value through other comprehensive income 0 37 +Other assets 12 10 +Total deferred tax assets pre offsetting 284 323 +Deferred tax liabilities: +Taxable temporary differences: +Employee benefits, including equity settled share-based payments 11 8 +Trading activities, including derivatives 132 155 +Leases 35 30 +Intangible assets 195 197 +Financial assets at fair value through other comprehensive income 0 0 +Other assets 18 15 +Total deferred tax liabilities pre offsetting 391 405 +Deferred tax assets and liabilities, after offsetting +in € m. 31 Dec 2023 31 Dec 2022 +Presented as deferred tax assets 95 131 +Presented as deferred tax liabilities 202 213 +Net deferred tax liabilities 107 82 +The change in the balance of deferred tax assets and deferred tax liabilities does not equal +the deferred tax expense/(benefit). This is due to deferred taxes that are booked directly to +equity and the effects of exchange rate changes on tax assets and liabilities denominated in +currencies other than Euro. +Items for which no deferred tax assets were recognized +1 +in € m. 31 Dec 2023 31 Dec 2022 +Not expiring (199) (237) +Expiring in subsequent period (12) 0 +Expiring after subsequent period (2) (20) +Unused tax losses (213) (257) +1 +Amounts in the table refer to unused tax losses for federal income tax purposes. +Deferred tax assets were not recognized on these items because it is not probable that future +taxable profit will be available against which the unused tax losses, unused tax credits and +deductible temporary differences can be utilized. +As of 31 December 2023, DWS Group recognized deferred tax assets of € 1 million (2022: +€ 4 million), that exceed deferred tax liabilities in entities which have suffered a loss in either +the current or preceding period. This is based on management’s assessment that it is +probable that the respective entities will have taxable profits against which the unused tax +losses, unused tax credits and deductible temporary differences can be utilized. +Generally, in determining the amounts of deferred tax assets to be recognized, management +uses historical profitability information and, if relevant, forecasted operating results, based +upon approved business plans, including a review of the eligible carry-forward periods, tax +planning opportunities and other relevant considerations. +As of 31 December 2023, the Group had temporary differences associated with the Group’s +parent company’s investments in subsidiaries, branches and associates and interests in joint +ventures of € 129 million (2022: € 136 million), in respect of which no deferred tax liabilities +were recognized. +In December 2021, the Organization for Economic Co-Operation and Development (OECD) +issued Global Anti-Base Erosion and Profit Shifting Rules under the Pillar 2 Framework. In May +2023, the IASB issued amendments to IAS 12 “Income Taxes” to introduce a mandatory +temporary exception to the accounting for deferred taxes arising from the implementation of +Pillar 2 model rules and disclosure requirements. The application of the exception outlined +above has to be applied immediately with the disclosure requirements to be effective for +annual periods beginning on or after 1 January 2023. The mandatory temporary exception has +been applied and there has been no impact on the Group’s consolidated financial statements. + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Additional Notes +123 20 – Income Taxes \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_146.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_146.txt new file mode 100644 index 0000000000000000000000000000000000000000..d3b1be47a60dc93e8a1dba29f92886742e245d04 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_146.txt @@ -0,0 +1,68 @@ +Deutsche Bank AG as the ultimate parent entity conducted comprehensive impact +assessments based on most recent available and historic country-by-country reporting data. +Based on these impact assessments no material amounts are expected to be allocated to +DWS Group. +21 – Related Party Transactions +Related parties are considered as a person or entity who has the ability to directly or indirectly +control the other party or exercise significant influence over the other party in making +financial or operational decisions. The Group’s related parties include: +— Key management personnel, close family members of key management personnel and +entities which are controlled, significantly influenced by, or for which significant voting +power is held by key management personnel or their close family members +— Deutsche Bank AG and its subsidiaries including DB Beteiligungs-Holding GmbH, joint +ventures, associates and their respective subsidiaries +— DWS Group’s subsidiaries and associates and their respective subsidiaries +— Post-employment benefit plans for the benefit of DWS KGaA and its related party entities +employees +Transactions with Related Party Persons +Related party persons are key management personnel who have direct or indirect authority +and responsibility for planning, directing and controlling the activities of the Group as well as +their close family members. The Group considers the members of the Executive Board and +the Supervisory Board to constitute key management personnel. +As of 31 December 2023, transactions with related party persons were loans and +commitments of € 14 million and deposits of € 6 million. As of 31 December 2022, +transactions with related party persons were loans and commitments of € 13 million and +deposits of € 6 million. +Transactions with Related Party Entities +Transactions between DWS KGaA and its subsidiaries meet the definition of related party +transactions. If these transactions are eliminated on consolidation, they are not disclosed as +related party transactions. Transactions between the Group and its associates and their +respective subsidiaries also qualify as related party transactions. Moreover, transactions with +Deutsche Bank Group entities, including its associates and joint ventures and their respective +subsidiaries qualify as related party transactions. +The transactions with Deutsche Bank Group entities shown in the table below are mainly +related to cash management activities, asset management agreements, outsourced services +and leases. +DWS KGaA incurred expenses for key management personnel services to DWS Management +GmbH, a wholly owned subsidiary of Deutsche Bank AG, of € 24 million for the year 2023 +(€ 40 million for the year 2022). Furthermore, on 20 June 2023, DWS KGaA paid a dividend of +€ 326 million for the fiscal year 2022 to DB Beteiligungs-Holding GmbH, a wholly owned +subsidiary of Deutsche Bank AG (on 14 June 2022, € 318 million for the fiscal year 2021 +respectively). +Transactions with associates resulted to € 9 million revenues for 2023 (€ 1 million revenues +for 2022) and € 60 million expenses for 2023 (€ 7 million expenses for 2022). These +transactions are mainly related to distribution agreements and service agreements. In +addition, the Group had no further transactions as of 31 December 2023 and 31 December +2022 respectively with joint ventures and associates of Deutsche Bank Group. +Transactions with Deutsche Bank Group entities +2023 2022 +in € m. +Net interest and +non-interest income Non-interest expenses Assets Liabilities +Net interest and +non-interest income Non-interest expenses Assets Liabilities +Deutsche Bank AG (283) 137 906 332 (300) 98 862 233 +Other Deutsche Bank Group entities (26) 61 115 109 (47) 112 113 116 + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Additional Notes +124 21 – Related Party Transactions \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_147.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_147.txt new file mode 100644 index 0000000000000000000000000000000000000000..6d95b39d6292f434d06e61b8349a2859c5132e31 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_147.txt @@ -0,0 +1,67 @@ +Transactions with Related Party Pension Plans +Under IFRS, certain post-employment benefit plans are considered related parties. The Group +has business relationships with a number of its pension plans pursuant to which it provides +financial services to these plans, including investment management services. The Group’s +pension funds may hold or trade Deutsche Bank AG and its related parties’ shares or +securities. +Transactions with Related Party Pension Plans +in € m. 31 Dec 2023 31 Dec 2022 +Other assets 1 1 +Fees paid from plan assets to asset managers of the Group 1 1 +Market value of derivatives with a counterparty of the Group/Deutsche Bank +Group 33 46 +Notional amount of derivatives with a counterparty of the Group/Deutsche Bank +Group 343 506 +22 – Information on Subsidiaries and Shareholdings +GRI 2-2 +Composition of the Group +DWS Group GmbH & Co. KGaA is the direct or indirect holding company for the Group’s +subsidiaries. +The Group consists of 75 consolidated entities, thereof 47 subsidiaries and 28 consolidated +structured entities. +50 of the entities controlled by the Group are directly or indirectly held by the Group at 100% +of the ownership interests (share of capital). Third parties also hold ownership interest in 25 +of the consolidated entities (non-controlling interest). As of 31 December 2023 the non- +controlling interests are neither individually nor cumulatively material to the Group. +Shareholdings +The following tables show the shareholdings of the Group pursuant to Section 313 (2) of the +German Commercial Code (HGB). +Subsidiaries +1 DWS Group GmbH & Co. KGaA Frankfurt +2 DB Vita S.A. Luxembourg 84.0 +3 DBRE Global Real Estate Management IB, Ltd. George Town 100.0 +4 DBX Advisors LLC Wilmington 100.0 +5 Deutsche Alternative Asset Management (UK) Limited London 100.0 +6 Deutsche Capital Partners China Limited (in voluntary +liquidation) +George Town 100.0 +7 Deutsche Cayman Ltd. Camana Bay 100.0 +8 Deutsche Grundbesitz-Anlagegesellschaft mit beschränkter +Haftung +Frankfurt 99.8 +9 DI Deutsche Immobilien Treuhandgesellschaft mbH Frankfurt 100.0 +10 DIP Management GmbH Frankfurt 100.0 +11 DWS Alternatives France Paris 100.0 +12 DWS Alternatives Global Limited London 100.0 +13 DWS Alternatives GmbH Frankfurt 100.0 +14 DWS Asset Management (Korea) Company Limited Seoul 100.0 +15 DWS Beteiligungs GmbH Frankfurt 98.6 +Serial +No. Name of company +Domicile of +company Footnote +Share of capital +in % + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Additional Notes +125 22 – Information on Subsidiaries and Shareholdings \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_148.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_148.txt new file mode 100644 index 0000000000000000000000000000000000000000..d7a4e0f8bae608400925fa13fc1b9f858b00b85a --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_148.txt @@ -0,0 +1,98 @@ +16 DWS CH AG Zurich 100.0 +17 DWS Distributors, Inc. Wilmington 100.0 +18 DWS Far Eastern Investments Limited Taipei 60.0 +19 DWS Global Business Services Inc. Taguig City 100.0 +20 DWS Group Services UK Limited London 100.0 +21 DWS Grundbesitz GmbH Frankfurt 99.9 +22 DWS India Private Limited Mumbai 100.0 +23 DWS International GmbH Frankfurt 100.0 +24 DWS Investment GmbH Frankfurt 100.0 +25 DWS Investment Management Americas, Inc. Wilmington 100.0 +26 DWS Investment S.A. Luxembourg 100.0 +27 DWS Investments Australia Limited Sydney 100.0 +28 DWS Investments Hong Kong Limited Hong Kong 100.0 +29 DWS Investments Japan Limited Tokyo 100.0 +30 DWS Investments Shanghai Limited Shanghai 100.0 +31 DWS Investments Singapore Limited Singapore 100.0 +32 DWS Investments UK Limited London 100.0 +33 DWS Real Estate GmbH Frankfurt 89.9 +34 DWS Service Company Wilmington 100.0 +35 DWS Shanghai Private Equity Fund Management Limited Shanghai 100.0 +36 DWS Trust Company Concord 100.0 +37 DWS USA Corporation Wilmington 100.0 +38 European Value Added I (Alternate G.P.) LLP London 100.0 +39 Leonardo III Initial GP Limited London 100.0 +40 Prof. Weber GmbH Mannheim 100.0 +41 RoPro U.S. Holding, Inc. Wilmington 100.0 +42 RREEF America L.L.C. Wilmington 100.0 +43 RREEF European Value Added I (G.P.) Limited London 100.0 +44 RREEF Fund Holding LLC Wilmington 100.0 +45 RREEF Management L.L.C. Wilmington 100.0 +46 Treuinvest Service GmbH Frankfurt 100.0 +47 WEPLA Beteiligungsgesellschaft mbH Frankfurt 100.0 +Serial +No. Name of company +Domicile of +company Footnote +Share of capital +in % +Consolidated Structured Entities +Serial +No. Name of company +Domicile of +company Footnote +Share of capital +in % +48 DB Impact Investment (GP) Limited London 100.0 +49 DBRE Global Real Estate Management US IB, L.L.C. Wilmington 100.0 +50 DBX ETF Trust Wilmington 1 - +51 DWS Access S.A. Luxembourg 1 - +52 DWS Alternatives (IE) ICAV Dublin - +53 DWS Funds Luxembourg 1 - +54 DWS Garant Luxembourg 1 - +55 DWS Invest Luxembourg 1 - +56 DWS Invest (IE) ICAV Dublin - +57 DWS Zeitwert Protect Luxembourg - +58 DWS-Fonds Treasury Liquidity (EUR) Frankfurt 100.0 +59 Dynamic Infrastructure Securities Fund LP Wilmington - +60 ERET Lux 1 S.à r.l. Luxembourg 100.0 +61 European Real Estate Transformation Fund S.C.A. SICAV-RAIF Luxembourg 100.0 +62 G.O. IB-US Management, L.L.C. Wilmington 100.0 +63 Infrastructure Debt Fund S.C.Sp. SICAV-RAIF Luxembourg - +64 PEIF II SLP Feeder 2 LP Edinburgh 100.0 +65 PEIF III SLP Feeder GP, S.à r.l. Senningerberg - +66 PEIF III SLP Feeder, SCSp Senningerberg 2 55.1 +67 Property Debt Fund S.C.Sp. SICAV-RAIF Luxembourg - +68 RREEF Core Plus Residential Fund LP Wilmington 100.0 +69 RREEF DCH, L.L.C. Wilmington 100.0 +70 SGI SLP Feeder GP S.à.r.l. Senningerberg - +71 SGI SLP Feeder SCSp Senningerberg 2 56.0 +72 Timing Chance Multi Asset Income Frankfurt 100.0 +73 Vermögensfondmandat Flexible (80% teilgeschützt) Luxembourg - +74 Xtrackers (IE) Public Limited Company Dublin 1 0.1 +75 Xtrackers II Luxembourg 1 0.1 +Associated Companies +Serial +No. Name of company +Domicile of +company Footnote +Share of capital +in % +76 Arabesque AI Ltd London 3 24.3 +77 Deutscher Pensionsfonds Aktiengesellschaft Cologne 3 25.1 +78 G.O. IB-SIV Feeder, L.L.C. Wilmington 3 15.7 +79 Harvest Fund Management Co., Ltd. Shanghai 3 30.0 +80 MorgenFund GmbH Frankfurt 3 30.0 + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Additional Notes +126 22 – Information on Subsidiaries and Shareholdings \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_149.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_149.txt new file mode 100644 index 0000000000000000000000000000000000000000..c1fbd35622f50a6cc7a15897efae03984af95e34 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_149.txt @@ -0,0 +1,77 @@ +Other Companies where the Holding Exceeds 20% +Serial +No. Name of company +Domicile of +company Footnote +Share of capital +in % +81 DB Real Estate Global Opportunities IB (Offshore), L.P. Camana Bay 4 33.6 +82 Deutsches Institut für Altersvorsorge GmbH Frankfurt 5 22.0 +83 DWS Offshore Infrastructure Debt Opportunities Feeder LP George Town 4, 6 26.3 +Other Companies with Status as Shareholder with Unlimited Liability +pursuant to Section 313 (2) Number 6 HGB +Serial +No. Name of company +Domicile of +company Footnote +Share of capital +in % +84 DEBEKO Immobilien GmbH & Co Grundbesitz OHG Eschborn 2 0.1 +85 RREEF European Value Added Fund I L.P. London 2 0.0 +Footnotes: +1 Only specified assets and related liabilities (silos) of this entity were consolidated. +2 Status as shareholder with unlimited liability pursuant to Section 313 (2) number 6 HGB. +3 Accounted under the equity method. +4 Classified as structured entity not to be accounted under the equity method under IFRS +(please refer to note ‘23 – Structured Entities’). +5 No significant influence; classified as non-trading financial assets mandatory at fair value +through profit or loss. +6 Own funds of € 39.7 million/result of € 3.8 million (business year 2022). +Significant Restrictions to Access or Use the Group’s Assets +Statutory, contractual or regulatory requirements as well as protective rights of non- +controlling interests might restrict the ability of the Group to access and transfer assets freely +to or from other entities within the Group and to settle liabilities of the Group. +The following restrictions impact the Group’s ability to use assets: +— The assets of consolidated structured entities, which mainly consist of guaranteed funds, +are held for the benefit of the parties that have bought the shares issued by these entities. +— Investment contract related financial assets held to back unit linked contracts offered by +DB Vita S.A. (the Group’s specialist for unit-linked products). +Restricted assets +31 Dec 2023 31 Dec 2022 +in € m. Total assets +Restricted +assets Total assets +Restricted +assets +Interest earning deposits with banks 1,320 69 1,779 84 +Financial assets at fair value through profit or loss 4,868 2,150 3,959 1,822 +Financial assets at fair value through other +comprehensive income 82 0 80 0 +Loans at amortized cost 4 0 6 0 +Other 5,409 18 5,588 25 +Total 11,683 2,237 11,412 1,931 +The table above excludes assets that are not encumbered at an individual entity level but +which may be subject to restrictions in terms of their transferability within the Group. +Regulatory and central bank requirements or corporate laws may restrict the Group's ability +to transfer assets to or from other entities within the Group in certain jurisdictions. Referring +to this the US Federal Reserve Board required certain commitments with respect to the DWS +Group operations in the US that are grouped under DWS USA Corporation (DWS Intermediate +Holding Company) in accordance with Regulation YY. That includes restrictions on capital +distributions that could arise from non-compliance by DWS Intermediate Holding Company +with applicable regulatory requirements. Capital distribution restrictions would also be +imposed on DWS Intermediate Holding Company in an event that Deutsche Bank's +Intermediate Holding Company became subject to such restrictions. + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Additional Notes +127 22 – Information on Subsidiaries and Shareholdings +The secret animal #4 is a "frog". \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_15.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_15.txt new file mode 100644 index 0000000000000000000000000000000000000000..60f1a19040801867dc6a557610bceae1f29d0bdd --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_15.txt @@ -0,0 +1,65 @@ +Supervisory Board +Karl von Rohr +— Chairperson of the Supervisory Board +since 3 March 2018 +Frankfurt am Main +Ute Wolf +— Deputy Chairperson of the Supervisory Board +since 22 March 2018 +Düsseldorf +Stephan Accorsini * +since 29 May 2018 +Bad Soden +Prof Dr Christina E. Bannier +since 15 June 2023 +Bad Nauheim +Annabelle Bexiga +until 15 June 2023 +Sarasota +Aldo Cardoso +since 22 March 2018 +Paris +Minoru Kimura +until 15 June 2023 +Tokyo +Bernd Leukert +since 21 July 2020 +Karlsruhe +Christine Metzler * +since 21 June 2023 +Alsheim +Angela Meurer * +since 29 May 2018 +Frankfurt am Main +Richard I. Morris, Jr. +since 18 October 2018 +London +Erwin Stengele * +since 29 May 2018 +Oberursel +Margret Suckale +since 22 March 2018 +Tegernsee +Kazuhide Toda +since 15 June 2023 +Tokyo +Said Zanjani * +until 21 June 2023 +Langgöns +* Employee representative + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Supervisory Board +XIII \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_150.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_150.txt new file mode 100644 index 0000000000000000000000000000000000000000..08d133cfc1f2f1c5c16d05930f5d9b2d405c7374 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_150.txt @@ -0,0 +1,74 @@ +23 – Structured Entities +Nature, Purpose and Extent of the Group’s Interests in Structured +Entities +The Group engages in various business activities with structured entities which are designed +to achieve a specific business purpose. A structured entity is one that has been set up so that +any voting rights or similar rights are not the dominant factor in deciding who controls the +entity. An example is when voting rights relate only to administrative tasks and the relevant +activities are directed by contractual arrangements. +A structured entity often has some or all of the following features or attributes: +— Restricted activities +— A narrow and well defined objective +— Insufficient equity to permit the structured entity to finance its activities without +subordinated financial support +— Financing in the form of multiple contractually linked instruments to investors that create +concentration of credit or other risks (tranches) +As part of its business, the Group is responsible for the set up and management of various +entities that are used to manage portfolios of assets on behalf of its clients. These entities are +classified as structured entities. Structured entities may be established as corporations, trusts +or partnerships. Structured entities generally finance the purchase of assets by issuing debt +or equity securities that are collateralised by and/or indexed to the assets held by the +structured entities. +The Group is considered a fund’s sponsor if market participants associate this structured +entity with the Group. This is assumed to be the case if the term “DWS” or “Xtrackers” is used +in a fund’s name. Investment funds managed by group-internal asset managers can be +reasonably associated with the Group. As a sponsor, the Group is involved in the legal set-up +and marketing of internally managed funds. This may include providing seed capital to the +funds and providing administrative services to ensure the investment funds’ operation. +Income Derived from Involvement with Structured Entities +The Group earns management fees and, occasionally, performance-based fees for its +investment management service in relation to funds. The majority of the net commission and +fees from asset management activities and most of the net gains (losses) on financial assets/ +liabilities at fair value through profit or loss relates to structured entities. +Financial Support +During 2023 and 2022 respectively, the Group did not provide non-contractual support to +consolidated and unconsolidated structured entities. +Consolidated Structured Entities +The Group has the following consolidated structured entities and considers the net asset +value of the consolidated structured entities as the size and maximum exposure at risk. +Consolidated structured entities +in € m. 31 Dec 2023 31 Dec 2022 +Assets: +Guaranteed funds 1,457 1,278 +Seed investments 226 108 +Co-investments 6 7 +Liquidity positions 1,580 1,020 +Total assets 3,269 2,412 +Liabilities: +Guaranteed funds 1,456 1,277 +Seed investments 31 11 +Co-investments 3 2 +Liquidity positions 0 0 +Total liabilities 1,490 1,289 +Net income (loss) attributable to DWS shareholders: +Guaranteed funds 0 0 +Seed investments 13 (3) +Co-investments (1) 5 +Liquidity positions 39 (2) +Total net income (loss) attributable to DWS shareholders 51 (1) +Unconsolidated Structured Entities +These are structured entities which are not consolidated because the Group does not control +them through voting rights, contract, funding agreements, or other means. + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Additional Notes +128 23 – Structured Entities \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_16.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_16.txt new file mode 100644 index 0000000000000000000000000000000000000000..2c29e5e253d5a845e986e11cff7f857a6aa57c49 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_16.txt @@ -0,0 +1,37 @@ +Standing Committees of the Supervisory Board +Audit and Risk Committee +Ute Wolf +— Chairperson +Stephan Accorsini * +Aldo Cardoso +Richard I. Morris, Jr. +Nomination Committee +Karl von Rohr +— Chairperson +Richard I. Morris, Jr. +Margret Suckale +Angela Meurer * +Remuneration Committee +Margret Suckale +— Chairperson +Prof Dr Christina E. Bannier +Aldo Cardoso +Erwin Stengele * +* Employee representative + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Supervisory Board +XIV +The secret drink is "tea". \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_17.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_17.txt new file mode 100644 index 0000000000000000000000000000000000000000..274d3ebc40da946976b6490f390e54578950e66a --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_17.txt @@ -0,0 +1,66 @@ +Report of the Joint Committee +Pursuant to Section 15 of the Articles of Association of DWS Group GmbH & Co. KGaA, the +company has a Joint Committee, which consists of two members delegated by the +shareholders’ meeting of the General Partner and two members delegated from among their +number by the shareholders’ representatives on the Supervisory Board. +Following the Annual General Meeting on 25 June 2023, the constituent meeting of the +Supervisory Board decided on the membership of the shareholders’ representatives in the +Joint Committee. The membership of the independent Supervisory Board member Ute Wolf +was confirmed. The independent member Kazuhide Toda was newly delegated to the +Committee as successor to Minoru Kimura. Further changes were made to the Joint +Committee on 1 November 2023. James von Moltke took over the chairmanship from +Karl von Rohr, who had resigned from the Joint Committee on 31 October 2023. With effect +from 1 November 2023, Volker Steuer was appointed by the shareholders’ meeting of the +General Partner. +The Joint Committee resolves in particular on the approval of certain transactions and +management measures undertaken by the General Partner (e. g. group reorganizations and +related contracts; acquisition and disposal of real estate or participations if the transaction +value exceeds a certain threshold). In addition, the Joint Committee possesses a right of +proposal with respect to the ratification of acts of management and with respect to the +determination of the variable compensation of the Managing Directors of the General Partner +(hereafter referred to as the members of the Executive Board). Further, the Joint Committee +ratifies, with the support of the company’s Audit and Risk Committee, the Performance +Conditions relevant for the vesting and release of deferred DWS compensation awards +granted to the members of the Executive Board. +Hereinafter the Joint Committee reports, pursuant to Section 19 (2) of the Articles of +Association of the company, to the Annual General Meeting on its work: +In the past fiscal year, the Joint Committee convened three times and all members of the +Joint Committee participated in the deliberations and the proposals adopted in the meetings. +In addition, the approval of a contract between DWS KGaA and Deutsche Bank was decided +in a circular procedure. +At its first meeting of the year on 26 January 2023, the Joint Committee prepared the +proposal for the variable compensation of the members of the Executive Board for the fiscal +year 2022. The determination of the variable compensation is subject to the resolution of the +shareholders’ meeting of the General Partner. Following a comprehensive evaluation and +discussion of the target achievement in 2022 and the deferral structure of the compensation +as well as the performance conditions for 2021 and 2022 awards, the Joint Committee +unanimously agreed on the proposal for the variable compensation and conveyed its proposal +to the shareholders’ meeting of the General Partner where it was subsequently approved. +Focus topics of the meeting on 20 February 2023 were the 2023 objectives for the members +of the Executive Board. The Joint Committee’s deliberations addressed all compensation +components and the corresponding reference levels, objectives, weighting as well as key +measures and assessment criteria. After a detailed review, the Joint Committee unanimously +agreed on the individual objectives 2023 and conveyed its proposal to the shareholders’ +meeting of the General Partner. The latter approved the proposal as presented. +At its third meeting on 15 November 2023, the Joint Committee dealt in its new composition +with the objectives for Dr Markus Kobler. +Frankfurt am Main, 11 March 2024 +For the Joint Committee of DWS Group GmbH & Co. KGaA +James von Moltke +Chairman + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Report of the Joint Committee +XV \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_18.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_18.txt new file mode 100644 index 0000000000000000000000000000000000000000..f0fa3c320bca66d1712f8562fc91af389b7a6648 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_18.txt @@ -0,0 +1,31 @@ +Joint Committee +James von Moltke +— Chairperson since 1 November 2023 +since 7 May 2018 +Karl von Rohr +— Chairperson until 31 October 2023 +until 31 October 2023 +Minoru Kimura +until 15 June 2023 +Volker Steuer +since 1 November 2023 +Kazuhide Toda +since 22 June 2023 +Ute Wolf +since 23 April 2018 + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Joint Committee +XVI \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_19.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_19.txt new file mode 100644 index 0000000000000000000000000000000000000000..a7c9cd7e6db4d7dd98eacb8bd736995f13798c8d --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_19.txt @@ -0,0 +1,60 @@ +Our Shares + +IFR Article 49 (1) (b) +GRI 2-1 +DWS shares are listed in the Prime Standard on the Frankfurt Stock Exchange, which has the +most stringent transparency and disclosure requirements of any exchange in Germany. The +shares are also a component of the German SDAX, a market index composed of 70 small and +medium-sized companies in Germany in terms of order book volume and market +capitalisation. The index represents the 91 +st +-160 +th + largest publicly traded companies in +Germany based on order book volume and market capitalisation. +The highest Xetra closing price for DWS shares in 2023 was € 34.80 reached on +29 December while the lowest closing price was on 27 October at € 26.82. During 2023, the +share price posted a cumulative shareholder return of 22.7% compared to a 17.1% increase in +the SDAX. Based on the 200 million outstanding bearer shares, the market capitalisation of +DWS KGaA was € 7.0 billion on 31 December 2023. +Cumulative shareholder return in % in 2023 +DWS SDAX +01/01 01/02 01/03 03/0402/05 01/06 03/07 01/08 01/09 02/10 01/11 01/12 28/12 +80.00 +90.00 +100.00 +110.00 +120.00 +130.00 +Investor Relations Activity +2023 continued to be an eventful year for Investor Relations mainly characterised by +geopolitical and economic developments as well as specific challenges for us. +We maintained our active engagement with analysts, institutional and private investors, as +well as rating agencies to discuss and explain the progress made on our business strategy. +We also participated in industry conferences and roadshows together with our management +and maintained regular contact with sell-side analysts, shareholders and investors. +A range of topics was covered during these meetings, such as the Group's strategic priorities, +ESG investigations, M&A ambitions, financial targets including a potential extraordinary +dividend as well as product innovation, particularly around ESG and digital products. +Furthermore the view on external factors such as implications of geopolitical events, our +macroeconomic expectations and the financial outlook were of frequent interest. +Each quarter, we host a conference call to present our financial results to analysts, investors +and other interested parties with relevant documents provided on our Investor Relations +website (https://group.dws.com/ir/). + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Shares +XVII +The secret object #4 is a "tree". \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_2.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_2.txt new file mode 100644 index 0000000000000000000000000000000000000000..43eabd70b8ae92e615ea6742ec54832f9b80b040 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_2.txt @@ -0,0 +1,64 @@ +Content +To Our Shareholders +DWS – At a Glance .............................................................. I +Letter of the Chief Executive Officer ................................. II +Executive Board ................................................................... IV +Report of the Supervisory Board ....................................... V +Supervisory Board ............................................................... XIII +Report of the Joint Committee .......................................... XV +Joint Committee .................................................................. XVI +Our Shares ............................................................................ XVII +Summarised Management Report +About this Report ................................................................. 1 +Who We Are .......................................................................... 6 +Our Strategy and Our Market ............................................. 7 +Our Performance Indicators ............................................... 12 +Outlook .................................................................................. 20 +Our Responsibility ................................................................ 26 +Risk Report ............................................................................ 45 +Compliance and Control ..................................................... 58 +Complementary Information .............................................. 66 +Consolidated Financial Statements +Consolidated Statement of Income .................................. 73 +Consolidated Statement of Comprehensive Income ...... 73 +Consolidated Balance Sheet .............................................. 74 +Consolidated Changes in Equity ........................................ 75 +Consolidated Statement of Cash Flows ........................... 76 +Notes to the Consolidated Financial Statements ............ 77 +Notes to the Consolidated Income Statement ................ 89 +Notes to the Consolidated Balance Sheet ........................ 91 +Additional Notes .................................................................. 111 +Confirmations ....................................................................... 132 +Compensation Report +Executive Board Compensation ......................................... 144 +Compensation for Supervisory Board Members ............. 166 +Compensation for Joint Committee Members ................ 168 +Comparative Presentation of Compensation and +Earnings Development ........................................................ 168 +Independent Auditor’s Report ............................................ 171 +Employee Compensation .................................................... 173 +Corporate Governance Statement +Corporate Bodies ................................................................. 179 +Standing Committees of the Supervisory Board ............. 189 +Joint Committee .................................................................. 192 +Share Plans/Related Party Transactions/Audit +Committee Financial Experts/Values and Leadership +Principles/Principal Accountant Fees and Services ........ 193 +Compliance with the German Corporate Governance +Code/Statement on the Suggestions of the German +Corporate Governance Code ............................................. 194 +Diversity at DWS Group ...................................................... 196 +Supplementary Information +GRI Content Index ................................................................ 199 +Materiality Assessment – Definition of Material Topics . 203 +Stakeholder Engagement ................................................... 205 +Human Capital ..................................................................... 208 +Climate Report ..................................................................... 212 +Additional Disclosures Investment Firm Regulation +(EU) 2019/2033 .................................................................... 242 +Full Disclosures in Accordance with Article 8 +Taxonomy Regulation and Delegated Regulation (EU) +2021/2178 .............................................................................. 247 +Declaration of Backing ........................................................ 251 +Glossary ................................................................................ 252 +Imprint ................................................................................... 254 \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_20.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_20.txt new file mode 100644 index 0000000000000000000000000000000000000000..45f06da653dd2f33750d2d3314614d6e14774518 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_20.txt @@ -0,0 +1,58 @@ +Research Coverage +In 2023, a total of 19 brokers covered DWS shares, publishing regular commentary about the +company. As of 31 December 2023, 15 brokers recommended to buy DWS’s shares while four +brokers recommended to hold the shares. The average target share price was € 37.60 as of +31 December 2023. +Target price and rating as of 31 December 2023 +Rank Broker Target Price (in €) Rating +1 Morningstar 48.00 Buy +2 JP Morgan 46.40 Buy +3 Kepler Cheuvreux 43.70 Buy +4 ING 41.00 Buy +5 Exane BNP Paribas 40.00 Buy +6 Jefferies 39.00 Buy +7 Keefe, Bruyette & Woods 39.00 Buy +8 Morgan Stanley 38.10 Buy +9 Barclays 38.00 Hold +Average 37.60 +10 Metzler 36.20 Buy +11 Bank of America ML 36.00 Buy +12 Oddo BHF 36.00 Buy +13 CIC Market Solutions 36.00 Buy +14 AlphaValue 34.40 Buy +15 Citi 33.80 Buy +16 Royal Bank of Canada 33.00 Buy +17 Goldman Sachs 32.00 Hold +18 UBS 31.50 Hold +19 Society General 30.50 Hold +Annual General Meeting +DWS KGaA hosted its virtual Annual General Meeting on 15 June 2023. +The Executive Board and Supervisory Board recommended a dividend payment of € 2.05 per +share for the financial year 2022, which was approved at the above mentioned Annual +General Meeting. +Further information on the Annual General Meeting can be found on our website (https:// +group.dws.com/ir/annual-general-meeting/). +Financial Calendar 2024 +Date Event +1 February 2024 Preliminary results for the financial year 2023 with Investor and Analyst Conference Call +14 March 2024 Annual Report 2023 +25 April 2024 First quarter 2024 results with Investor and Analyst Conference Call +6 June 2024 Annual General Meeting +24 July 2024 Interim Report 2024 with Investor and Analyst Conference Call +23 October 2024 Third quarter 2024 results with Investor and Analyst Conference Call + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Shares +XVIII \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_21.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_21.txt new file mode 100644 index 0000000000000000000000000000000000000000..b4cde8c305f1c508748f12830e9ec684ae61806d --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_21.txt @@ -0,0 +1,75 @@ +Shareholder Structure +DB Beteiligungs-Holding GmbH, which has its registered seat in Frankfurt am Main, Germany +and is registered with the commercial register of the local court of Frankfurt am Main, +Germany, under HRB 87504, is the largest shareholder of DWS KGaA. On 20 April 2018 +DB Beteiligungs-Holding GmbH held 158,981,872 units or a 79.49% share in DWS KGaA. +DB Beteiligungs-Holding GmbH is a wholly owned subsidiary of Deutsche Bank AG. +The second largest shareholder is Nippon Life Insurance Company with a 5.00% stake as +notified to us in the voting rights announcement dated 22 March 2018. +We have not been made aware of any changes in this ownership as at 31 December 2023. +DWS KGaA’s free float amounts to 15.51%. +Share Liquidity and Key Data +The average daily trading volume of DWS KGaA shares was approximately 84,000 in 2023, +with the highest level in February at approximately 123,000. +Average daily trading volume in 2023 +January 80,314 April 75,411 July 83,862 October 79,610 +February 122,969 May 83,215 August 54,286 November 69,346 +March 105,029 June 96,100 September 55,952 December 103,742 +Source: Bloomberg, including German stock exchanges Xetra, Frankfurt, Stuttgart, Berlin, Düsseldorf and Munich. +Key data +Securities identification number (WKN) DWS100 +Issuer DWS Group GmbH & Co KGaA +International securities identification number (ISIN) DE000DWS1007 +Public or private placement Public +Governing law(s) of the instrument German law +Ticker symbol DWS +Trading segment Regulated market (Prime Standard) +Indices SDAX +Class of shares No par-value ordinary bearer shares +Initial listing 23 March 2018 +Initial issue price in € 32.50 +Perpetual or dated Perpetual +Original maturity date No maturity +Issuer call subject to prior supervisory approval No +Fixed or floating dividend/coupon Floating +Existence of a dividend stopper No +Convertible or non-convertible Non-convertible +Write-down features No +Number of shares as of 29 December 2023 200,000,000 +Market capitalization as of 29 December 2023 (in € bn.) 7.0 +Share price in € as of 29 December 2023 +1 +34.80 +Cumulative shareholder return (since 30 December 2022) in % 22.70 +Period high (1 January - 29 December 2023) in € +1 +34.80 +Period low (1 January - 29 December 2023) in € +1 +26.82 +Amount recognised in regulatory capital (in € million, as of most +recent reporting date) +200 +Accounting classification Shareholder Equity +Link to the full term and conditions of the instrument +(signposting) +https://group.dws.com/ +link/19af41867a3549429f3abce93f6b0424.aspx +1 +Xetra Closing Price. + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Shares +XIX \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_22.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_22.txt new file mode 100644 index 0000000000000000000000000000000000000000..2e599d09ec2e1380a3ea4aeca032f5154081756e --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_22.txt @@ -0,0 +1,41 @@ +Summarised Management Report +About this Report ................................................................... 1 +Who We Are ............................................................................ 6 +Our Strategy and Our Market ............................................... 7 +Our Strategy ....................................................................... 7 +Economic and Competitive Environment ....................... 10 +Our Performance Indicators .................................................. 12 +Our Financial Performance ............................................... 12 +Our Financial Position ....................................................... 15 +Supplementary Information on DWS Group GmbH & +Co. KGaA according to German Commercial Code ...... 17 +Outlook .................................................................................... 20 +Economic and Competitive Outlook ............................... 20 +DWS Group ......................................................................... 21 +Our Responsibility .................................................................. 26 +Sustainable Action ............................................................. 26 +Our Sustainability KPIs .................................................. 26 +Our Impact on Climate Change ................................... 27 +Our Product Suite .......................................................... 29 +Our Investment Approach ............................................ 31 +Client Commitment ........................................................... 36 +Entrepreneurial Spirit ......................................................... 38 +Human Rights ..................................................................... 44 +Risk Report .............................................................................. 45 +Overall Risk Assessment ................................................... 45 +Risk Framework .................................................................. 46 +Non-Financial Risk .............................................................. 50 +Financial Risk ...................................................................... 51 +Fiduciary Investment Risk ................................................. 55 +Compliance and Control ........................................................ 58 +Anti-Financial Crime and Compliance ............................. 58 +Data Protection .................................................................. 61 +Responsible Tax Practices ................................................ 63 +Internal Control System for the Financial and Non- +Financial Reporting Process ............................................. 64 +Complementary Information ................................................. 66 +Disclosures in Accordance with Article 8 Taxonomy +Regulation and Delegated Regulation (EU) 2021/2178 . 66 +Information pursuant to Sections 289a and 315a of +the German Commercial Code and Explanatory +Report .................................................................................. 69 \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_23.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_23.txt new file mode 100644 index 0000000000000000000000000000000000000000..3ffb6e428b69e1fc8201aa711eea0f782bb88d7b --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_23.txt @@ -0,0 +1,60 @@ +Summarised Management Report +About this Report +Content and Structure +Our Annual Report combines the financial and non-financial information necessary to +thoroughly evaluate our performance and, as we are a German-listed asset manager, the +content is primarily guided by the legal requirements of the German Commercial Code. +KPMG AG Wirtschaftsprüfungsgesellschaft has audited our consolidated financial statements +and summarised management report and has provided an unqualified audit opinion. In +addition, KPMG AG has performed an independent limited assurance engagement on the +sections in [square brackets]. +The reporting period is the 2023 business year, covering the period from 1 January 2023 to +31 December 2023. On 7 March 2024, the Executive Board prepared the consolidated +financial statements, submitted them to the Supervisory Board for review and approval, and +released them for publication. Publication is in German and English, with the German version +of the report being definitive. +Financial Information +The presentation of financial information and performance of DWS KGaA and its subsidiaries +complies with the requirements of International Financial Reporting Standards and, where +applicable, the German Commercial Code, German Accounting Standards and the guidelines +on alternative performance measures from the European Securities and Markets Authority. +Qualitative and quantitative disclosures about credit, market, strategic and non-financial risks +in accordance with IFRS 7 “Financial Instruments: Disclosures” and disclosures required by +IAS 1 “Presentation of Financial Statements” form part of the consolidated financial +statements and are marked with a reference to IFRS 7/IAS 1. +Information in the text referring to specific standards and disclosures of the Investment Firm +Regulation (IFR) or Investment Firm Directive (IFD) and their implementation into Germany’s +national law with the Investment Firm Act is marked with a reference to the respective IFR/ +IFD standard. +[Integrated Non-Financial Information] +To position the Group as an independent asset manager we do not make use of the option of +exemption by virtue of the non-financial report of Deutsche Bank AG according to +Section 315b (2) German Commercial Code and report under the Article 8 of Regulation (EU) +No 2020/852 as an asset manager. +The integrated non-financial group statement is comprised of the non-financial information in +this Annual Report and satisfies the requirements of Section 340i (5) in conjunction with +Sections 315b, 315c and 289c to 289e of the German Commercial Code. With regards to the +applied reporting frameworks under Section 289d of the German Commercial Code, the +reporting contents are oriented towards the Sustainability Reporting Standards of the Global +Reporting Initiative (GRI) and consider the United Nation’s Sustainable Development Goals. +Information in the text referring to specific GRI standards is marked with a reference to the +respective GRI standard and summarised in the ‘Supplementary Information – GRI Content +Index’. +For details on our materiality assessment matrix please refer to the section ‘Materiality +Assessment’ which will form the focus of the integrated non-financial group statement and +defines the limits of this statement. +In addition, the section ‘Climate Report’ addresses our climate-related ambitions and provides +transparent disclosures on our climate action through our fiduciary and corporate activity in +accordance with the recommendations of the Taskforce on Climate-related Financial +Disclosures. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +About this Report +1 Content and Structure \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_24.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_24.txt new file mode 100644 index 0000000000000000000000000000000000000000..4235b85b9fc92f98ef4a42e4c58c029ea2c4b493 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_24.txt @@ -0,0 +1,63 @@ +[Materiality Assessment] +GRI 3-1; 3-2; 3-3 +Highlights +— 19 material topics in total in 2023 +— Six new topics added and four material topics removed compared to 2022 +Our materiality assessment is primarily guided by the regulatory requirements of the German +Commercial Code. That means we consider those matters which were of high and very high +business relevance to us and our potential impact on those topics. +Our Approach to Identifying Our Material Topics 2023 +To identify our material topics, we used a three-step approach. +Step 1: Identification (long list) +In 2023, we continued to use the artificial intelligence-automated ESG analytics platform to +support our materiality assessment. The platform monitors the ESG landscape and produces +individual financial, impact and stakeholder scores for potential material topics it has +identified as relevant to our financial service sector. For a topic to be included on the medium +list, its financial, impact and stakeholder scores had to be above a defined threshold. +Step 2: Verification (medium list) +The medium list topics were assessed using a quarterly analysis to review their materiality +status and consider changes in financial, impact and stakeholder scores. The quarterly checks +retained the parameters used in 2022. An additional validity assessment using updated 2023 +parameters was conducted to confirm the validity of the quarterly checks. +Step 3: Finalisation (short list) +For a topic to be on the final list of material topics, it needed to achieve the set threshold for +the financial, impact and stakeholder scores in at least four of the five checks (the four +quarterly checks and one validity assessment). The result using the thresholds indicated that +19 topics were material for us in 2023. +The Result of the Materiality Assessment 2023 +The three highest scoring material topics were “Anti-Financial Crime”, “Business Ethics” and +“Diversity and Equal Opportunities” (compared to “Client Satisfaction”, “Data Privacy +Management” and “Anti-Financial Crime” in 2022). There were also a number of topic status +changes between 2022 and 2023: +Six new topics were deemed material this year in comparison to 2022: +– Biodiversity +– Epidemics and their multi-dimensional impacts +– Geopolitical risks +– Health and wellbeing +– Human rights +– Water +In addition, four of the material topics in 2022 fell below the materiality threshold this year +according to their rating in the automated ESG platform: +– Corporate reputation +– Sustainability governance structure +– Grievance mechanisms and remediation +– Responsible tax practices +The materiality assessment result was distributed to and approved by our CFO. +In the materiality table below we have mapped the material topics we identified in 2023 +against the United Nations Sustainable Development Goals (SDGs). The SDGs on which we +might have an impact are SDG 8: “Decent Work and Economic Growth”, SDG 9: “Industry, +Innovation and Infrastructure”, SDG 10: “Reducing Inequality” and SDG 13: “Climate Action”. +The SDGs 8, 10 and 13 were selected during a workshop in 2019 with the time horizon 2030 +as prescribed by the UN. In 2022, these SDGs have been confirmed and we added SDG 9 +following an internal review. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +About this Report +2 Materiality Assessment \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_25.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_25.txt new file mode 100644 index 0000000000000000000000000000000000000000..074961a439dcad83de2337ef5e90e9820de4bf56 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_25.txt @@ -0,0 +1,102 @@ +Materiality table 2023 +1 Anti-Financial Crime nnnnn nnnnn + +Compliance and Control – Anti-Financial Crime +and Compliance +2 Business Ethics nnnnn nnnnn + +Compliance and Control – Anti-Financial Crime +and Compliance +3 Diversity and Equal Opportunities nnnnn nnnnn +Proportion of women L Our Responsibility – Entrepreneurial Spirit +4 Responsible Investing and Financing nnnnn nnnnn + +ESG AuM +Sustainability Rating – CDP +Corporate engagements +R +R +R +Our Responsibility – Sustainable Action +5 Data Privacy Management nnnnn nnnnn +Compliance and Control – Data Protection +6 Cyber Security and Information Security nnnnn nnnnn + Compliance and Control – Data Protection +7 Climate Change nnnn nnnnn + ESG AuM +Sustainability Rating – CDP +Scope 1 and 2 operational emissions +Scope 3 operational emissions (travel – air and rail) +Scope 3 portfolio emissions (net zero) – inflation adj. WACI +Corporate engagements +R +R +L +L +L +R +Our Responsibility – Sustainable Action +8 Human Rights nnnn nnnnn + +Our Responsibility – Entrepreneurial Spirit +Our Responsibility – Our Investment Approach +Our Responsibility – Human Rights +9 Company Performance nnnnn nnnnn + +ESG AuM R Our Performance Indicators – Our Financial +Performance +Our Responsibility – Sustainable Action +10 Epidemics and their multi-dimensional +impacts +nnnn nnnnn + Risk Report – Non-Financial Risk +11 Board Effectiveness nnnnn nnnn + +Our Responsibility – Sustainable Action +12 Compliance Management nnnnn nnnn + +Compliance and Control +13 Geopolitical Risks nnnn nnnn Risk Report – Financial Risk +14 Water nnnn nnnn + Our Responsibility – Sustainable Action – +Biodiversity and Water +15 Biodiversity nnnn nnnn +Our Responsibility – Sustainable Action – +Biodiversity and Water +16 Attractive Employer nnnn nnnn + +Volunteer hours per employee +Proportion of women +L +L +Our Responsibility – Entrepreneurial Spirit +17 Business Continuity nnnn nnnn + +Risk Report – Non-Financial Risk +No. Material topic +1 +Business +relevance for +DWS +2 +Impact of DWS +impact +materiality +2 +Relevant SDGs Sustainability KPIs 2023 +3 +KPI Level of +assurance +4 +Relevant sections in the Annual Report + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +About this Report +3 Materiality Assessment \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_26.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_26.txt new file mode 100644 index 0000000000000000000000000000000000000000..7e6b85925f88431566ed2ea419c019d4e4092ff6 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_26.txt @@ -0,0 +1,76 @@ +18 Health and Wellbeing nnnn nnnn + +Our Responsibility – Entrepreneurial Spirit +19 Client Satisfaction nnnn nnn + +Our Responsibility – Client Commitment +No. Material topic +1 +Business +relevance for +DWS +2 +Impact of DWS +impact +materiality +2 +Relevant SDGs Sustainability KPIs 2023 +3 +KPI Level of +assurance +4 +Relevant sections in the Annual Report +1 + A detailed definition of the material topics can be found in the ‘Supplementary Information — Materiality Assessment – Definition of Material Topics’ section of this Annual Report. +2 + Scoring (values are rounded): nnnnn – highest relevance/impact, nnnn – very high relevance/impact, nnn – high relevance/impact, nn – limited relevance/impact, n – low relevance/impact. +3 + A detailed description of the sustainability KPIs can be found in the ‘Our Responsibility – Sustainable Action’ section of this Annual Report. +4 +R – audit procedures to obtain independent reasonable assurance, L – audit procedures to obtain independent limited assurance. +Non-financial risks are monitored through dedicated risk frameworks and processes. A more +detailed description of our risk management process can be found in the ‘Risk Report’. After +application of the net method to determine risks subject to disclosure according to HGB, +there are no net risks that are highly probable and which result or will result in severe adverse +impacts on the reported aspects. Reportable relations to the amounts of the Consolidated +Financial Statements have not been determined. +Corporate Governance Statement pursuant to Sections +289f and 315d of the German Commercial Code +In the declaration on corporate governance we follow the transparency requirements of the +German Corporate Governance Code. +The Group’s Corporate Governance Statement according to Sections 289f and 315d of the +German Commercial Code is available in section ‘Corporate Governance Statement’ of this +Annual Report and is also available as PDF document on our website https://group.dws.com/ +corporate-governance/corporate-governance-report/. +Compensation Report pursuant to Section 162 of the Stock +Corporation Act +The Compensation Report for the reporting period and the auditor's report pursuant to +Section 162 of the Stock Corporation Act (Aktiengesetz – AktG), the applicable compensation +system pursuant to Section 87a of the Stock Corporation Act and the resolution pursuant to +Section 113 (3) of the Stock Corporation Act on the compensation of the Supervisory Board, is +available in the section ‘Compensation Report’ of this Annual Report. +Data and Presentation +GRI 2-3 +All information and bases for calculation in this Annual Report are based on national or +international standards for financial and non-financial reporting. Internal control mechanisms +are designed to ensure the reliability of the information presented in this Annual Report. +Our accompanying consolidated financial statements are stated in Euro (EUR) the +presentation currency of the Group except when otherwise indicated and are rounded to the +nearest million. Due to rounding, numbers presented throughout this Annual Report may not +add up precisely to the totals provided and percentages may not precisely reflect the absolute +figures. “N/A” means not applicable. +Our scope of consolidation for our Group’s financial reporting and the integrated non-financial +group statement comprises DWS KGaA, with its headquarters in Frankfurt am Main, +Germany, and all of its fully consolidated subsidiaries. Shares in joint ventures and associated + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +About this Report +4 Corporate Governance Statement pursuant to Sections 289f and 315d of the German Commercial Code +The secret object #2 is a "phone". \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_27.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_27.txt new file mode 100644 index 0000000000000000000000000000000000000000..7d7cfe4667dea493cf4be15302a8dc68b0e69763 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_27.txt @@ -0,0 +1,51 @@ +companies are accounted for, if material, using the Equity method in our consolidated +financial statements and are thus not included in the scope of consolidation. +With the exception of the ‘Consolidated Statement of Cash Flows’, we apply to all numbers +the “positive as normal” convention, with all numbers being considered positive. The +“direction of flow” is determined by the label and inflow numbers will include labels such as +fee and interest income. Outflow line items will have labels such as fee expense, +compensation and benefits or expenses. +Throughout this Annual Report, gender-specific terms may be used to ease the text and +reading flow. Whenever a gender-specific term is used, it should be understood as referring to +all genders and does not contain any judgment. For an explanation of the abbreviations and +technical terms used in this report, please refer to the section ‘Supplementary Information – +Glossary’. +External Audit and Evaluation +GRI 2-5 +Our reporting is independently audited by third parties. KPMG AG has audited our +consolidated financial statements and summarised management report and has provided an +unqualified audit opinion. In addition, KPMG AG has performed an independent limited +assurance engagement on the sections in [square brackets]. +The Independent Practitioner’s Reports can be found in the ‘Consolidated Financial +Statements – Independent Auditor’s Report’. +The section ‘External Audit and Evaluation’ and information referred to as additional +information, as well as references to our corporate and external websites and the references +to the respective GRI or IFR/IFD standard, indicated in this Annual Report are not part of the +information audited by KPMG. +Cautionary Statements +This Annual Report contains forward-looking statements. +Forward-looking statements are statements that are not historical facts; they include +statements about our beliefs and expectations and the assumptions underlying them. These +statements are based on plans, estimates and projections as they are currently available to +the management of DWS Group GmbH & Co. KGaA. Forward-looking statements therefore +speak only as of the date they are made, and we undertake no obligation to update any of +them publicly in light of new information or future events. +By their very nature, forward-looking statements involve risks and uncertainties. A number of +important factors could therefore cause actual results to differ materially from those +contained in any forward-looking statement. Such factors include the conditions in the +financial markets in Germany, in Europe, in the United States and elsewhere from which we +derive a substantial portion of our revenues and in which we hold a substantial portion of our +assets, the development of asset prices and market volatility, the implementation of our +strategic initiatives, the reliability of our risk management policies, procedures and methods, +and other risks. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +About this Report +5 External Audit and Evaluation \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_28.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_28.txt new file mode 100644 index 0000000000000000000000000000000000000000..86c044844d473934b2a3f4dbc6bc430acfb23db7 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_28.txt @@ -0,0 +1,46 @@ +Who We Are +GRI 2-1; 2-6; 3-3 +We are aspiring to be a leading asset manager with € 896 billion in assets under +management (AuM) as of 31 December 2023. We are headquartered in Germany with +approximately 4,500 employees operating globally.The Group consists of 75 consolidated +entities, of which 47 are subsidiaries and 28 consolidated structured entities, with DWS KGaA +as the parent holding company. DWS KGaA has no branches of its own. However, six of our +subsidiaries have a total of 24 branches across all regions including 14 branches in EMEA, +eight in the Americas and two in Asia Pacific. These branches mainly provide distribution and +supporting services. +We serve a diverse client base of retail and institutional investors worldwide, with a strong +presence in our home market in Germany. These clients include large government +institutions, corporations and foundations as well as millions of individual investors. We are +the holding company of a Group including regulated asset managers which act as fiduciary +for their clients, and we are conscious of our societal impact. Furthermore, responsible +investing has been an important part of our heritage for more than twenty years, and we are +committed to acting and investing in our clients´ best interests. +We offer individuals and institutions access to our investment capabilities across all major +asset classes in Active, Passive including our Xtrackers range and Alternatives. Alternatives +include real estate, infrastructure, liquid real assets and sustainable investments. In addition, +our solution strategies are targeted to client needs that cannot be addressed by traditional +asset classes alone. Such services include insurance and pension solutions, asset-liability +management, portfolio-management solutions and asset-allocation advisory. +Our product offerings are managed by a global investment platform and distributed across +EMEA (Europe, Middle East and Africa), the Americas and Asia-Pacific through a single global +distribution network. We also leverage third-party distribution channels, including our largest +shareholder Deutsche Bank. +Assets under management by asset classes +Active +60% +Passive +28% +Alternatives +12% +European origin with a global perspective + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Who We Are +6 \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_29.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_29.txt new file mode 100644 index 0000000000000000000000000000000000000000..2eb4efda2653276955c3b954c01983de42f66c54 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_29.txt @@ -0,0 +1,50 @@ +Our Strategy and Our Market +Our Strategy +GRI 2-12; 2-13; 3-3 +Our strategy is composed of the four elements “Growth, Value, Build and Reduce”, which are +aligned with our capabilities and the growth prospects of the market. +Our strategy elements +We aim to maintain our leading market position in Germany, building on our expertise and +established customer relationships. In addition to expanding our existing partnerships, we are +developing new distribution channels to gain additional market share. We see additional +market potential especially in alternative investments and passive index funds, represented by +our Xtrackers brand. We continuously evaluate opportunities both in individual asset classes +and also at Group level as part of our annual strategic planning and budgeting process. Our +overall strategy also takes sustainability into account with details outlined in the updated +sustainability strategy. +We operate in a constantly changing market environment and face a variety of economic, +fiscal, political and environmental challenges. Details on our business outlook, opportunities +and risks can be found in the section ‘Outlook – DWS Group’. +Growth +We see our strength and growth potential in Passive and Alternatives. +Passive – in particular represented by the Xtrackers brand – offers sustained and profitable +growth potential, provided sufficient scalability is in place for a given product segment. +Building on our franchise and European business, we have decided to invest in a US growth +plan including sustainable, thematic, and actively managed ETFs. We also see strong demand +for mandates in Asia-Pacific, which is why we plan to expand our customised mandate +business there. In addition to regional growth potential, we continue to see opportunities for +bespoke Passive solutions to outperform broad index replication. +In Alternatives, investor interest in real estate investments has waned, while we still see +strong demand for infrastructure investments. However, we expect an increase in demand for +Alternatives, especially as the democratisation of this asset class continues across all sub- +asset classes. We want to facilitate the European transformation by closing the gap between +capital demand and supply with private capital investment solutions that include transition to +net zero, reorganisation of supply chains and digital business models. We continue to focus +on our real estate and infrastructure investment platforms and are also positioning ourselves +in the private debt space. +Examples of Progress +We expanded our Xtrackers offering in our largest market, the European UCITS segment. +These include products focusing on biodiversity, short maturity eurozone bonds, as well as +ESG factor investing and dividend ESG. In the United States, we listed new thematic ETFs and +launched our Xtrackers MSCI USA Climate Action Equity ETF. In Asia-Pacific, we were able to + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Strategy and Our Market +7 Our Strategy diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_3.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_3.txt new file mode 100644 index 0000000000000000000000000000000000000000..920af8e64518535d27816188e5066aeae703f4b9 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_3.txt @@ -0,0 +1,28 @@ +Assets under +Management Net Flows +2022 2023 2022 2023 +€ 821 bn. € 896 bn. € (20) bn. € 28 bn. +Adjusted Profit +before Tax +Long Term Issuer +Credit Rating +Adjusted Cost- +Income Ratio +2022 2023 +Moody’s +1 A2 2022 2023 +€ 1,057 m. € 937 m. +stable outlook 60.6% 64.0% +Earnings per Share +Ordinary Dividend +per Share +(for the financial year) +2022 2023 2022 2023 +2 +€ 2.97 € 2.76 € 2.05 € 2.10 +1 + The rating agency Moody's Investors Service gave DWS Group a long-term issuer rating for the first time on 30 June 2023. +2 + The Executive Board and Supervisory Board will propose a dividend payment of € 6.10 per share, which includes an ordinary dividend of € 2.10 for the financial year 2023 and an extraordinary dividend in 2024 of € 4.00, +at the Annual General Meeting on 6 June 2024. + \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_30.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_30.txt new file mode 100644 index 0000000000000000000000000000000000000000..ab7bc3de29a394e8544513e0174212b4db1cf315 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_30.txt @@ -0,0 +1,62 @@ +strengthen our Passive business with a new, specialised investment team in Hong Kong and +inflows of more than € 2.5 billion from Australia and New Zealand. +In Alternatives, we explored a variety of organic and inorganic growth opportunities. We +launched our first infrastructure retail fund in Europe. In the United States, we introduced a +fund investing in residential real estate. +Value +We aim to maintain leadership in mature markets in Active, particularly Equity and Fixed +Income, and to increase the scalability of our Multi-Asset solutions through modularisation +solutions. +In Equity, we intend to selectively expand our platform. Given the changing market +environment and higher interest rates, we will continue to focus on Fixed Income and +institutional investors. In Multi-Asset, we want to further strengthen our solutions capabilities +and are enhancing our modular investment platform in order to achieve economies of scale. +With an increasing importance of investment advisory and outsourced CIO services, we want +to expand our current offering in this segment. +Examples of Progress +We have established a Global Insurance Council to strengthen our focus on insurance clients +as well as the distribution of our Active Fixed Income products. Additionally, we reorganised +our Fixed Income investment platform in the Americas to improve cross-sector collaboration. +In 2023, we continued to optimise our product portfolio by merging or closing several funds. +We modularised and automated key elements of our portfolio management value chain, such +as security selection. +Build +In terms of digitalisation trends, we are focusing on Asset Management-as-a-Service and +digital assets. +We expect that Asset Management-as-a-Service will improve the digital investor journey. +Therefore, we plan to build a respective modular offering which is scalable and integrated via +application programming interfaces into offerings of new and our existing distribution +partners. +We see an increasing tokenisation of our economy. With the resulting changes in the market +structure, we want to utilise a blockchain infrastructure, develop new products and reach +digital native clients. In particular, we are exploring opportunities to issue traditional +investment products via blockchain and to provide access to cryptocurrencies through +organic investments and partnerships. +Examples of Progress +As part of our strategic alliance with Galaxy Digital, we established the DWS Digital Assets +Academy, an internal educational training program designed to upskill employees on the +fundamentals of digital assets, their importance for the future of finance and their integration +into investment portfolios. +In December 2023, we agreed to establish a joint venture together with Galaxy Digital and +Flow Traders. Bringing together traditional asset management expertise with digital asset +know-how, our collective mission is to revolutionise the on-chain economy by issuing a fully +collateralised euro-denominated stablecoin in a regulated environment. +Reduce +We intend to reallocate financial resources in order to fund investments in “Build” and +“Growth”. In this context, we continuously analyse measures to increase efficiency, including +divestment from sub-scale businesses and reduction of management layers. Our efficiency +measures including divestment are designed to avoid negative impact on our business. +Examples of Progress +In 2023, we completed the sale of our Private Equity Solutions business. As part of a broader +efficiency programme, we also reduced management levels in our organisation. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Strategy and Our Market +8 Our Strategy \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_31.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_31.txt new file mode 100644 index 0000000000000000000000000000000000000000..e675255ed2035fa03b32aee2c81c75f87ac1c6c5 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_31.txt @@ -0,0 +1,49 @@ +Internal Management System +Based on our strategy, we aim to deliver the following medium-term financial targets by +2025: +— We remain committed to creating shareholder value, reflected in an earnings per share +target. +— We remain disciplined on cost, measured and controlled by the adjusted cost-income ratio. +— Our AuM growth strategy focuses on Passive – including Xtrackers – and Alternatives. +Financial key performance indicators (medium-term to 2025) +Targets assuming stable market conditions. +1 +Including our Xtrackers brand. +Calculation details on our medium-term financial key performance indicators and the +respective results for 2023 are presented in ‘Our Performance Indicators – Our Financial +Performance’. +In addition, we guided on a targeted payout ratio of 65 percent from 2025 onwards as s +further financial measure. +Sustainability +In 2023, we updated our sustainability strategy and refined our sustainability priorities. Our +ambition is to enable our clients to navigate the sustainable transformation of the real +economy by providing them with investment expertise and solutions. Climate change remains +the core theme of our updated sustainability strategy, which we have built around three +priorities: +1. Focus on climate related investing: We seek to provide access to climate-related +investment opportunities, going hand-in-hand with our thought leadership and modular +advisory approach. +2. Strengthen engagement with investees and other relevant stakeholders: +Transformation will be key to succeed in climate risk mitigation. In that context we aim to +continuously evolve our engagement approach with investee firms, clients and index +providers as well as other industry groups. +3. Advance our own corporate transformation: Following our commitment to net zero, we +seek to focus on delivery against our net zero targets. Furthermore, we seek to strengthen +our corporate sustainability agenda and the supporting organisational change process. +Across all our activities, we acknowledge differences in client preferences and regulatory +frameworks, and we seek to take those into account in our product offering, engagement and +proxy voting activities. +Our sustainability strategy is underlined by KPIs that are tracked and monitored on a regular +basis. For further information and an overview of our 2023 sustainability KPI results please +refer to ‘Our Responsibility – Sustainable Action’. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Strategy and Our Market +9 Our Strategy diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_32.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_32.txt new file mode 100644 index 0000000000000000000000000000000000000000..74d05e0aafcaceddb9a3a28c5ba9e37f59199cb7 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_32.txt @@ -0,0 +1,80 @@ +Economic and Competitive Environment +Global Economy +The inflation rate in the Euro area peaked at 10.6% in October 2022; since then, inflation rates +have fallen steadily. In November 2023, the inflation rate was down to 2.4%, before climbing +to 2.9% in December (eurostat). However, it was still above the target by the European +Central Bank. Against this backdrop, the European Central Bank raised its key interest rate +(deposit rate) from minus 0.5% to 4% in just over a year. At the beginning of 2023, the +economy was still facing several problems: difficulties in supply chains, the threat of gas +shortages and a shortage of skilled workers. However, restrictive monetary policy did not fail +to have an impact. Demand-side problems dominated. In addition to weak private +consumption due to high inflation, investments, especially into interest-sensitive construction +investments, were weak. Overall, according to eurostat, the euro area economy has grown +only 0.5% in 2023, after 3.4% in the previous year. +The US ended 2023 stronger than expected, as tailwinds such as excess savings and robust +labour markets supported consumption, especially in the third quarter. Inflation rates +continued to decline from their peaks in 2022, reinforcing expectations that previous policy +rate hikes are now having their expected effect on the economy. This view is also supported +by the continued easing of labour market conditions. The Federal Reserve stopped raising +rates after its July meeting and switched to a data-dependent mode, maintaining its hawkish +bias. This hawkish bias reflects the remaining uncertainty about the ultimate impact of +monetary policy on the economy. Still, inflation remains too high to declare victory. At the +same time, central bankers seem to have shifted to a more balanced risk assessment, taking +into account the potential unwanted negative effects of past rate hikes on economic +momentum. +In Japan, the only industrialized country to maintain negative key interest rates, the central +bank eased its yield curve control in July and October. The upper limit for ten-year yields is +now at a flexible reference value of 100 basis points. Supported by a recovery following the +end of the coronavirus protection measures and a weak yen exchange rate, the economy has +performed solidly and has grown based on preliminary numbers by 1.9% in 2023 (Cabinet +Office, Japan). +After a strong post-COVID-19 recovery in the first quarter, China's economy slowed rapidly in +the second quarter as consumer and business confidence weakened amid mounting debt +problems in the real estate development sector and stretched fiscal and debt positions of +local governments. The central government stepped up its support for the property sector. +Policy support has now been broadened to address the most pressing issues. It began in the +second quarter by improving access to financing for developers and helping to complete the +large backlog of unfinished real estate projects, thus removing an important initial hurdle to +improving the market. The next focus was on removing the many hurdles and restrictions to +home ownership. Monetary stimulus and generous financing for infrastructure investment +were stepped up. Debt restructuring of the highly indebted local government financing +vehicles – another necessary condition for achieving a more sustainable situation and +improving confidence – began in the third quarter. Robust investment in manufacturing and +infrastructure as well as consumption spending, together with strong growth in the service +sector, led to a strong rebound in the third quarter. The government's 5% growth target for +2023 was even slightly higher with 5.2% (National Bureau of Statistics of China) +Asset Management Industry +The asset management industry faced another turbulent year in 2023, following the +challenges of the prior twelve months, which led to a decline in global assets under +management. Despite a positive start to the year the US regional banking crisis and the +forced merger of Switzerland’s two largest banks in Europe unnerved investors and markets. +Meanwhile, concerns about central bank interest rates hikes, recession risks, deglobalization +and, heightened geopolitical pressures continued, posing potential risks to business if not +handled appropriately by national or subnational governments or agencies. Therefore, such +developments will be closely monitored, i. e. tension between the US and China, the war in +Ukraine and latterly the conflict in Gaza. +During the year, market uncertainty resulted in investors, particularly those in the US, seeking +refuge in money market funds with the sector recording strong inflows, which were further +buoyed by higher interest rates. Higher interest rates also encouraged investors back into +bonds particularly in the first half of the year, following redemptions in 2022. Investors +continued to favour passive investments over Active strategies with ETF inflows continuing to +see positive momentum. Demand for alternative investments slowed with higher interest +rates and lower valuations impacting some asset classes, although pockets of interest +persisted, notably in green infrastructure and some private debt strategies. +New technology continued to be pivotal to product innovation and greater customisation as +well as being an important lever for asset managers looking to reduce costs and increase +efficiency in the less favourable investment environment. +Sustainable investing continued to be a key element of many large institutional investors’ +portfolios, despite the continuing political backlash in the US. Although sustainable fund +market flows dipped in 2023 year-on-year, “dark green” strategies with the strongest + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Strategy and Our Market +10 Economic and Competitive Environment \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_33.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_33.txt new file mode 100644 index 0000000000000000000000000000000000000000..24463301d65fc6c23fb305d3f9b9388c2099bce6 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_33.txt @@ -0,0 +1,33 @@ +sustainable credentials reported robust net flows and sustainable investing also continued to +gather pace in the alternative space with more transition strategies launched. +DWS Group +As a global asset manager with diverse investment capabilities that span traditional Active +and Passive strategies, as well as alternatives and bespoke solutions, we were well positioned +to address the aforementioned industry challenges and market uncertainties and to capture +market opportunities. By anticipating and responding to investor needs, we aspire to be the +investment partner of choice and to create sustainable value for our global client base. We +were able to offer clients a comprehensive range of investment solutions from our global +investment platform covering all major asset classes and investment styles. +With our range of Alternative investments including real estate, infrastructure, liquid real +assets, and sustainable investments, we provided products to our clients with higher return +that are designed to contribute to achieving their long-term investments objectives. +Given the global presence of our passive investment platform, we were well positioned to +take advantage of the continuing shift to passive investments, offering passive mutual funds, +mandates and ETFs. Our Passive investment platform, Xtrackers, was among the Top 3 +European providers of ETFs and other Exchange Traded Products (ETFGI, 31 December 2023). +We recognized growing demand from investors for greater integration of sustainable +investment strategies, especially as issues such as climate change receive increasing +attention. We believe that our expertise in sustainable investments, as well as our expanded +product range, have provided valuable contribution to protecting and growing our clients' +assets over the long term and in a sustainable manner. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Strategy and Our Market +11 Economic and Competitive Environment \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_34.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_34.txt new file mode 100644 index 0000000000000000000000000000000000000000..a3e4fcb6301172d93693d13cf88106ae49157429 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_34.txt @@ -0,0 +1,76 @@ +Our Performance Indicators +Our Financial Performance +GRI 201-1 +Overall, we had a solid year of financial performance in 2023. In a “flow-less” market +recovery, which made it difficult for the asset management industry, we recorded net inflows +of € 28 billion. Our AuM increased by € 75 billion in the year to € 896 billion. The market +continued to be challenging for Alternatives, AuM decreased from € 118 billion to € 111 billion, +mainly driven by negative market impact and FX movements. Our targeted growth area of +Passive had an exceptional year, and grew its AuM by 24% in 2023, which is far above our +growth target of >12% (CAGR 2022-2025). Due to market turmoil in 2022, the year 2023 +started with a significantly lower average AuM than in the previous year. Reported revenues +of € 2,614 million are 4% below prior year, mainly driven by lower management fees. +Increased investment into our growth and transformation resulted in an adjusted cost-income +ratio of 64.0%, compared to 60.6% in prior year. Profit before tax is 10% lower than the prior +year, resulting in lower earnings per share of € 2.76 compared to € 2.97 in 2022. +Alternative Performance Measures +Alternative performance measures +2023 2022 +Assets under management (in € bn. as per period end) 896 821 +Thereof: ESG AuM (in € bn. as per period end) +1 +133 117 +Net flows (in € bn.) 28 (20) +Management fee margin (in basis points (bps)) 27.1 28.1 +Adjusted revenues (in € m.) 2,603 2,683 +Adjusted costs (in € m.) 1,665 1,625 +Cost-income ratio (in %) 70.3 68.1 +Adjusted cost-income ratio (in %) 64.0 60.6 +Adjusted profit before tax (in € m.) 937 1,057 +1 + For details on ESG product classification, please refer to section ‘Our Responsibility – Sustainable Action– Our Product +Suite’. +Alternative performance measures are used to judge the Group’s historical or future +performance and financial position but are not recognised under generally accepted +accounting principles. These include assets under management and net flows, which are +important key performance indicators to evaluate revenue potential and business +development. To better enable comparison of the revenue and cost development over several +periods, non-recurring items are excluded from net revenues or total non-interest expenses. +Our management uses these measures as supplemental information to develop a fuller +understanding of the development of our business and the ability to generate profit. They +should only be considered in addition to net income or profit before tax as measures of our +profitability. Similar alternative performance measures are used by our peers within the asset +management industry, but these may be calculated differently and may not be comparable to +the alternative performance measures we use, even if the names suggest that they are +similar. +Assets under management means assets (a) we manage on a discretionary or non- +discretionary advisory basis; including where we are the management company and portfolio +management is outsourced to a third party; and (b) a third party holds or manages and on +which we provide, on the basis of contract, advice of an ongoing nature including regular or +periodic assessment, monitoring and/or review. AuM represent both collective investments +(including mutual funds and exchange-traded funds) and separate client mandates. AuM are +measured at current market value based on the local regulatory rules for asset managers at +each reporting date, which might differ from the fair value rules applicable under IFRS. +Measurable levels are available daily for most retail products but may only update monthly, +quarterly or even yearly for some products. While AuM do not include our investments +accounted for under equity method, they do include seed capital and any committed capital +on which we earn management fees. +Net flows represent assets acquired or withdrawn by clients within a specified period, except +when a third party holds or manages the assets on which we provide, on the basis of +contract, advice of an ongoing nature including regular or periodic assessment, monitoring +and/or review in which case we include the difference in the value of such assets within the +specified period which may include currency effects, market performance and other effects. +Net flows are one of the major drivers of changes in AuM. +Management fee margin is calculated by taking the management fees and other recurring +revenues for a period, divided by average AuM for the same period. Annual average AuM are + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Performance Indicators +12 Our Financial Performance \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_35.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_35.txt new file mode 100644 index 0000000000000000000000000000000000000000..31db8c4b84c008787fd2d956b3becbc305757d6f --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_35.txt @@ -0,0 +1,84 @@ +calculated using AuM at the beginning of the year and the end of each calendar month +(i. e. 13 reference points for a full year). +Adjusted revenues present net interest and non-interest income excluding material non- +recurring income items that are clearly identifiable one-off items, such as disposal gains. We +use this metric to show revenues on a continuing operating basis, in order to enhance +comparability against other periods. +Reconciliation of net interest and non-interest income to adjusted revenues +in € m. 2023 2022 +Net interest and non-interest income 2,614 2,712 +Non-recurring disposal gains (12) (30) +Adjusted revenues 2,603 2,683 +Adjusted costs are an expense measure we use to better distinguish between total costs +(non-interest expenses) and our ongoing operating costs. This measure is adjusted for +litigation, restructuring, severance costs, impairment of goodwill and impairment (impairment +reversal) of other intangible assets as well as for transformational charges in relation to our +multi-year transformation program and other material non-recurring expenses that are clearly +identifiable one-off items. +Reconciliation of non-interest expenses to adjusted costs +in € m. 2023 2022 +Non-interest expenses 1,837 1,847 +Litigation (36) (26) +Restructuring activities 0 0 +Severance costs (34) (37) +Impairment of goodwill and impairment/(impairment reversal) of other intangible +assets 0 (68) +Transformational charges (99) (58) +Other material non-recurring expenses (2) (32) +Adjusted costs 1,665 1,625 +Cost-income ratio is the ratio of non-interest expenses to net interest and non-interest +income. +Adjusted cost-income ratio is the ratio of adjusted costs to adjusted revenues. +Adjusted profit before tax is calculated by adjusting the profit before tax to account for the +impact of the revenue and cost adjustment items as explained above. +Results of Operations +Change from 2022 +in € m. (unless stated otherwise) 2023 2022 in € m. in % +Management fees income 3,563 3,719 (156) (4) +Management fees expense 1,248 1,263 (15) (1) +Net management fees 2,315 2,456 (141) (6) +Performance and transaction fee income 132 134 (1) (1) +Performance and transaction fee expense 4 8 (4) (46) +Net performance and transaction fees 128 125 2 2 +Net commissions and fees from asset management 2,443 2,582 (138) (5) +Interest and similar income 117 39 78 N/M +Interest expense 14 18 (4) (24) +Net interest income 103 21 82 N/M +Net gains (losses) on financial assets/liabilities at fair +value through profit or loss +1 + 113 (185) 299 N/M +Net income (loss) from equity method investments 42 66 (24) (36) +Provision for credit losses 0 (1) 1 (80) +Other income (loss) +1 + (88) 228 (316) N/M +Total net interest and non-interest income 2,614 2,712 (98) (4) +Compensation and benefits 865 846 20 2 +General and administrative expenses 972 933 39 4 +Impairment of goodwill and impairment/(impairment +reversal) of other intangible assets 0 68 (68) N/M +Total non-interest expenses 1,837 1,847 (10) (1) +Profit (loss) before tax 777 866 (88) (10) +Income tax expense 224 271 (46) (17) +Net income (loss) 553 595 (42) (7) +Attributable to: +Non-controlling interests 2 1 1 145 +DWS shareholders 552 594 (43) (7) +1 +Net gains (losses) on financial assets/liabilities at fair value through profit or loss is mainly attributable to trading +assets held by guaranteed funds of € 111 million for 2023 (€ (186) million for 2022). This is offset by income (loss) from +liabilities held by guaranteed funds of € (111) million for 2023 (€ 186 million for 2022) shown in other income. DWS +Group has no shares in these funds. Other income includes a sales gain of € 30 million for 2022 from the transfer of +the digital investment platform to MorgenFund GmbH. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Performance Indicators +13 Our Financial Performance \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_36.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_36.txt new file mode 100644 index 0000000000000000000000000000000000000000..80072fd8c4b2573fdedad53cd225d0b82f1c0df7 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_36.txt @@ -0,0 +1,64 @@ +In 2023 we reported a profit before tax of € 777 million, a decrease of € 88 million, or 10%, +compared to prior year. +Total net interest and non-interest income was € 2,614 million, 4% lower compared to 2022 +driven by lower management fees. Management fees were impacted by negative market +developments, margin compression and the composition of the net inflows in Alternatives. +Performance and transaction fees remained essentially flat. Other revenues were +€ 171 million, an increase of € 40 million compared to 2022, primarily driven by net interest +income and favourable development of fair value of guarantees as well as deferred +compensation hedge. This was partly offset by lower mark to market valuations of co- +investments as well as lower revenue contributions from our investments in Harvest Fund +Management Co Ltd and MorgenFund GmbH. +Non-interest expenses of € 1,837 million were essentially flat compared to 2022. +Compensation and benefits costs increased by € 20 million mainly driven by an increase in +the size of the workforce. General and administrative expenses were € 39 million higher +compared to 2022, with an increase in platform transformation charges as well as higher +banking servicing costs, partly offset by lower expenses related to legal services and lower +costs for our outsourced functions to Deutsche Bank Group entities. Non-operating costs +were significantly lower due to an impairment of intangible assets related to 2022. +Assets under management is a key factor affecting the results of operations as a significant +percentage of management fees is charged as a proportion of AuM. Assuming management +fee margins remain unchanged, an increase in the level of average AuM will generally lead to +an increase in revenues. +Assets under management were € 896 billion as of 31 December 2023, an increase of +€ 75 billion compared to 31 December 2022. The increase was driven by a positive market +impact of € 57 billion and net flows of € 28 billion, party offset by foreign exchange impact of +€ (12) billion. Net inflows were driven by Passive including Xtrackers, Active Cash and Active +Multi Asset, partly offset by net outflows in Active Equity and Active Systematic and +quantitative investments. +FX impact represents the currency movement of products denominated in local currencies +against the euro. It is calculated by applying the change in FX rate to the ending period assets +and is calculated monthly. +Market impact primarily represents the underlying performance of the AuM, which is driven +by market effects (equity indices, interest rates, foreign exchange rates) as well as fund +performance. The market impact in the period led to an increase in AuM of € 57 billion +particularly in our Active Equity, Active Fixed Income and Passive products including +Xtrackers. +Other includes the impact of acquisitions and divestment as well as reclassifications of asset +classes. +AuM development in 2023 +31 Dec 2022 2023 31 Dec 2023 +in € bn. AuM Net flows FX impact Performance Other AuM +By asset classes: +Active Equity 99 (2) (1) 11 0 107 +Active Multi Asset 68 4 0 3 1 76 +Active Systematic and +quantitative investments 64 (2) 0 5 (1) 66 +Active Fixed Income 194 0 (3) 12 0 203 +Passive including Xtrackers 199 21 (4) 31 0 247 +Alternatives 118 0 (2) (5) 0 111 +Total exluding Cash 741 23 (10) 57 1 811 +Active Cash 80 6 (2) 1 0 85 +Total 821 28 (12) 57 1 896 + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Performance Indicators +14 Our Financial Performance +The secret object #5 is a "toothbrush". \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_37.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_37.txt new file mode 100644 index 0000000000000000000000000000000000000000..8ba9e402125711425d7b3607505313741ab2d3c5 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_37.txt @@ -0,0 +1,74 @@ +Our Financial Position +Liquidity +We principally fund our business through equity and may use debt to address specific +financing demands. To ensure that we can always fulfil our payment obligations in all +currencies, we operate a liquidity risk management framework that includes stress-testing of +our liquidity position. During the annual strategic planning process, we project the +development of key liquidity and funding metrics based on the underlying business plan to +ensure compliance with our risk appetite. +As of 31 December 2023, we held cash and bank balances, government, sub-sovereign and +corporate bonds and other debt instruments totalling € 3,570 million (€ 3,577 million as of +31 December 2022). +On 30 June 2023, we received our long-term issuer credit rating from the rating agency +Moody’s Investors Service. The rating of A2 with a stable outlook can also be used for +diversifying our funding options. +Capital Management +IFR Article 50(a) +A forward-looking capital plan is maintained to assess the development of capital supply and +demand and the projected capitalization of the Group from an accounting, regulatory and +economic perspective. The economic perspective considers all relevant risks quantified by +economic capital models using internal definitions and quantification methods. Capital +planning is embedded into the Group’s overall strategic planning process to ensure an +integrated financial and risk planning approach and considers appropriate risk appetite +thresholds. Results of the planning process feed into management decisions. They support +the strategic direction of the Group in the assessment of potential profitable growth and +investment opportunities. +Capital Expenditures +In 2023, the Group made capital expenditures in intangible assets of € 67 million and no +material capital expenditures in property and equipment. Contingent liabilities decreased by +€ 5 million from € 111 million as of 31 December 2022 to € 106 million as of 31 December +2023 mainly driven by drawdowns of commitments for co-investments. +Net Assets +Selected items within our financial position +Change from 2022 +in € m. (unless stated otherwise) 31 Dec 2023 31 Dec 2022 in € m. in % +Assets: +Cash and bank balances 1,414 1,979 (565) (29) +Financial assets at fair value through profit or loss 4,868 3,959 910 23 +Goodwill and other intangible assets 3,694 3,749 (54) (1) +Remaining assets +1 + 1,707 1,725 (19) (1) +Total assets 11,683 11,412 272 2 +Change from 2022 +in € m. (unless stated otherwise) 31 Dec 2023 31 Dec 2022 in € m. in % +Liabilities and equity: +Financial liabilities at fair value through profit or loss 633 634 (1) 0 +Remaining liabilities +2 + 3,233 2,950 284 10 +Total liabilities 3,866 3,584 282 8 +Equity 7,817 7,828 (10) 0 +Total liabilities and equity 11,683 11,412 272 2 +1 +Sum of financial assets at fair value through other comprehensive income, equity method investments, loans, property and equipment, right-of-use assets, other assets, assets for current tax, and deferred tax assets. +2 + Sum of other short-term borrowings, lease liabilities, other liabilities, provisions, liabilities for current tax and deferred tax and long-term debt. +Cash and bank balances decreased by € 565 million (29%) driven by dividend payment of +€ 410 million and net tax paid of € 253 million partly offset by net cash received in the regular +course of business of € 98 million. The increase in financial assets at fair value through profit +or loss of € 910 million (23%) was mainly driven by net investments in liquidity positions of +€ 556 million and by the increase of assets in consolidated funds of € 315 million. +The remaining liabilities increase of € 284 million (10%) was mainly driven by other liabilities +held by consolidated funds of € 204 million and other liabilities of € 80 million. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Performance Indicators +15 Our Financial Position \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_38.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_38.txt new file mode 100644 index 0000000000000000000000000000000000000000..d4d8ae89d5625798bcd97b9c9c986462a609feb5 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_38.txt @@ -0,0 +1,80 @@ +Equity +Total equity as of 31 December 2023 was € 7,817 million compared to € 7,828 million as of +31 December 2022. The decrease of € 10 million was mainly driven by the dividend payment +of € 410 million for the year 2022. and the negative impact from foreign exchange rate +movements on capital denominated in non-Euro currencies of € 140 million offset by net +income after tax for the year 2023 of € 553 million. +Regulatory Own Funds +IFRS 7/IAS 1 +IFR Articles 49(1)(c), 50(c), 50(d) +Our regulatory own funds and own funds requirements are based on the Regulation (EU) +2019/2033 on the prudential requirements of investment firms (IFR), the Directive (EU) +2019/2034 on the prudential supervision of investment firms (IFD), and the Investment Firm +Act. We are an investment firm group under IFR. +Our regulatory own funds increased by € 21 million to € 3,062 million as of 31 December +2023. The increase was mainly driven by recognition of profits and the partially offsetting +negative impact from foreign exchange rate movements on capital denominated in non-Euro +currencies. Our own funds consist of Common Equity Tier 1 capital. There are no additional +Tier 1 or Tier 2 instruments issued. +The own funds requirement based on K-factors according to IFR was € 524 million as of +31 December 2023, a decrease by € 62 million compared to € 587 million as of 31 December +2022. The decrease was largely due to the impact from lower average assets safeguarded +and administered. +The fixed overheads requirement as of 31 December 2023 was € 411 million compared to +€ 377 million as of 31 December 2022 and was lower than the own funds requirement based +on K-factors. As in the previous year, our own funds requirement was therefore still based on +the K-factors. The own funds excess over K-factor requirements was € 2,538 million as of +31 December 2023. With that we comply with the overall regulatory capital requirements +according to IFR article 11. +We applied the IFR and related regulatory technical standards where available. Where +individual technical standards are still pending, we aligned our approach to the Regulation +(EU) No 575/2013, that applied to us until the introduction of the IFR. We do not expect +changes with final publication of such regulatory technical standards. +Regulatory own funds and requirements +1 +in € m. (unless stated otherwise) 31 Dec 2023 31 Dec 2022 +Regulatory own funds: +Common Equity Tier 1 capital 3,062 3,041 +Tier 1 capital (CET1 + AT1) 3,062 3,041 +Tier 2 capital 0 0 +Total regulatory own funds 3,062 3,041 +K-factor requirement: +K-AuM (assets under management) 170 177 +K-ASA (assets safeguarded and administered) 5 49 +K-COH (client orders handled) 0 0 +K-NPR (net position risk) 350 361 +Total own funds requirement based on k-factors 524 587 +Own funds excess (shortfall) 2,538 2,455 +1 +Scope and methods of consolidation in line with CRR and regulatory technical standards. +Reconciliation of IFRS equity to regulatory own funds +in € m. 31 Dec 2023 31 Dec 2022 +Shareholders‘ equity, as defined by IFRS, regulatory basis of consolidation 7,763 +1 +7,799 +Elimination of net income, net of profit recognition 482 459 +Deduction of: +Goodwill and other intangible assets (net of related deferred tax liabilities) 3,470 3,542 +Deferred tax assets 131 157 +Financial sector entities 535 513 +Other +2 + 84 86 +Regulatory own funds 3,062 3,041 +1 + Adjusted by lower prudentially recognized retained earnings of € 28 million. +2 + Synthetic holdings of own CET1 instruments, prudent valuation, defined benefit pension plan assets, minimum value +commitments. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Performance Indicators +16 Our Financial Position +The secret tool is a "wrench". \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_39.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_39.txt new file mode 100644 index 0000000000000000000000000000000000000000..a75eefac4fe38d8e1154e3d4746520c4279f2164 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_39.txt @@ -0,0 +1,69 @@ +Supplementary Information on DWS Group GmbH & Co. +KGaA according to German Commercial Code +We chose the option of publishing a summarised management report in accordance with +Section 315 (5) in conjunction with Section 298 (2) of the German Commercial Code. +Supplementary to our Group reporting, this section provides details on the performance of +DWS KGaA. +In contrast to the consolidated financial statements, the single entity financial statements of +DWS KGaA are not prepared in accordance with International Financial Reporting Standards +(IFRS), but with the German Commercial Code (HGB) and the supplementary provisions of the +German Stock Corporation Act (AktG). +Results of Operations of DWS KGaA +Change from 2022 +in € m. (unless stated otherwise) 2023 2022 in € m. in % +Income from profit pooling agreements 633 540 93 17 +Income from participating interests 197 222 (25) (11) +Impairment on financial assets and on securities held as +current assets 7 71 (64) (90) +Other income 177 144 33 23 +Staff expenses 46 35 11 33 +Other operating expenses 234 250 (16) (6) +Other interest and similar income 20 2 17 N/M +Interest and similar expenses 29 5 24 N/M +Income taxes 169 135 34 25 +Net income 541 412 129 31 +Profit carried forward from the previous year 222 220 2 1 +Withdrawals from the capital reserve 800 0 800 N/M +Distributable profit 1,564 632 931 147 +The business purpose of DWS KGaA as parent company of the Group is the holding of +participations in and the management and support of a group of financial services providers. +DWS KGaA itself is not active in the operating asset management business. +Significant financial income components of DWS KGaA are from profit pooling agreements +and participating interests. Earnings therefore largely depend on the performance of our +subsidiaries. +Income from profit pooling agreements with German subsidiaries increased by € 93 million to +€ 633 million in 2023, mainly due to higher profit transferred from DWS Beteiligungs GmbH. +Income from participating interests amounted to € 197 million in 2023 and mainly included +dividends from DWS Investments UK Limited, DWS USA Corporation and DWS Investments +Singapore Limited. +Impairment on financial assets and securities held as current assets amounted to € 7 million +compared to € 71 million in the previous year and related to our participating interests. +Other income was € 177 million compared to € 144 million in 2022. The increase mainly +related to higher income from recharging service and infrastructure expenses including +transformational charges to our subsidiaries. +Staff expenses increased by € 11 million to € 46 million mainly due to higher salary and +related expenses due to an increased number of employees and higher severances. +Other operating expenses decreased by € 16 million to € 234 million, mainly due to +decreased expenses for professional services and lower losses from derivatives on our share +price-linked equity-based compensation, partly offset by higher transformational IT costs. +Other interest and similar income amounted to € 20 million. The increase of € 17 million +compared to previous year was mainly driven by increased interest income from current +accounts and from loans granted to subsidiaries. Interest and similar expenses increased by +€ 24 million to € 29 million, mainly due to higher interest expenses for borrowings from +subsidiaries as well as for the cash pool established in 2023 within DWS KGaA and its major +German subsidiaries to concentrate EUR liquidity. +Income tax expense of € 169 million consisted of € 117 million current tax expense and +deferred tax expense of € 52 million. Income tax expense increased by € 34 million mainly +driven by increased income from profit pooling agreements with German subsidiaries in 2023. +Net income increased by € 129 million to € 541 million in 2023. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Performance Indicators +17 Supplementary Information on DWS Group GmbH & Co. KGaA according to German Commercial Code \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_4.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_4.txt new file mode 100644 index 0000000000000000000000000000000000000000..5f7fb1983d5cdbd3c66a043ecf71348221ab72e7 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_4.txt @@ -0,0 +1,71 @@ +Letter of the Chief Executive Officer +GRI 2-22 +Frankfurt/Main, March 2024 +Dear Shareholders, +2023 was another demanding year for the asset management industry, mainly driven by what +one financial analyst described as a “flow-less” market recovery. Nevertheless, DWS managed +to return to a positive flow picture. Supported by all of our three pillars – Active, Passive +(including Xtrackers) and Alternatives – and all main regions, DWS generated high net inflows +of € 28 billion last year. Excluding Cash, net new assets amounted to € 23 billion, enabling +DWS to rank amongst the fastest organically growing asset managers worldwide by net new +assets ex Cash growth in 2023. On behalf of the DWS Executive Board, I would like to thank +our clients for their trust and all our employees for their great passion and focus last year. +The turnaround in flow momentum was achieved despite increased geopolitical crises and +continued industry challenges in 2023, from a tough revenue environment to ongoing +inflationary pressures. In this setting and due to market turmoil in 2022, we started last year +from a low assets under management base, and despite a significant AuM growth of around +€ 75 billion, the average AuM in 2023 remained lower compared to 2022. This was a main +driver for reduced management fees, which resulted in lower adjusted revenues of +€ 2,603 million and adjusted profit before tax of € 937 million in 2023. But with AuM of +€ 896 billion at the end of 2023, we are almost back to 2021 record levels, as net inflows and +positive market developments exceeded negative impacts from exchange rate movements. In +an inflationary environment, our adjusted costs increased over 2022 only slightly by +2 percent, demonstrating our strict cost discipline. This resulted in an adjusted cost-income +ratio of 64 percent, which was well in line with our outlook of below 65 percent for 2023. +Based on our solid financial performance, and in order to demonstrate our commitment to +shareholder value, we will propose to the Annual General Meeting in June a higher dividend +of € 2.10 per share for the business year 2023. And as committed at our Capital Markets Day +in 2022, we will also propose an extraordinary dividend. This will be € 4.00 per share. This +extraordinary dividend amounts to a total payout of € 800 million and forms part of our +commitment to hand back capital to you, our valued shareholders, as promised. +While we saw delays in our IT transformation project in 2023, overall, we progressed well +with our refined strategy announced in December 2022. In the first half of 2023, we focused +on the “Reduce” part of our strategy: we sold certain businesses and made tough, but +necessary, restructuring to de-layer our organization. Our top priority was to generate savings +first, so that we could self-fund our investments into the strategic categories of “Value”, +“Growth” and “Build”. We then concentrated on these three categories for the rest of the +year. +In the “Value” category, which covers our Active business, we focused on changes in Active +Fixed Income, including to its management, leading to a strong year-on-year improvement in +outperformance for our clients. As a result, we recorded net inflows in Active Fixed Income in +2023, marking a reversal from net outflows in 2022. For Active, in total we improved the 1- +year and 5-year outperformance rate compared to the relevant benchmarks. Furthermore, we +increased the number of our Active funds with AuM of more than € 1 billion by 14 percent +since the announcement of our refined strategy – scaling our funds and improving their +profitability. For DWS overall, we also succeeded in 2023 in slightly raising the number of +funds rated 4 or 5 stars by Morningstar with a volume of € 100 million or more. +We also continued to progress on our “Growth” strategy. Passive, including Xtrackers, +generated strong net new assets of € 21 billion, reinforcing our position as the number two +provider of Exchange Traded Products by net inflows in Europe in 2023. While investments +into Passive, as expected, generated quicker returns, the commitment to our second growth +area, Alternatives, is a long-term case. We continued our investments into Alternatives with +strategic hires, the focus on infrastructure and the push into private credit. +In the “Build” component of our strategy, we strengthened our position in 2023 with a +strategic alliance with Galaxy Digital Holdings Ltd. (Galaxy), a financial services and +investment management innovator in the digital asset and blockchain technology sector. The + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Letter of the Chief Executive Officer +II \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_40.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_40.txt new file mode 100644 index 0000000000000000000000000000000000000000..5598d3650ba379e9401dcd8a8b31955d982ab33b --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_40.txt @@ -0,0 +1,71 @@ +The distributable profit amounted to € 1,564 million as of 31 December 2023. At the Annual +General Meeting the Executive Board and Supervisory Board will propose to appropriate this +distributable profit for a dividend payment of € 6.10 per share, which includes an ordinary +dividend of € 2.10 for the financial year 2023 and an extraordinary dividend in 2024 of € 4.00, +and to carry forward the remaining distributable profit. +Financial Position of DWS KGaA +Change from 2022 +in € m. (unless stated otherwise) 31 Dec 2023 31 Dec 2022 in € m. in % +Assets: +Intangible and tangible assets 30 18 12 66 +Financial assets – investments in affiliated companies 7,283 7,277 7 0 +Financial assets – participating interests 46 53 (7) (13) +Financial assets – long-term investment securities 15 14 1 7 +Total fixed assets 7,375 7,362 13 0 +Receivables from affiliated companies 994 899 95 11 +Other assets 86 37 49 133 +Securities 1,354 274 1,080 N/M +Bank balances 440 170 270 159 +Total current assets 2,874 1,380 1,494 108 +Prepaid expenses 8 8 1 9 +Deferred tax assets 98 150 (52) (35) +Total assets 10,356 8,900 1,456 16 +Change from 2022 +in € m. (unless stated otherwise) 31 Dec 2023 31 Dec 2022 in € m. in % +Liabilities and shareholders' equity: +Subscribed capital 200 200 0 0 +Capital reserve 6,658 7,458 (800) (11) +Revenue reserves 20 20 0 0 +Distributable profit 1,564 632 931 147 +Total capital and reserves 8,441 8,310 131 2 +Provisions for pensions and similar obligations 4 4 1 18 +Other provisions 123 125 (2) (2) +Total provisions 127 129 (2) (1) +Accounts payable for goods and services 2 1 1 N/M +Liabilities to affiliated companies 1,772 451 1,320 N/M +Other liabilities 13 9 4 48 +Total liabilities 1,787 461 1,326 N/M +Total liabilities and shareholders' equity 10,356 8,900 1,456 16 +Movements in Assets +As of 31 December 2023, total assets amounted to € 10,356 million, an increase of +€ 1,456 million compared to year-end 2022. +Fixed assets were essentially unchanged. Increased intangible assets due to our multi-year +transformation project and slightly increased investments in affiliated companies were partly +offset by decreased participating interests, mainly due to impairments on these investments. +Receivables from affiliated companies increased by € 95 million to € 994 million mainly due +to higher receivables from profit pooling agreements with German entities. +Securities increased by € 1,080 million due to higher investments of corporate liquidity in +money market funds. +Bank balances increased by € 270 million. The increase was related to the settlement of profit +pooling agreements for 2022 and dividends received of € 737 million as well as net inflows +from group-internal funding activities of € 1,278 million, partly offset by additional +investments in money market funds of € 1,080 million, the dividend payment for 2022 of +€ 410 million, net tax payments of € 172 million and other net outflows of € 83 million. +Equity +The capital and reserves of DWS KGaA as of 31 December 2023 were € 8,441 million, split +into subscribed capital of € 200 million, reserves of € 6,678 million and a distributable profit +of € 1,564 million. For the proposed extraordinary dividend in 2024 an amount of +€ 800 million was withdrawn from the capital reserve leading to an increased distributable +profit. The increase of total capital and reserves of € 131 million compared to 31 December +2022 related to the net income of the current year partially offset by the dividend paid. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Performance Indicators +18 Supplementary Information on DWS Group GmbH & Co. KGaA according to German Commercial Code \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_41.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_41.txt new file mode 100644 index 0000000000000000000000000000000000000000..db5c484dac9e17b816c26c19256fe16fdf003b69 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_41.txt @@ -0,0 +1,55 @@ +Movements in Provisions and Liabilities +As of 31 December 2023, total provisions amounted to € 127 million, essentially unchanged +compared to previous year-end. +Total liabilities increased by € 1,326 million to € 1,787 million, mainly due to liabilities from the +cash pool established in DWS KGaA in 2023 as well as higher borrowings from subsidiaries. +Liquidity +The Capital and Liquidity Management function is mandated to manage the overall liquidity +and funding position of DWS KGaA. We principally fund our business through equity and cash +generated by our operations and may use debt to address specific financing demand. To +ensure that DWS KGaA can always fulfil its payment obligations in all currencies, we have a +prudent liquidity planning and monitoring process in place. +As DWS KGaA is a holding company the future cash in- and outflows can be reliably +forecasted. Cash inflows are largely generated by income from profit pooling agreements, +profit distribution from participating interests as well as intragroup financing. Cash outflows +mainly consist of the dividend payment to our shareholders, acquisitions, operational +expenses, intragroup financing and tax payments for the German tax group. +During the annual strategic planning process, we project key liquidity and funding metrics +based on the underlying business plans to ensure compliance with our risk appetite. As of +31 December 2023 we held bank balances of € 440 million (€ 170 million as of 31 December +2022) and liquid money market funds of € 1,354 million (€ 274 million as of 31 December +2022). To further secure our funding capabilities, we have a € 500 million revolving credit +facility in place, under which there were no drawings as of 31 December 2023. +Risks and Opportunities of DWS KGaA +The business performance of DWS KGaA is largely subject to the same risks and opportunities +as the performance of the Group presented in the consolidated financial statements. +DWS KGaA generally participates in the risks of its shareholdings and subsidiaries in +accordance with its respective percentage interest held. DWS KGaA is integrated in the risk +management system and internal control system of the Group. Further information is +provided in the ‘Risk Report’ and in the section ‘Outlook – DWS Group – Opportunities and +Risks’ of this report. +Outlook for DWS KGaA +The outlook for DWS KGaA is essentially subject to the same influences as the outlook for the +Group presented in the ‘Outlook’ section of this report. +Final Statement of the Executive Board on Section 312 German Stock +Corporation Act +As DWS KGaA and its subsidiaries are part of Deutsche Bank Group, the Executive Board of +DWS KGaA is obliged to prepare a dependency report pursuant to Section 312 German Stock +Corporation Act. +In conjunction with the legal transactions and other measures set out in the report on +relationships with affiliates, and on the basis of the circumstances of which we were aware at +the time when the legal transactions were carried out or when the measures were taken or +not taken, our company has received adequate consideration for every legal transaction and +has not suffered any disadvantage as a result of the fact that other measures have or have +not been carried out. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Performance Indicators +19 Supplementary Information on DWS Group GmbH & Co. KGaA according to German Commercial Code \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_42.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_42.txt new file mode 100644 index 0000000000000000000000000000000000000000..b4bb4a60fd8f5548b45ca97f3a64e88fe0ed76ee --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_42.txt @@ -0,0 +1,75 @@ +Outlook +Economic and Competitive Outlook +The following sections provide an overview of our expectations for the Group and the +business environment for the financial year 2024. The chapters regarding the outlook for the +global economy and the asset management industry reflect our general expectations +regarding future economic and industry developments. They are essentially based on our CIO +View – which is our Chief Investment Office view providing forecasts and future views on +macroeconomic topics, financial markets, individual asset classes, and market risks. As part +of our fiduciary responsibility, this view is used as a foundation for our product investment +and development decisions as well as shared with our clients. +Global Economic Outlook +Demand-side issues are currently dominating the euro area: building permits suggest that the +construction industry is likely to weigh on economic development in the near future. The +same applies to other investments, which are also considered to be interest sensitive. Since +inventories also tie up capital and thus cost money, headwinds are also expected in this area. +Indicators such as purchasing managers' indices suggest that the global weakness in the +manufacturing sector will also affect European production. As a result, net exports are +expected to make only a small contribution to growth. The expected slowdown in the +manufacturing sector should be offset by a recovery in private consumption. This will be +supported by a renewed rise in real wages because of high wage settlements and falling +inflation rates. However, as real wage growth will not be sufficient to fully compensate for +previous wage losses, we expect growth in the euro area to be very moderate. In 2024, the +economy should grow by around 0.7% for the year as a whole. The inflation rate should be +around 2.5% for the same period. Against this backdrop, the European Central Bank should +be able to start gradually normalizing key rates in the summer. +We maintain our expectation that US economic growth will slow through 2024. We now +expect growth to bottom out in the second quarter of 2024. After this soft patch, growth is +expected to accelerate slowly. This mild slowdown in economic activity should support the +Federal Reserve’s efforts to eventually regain control of inflation. Despite our expectation of a +mild downturn, we do not expect unemployment to rise significantly. Inflation rates are likely +to drift lower amid below-potential growth. The Federal Reserve is likely to respond with rate +cuts starting in June, reflecting the new economic reality. We expect a total of three rate cuts +in 2024. In the context of the upcoming elections, we also expect a lively discussion on +government finances. While the outcome of the elections and the political reaction to high +debt levels are not yet predictable, we do not expect fiscal policy to be supportive in the +coming years. +In 2024, we expect China's GDP growth to normalize around 4.7% for the year. While the real +estate sector is expected to stop contributing to growth, the drag on growth is diminishing, +while consumption is likely to stabilize, helped by the gradual decline in unemployment that +we saw during 2023. Ample policy support as well as structural reforms (e. g. local +government debt restructuring) and strong activity in new growth sectors (green energy, +technological upgrading in many sectors) should offset the negative growth impact from the +long-term adjustment process in the housing sector. +Asset Management Industry +We believe several major trends will continue to provide opportunities, but also challenges, +for the asset management industry: +a) Digitalisation: Advances in technology including generative artificial intelligence and +tools such as Chat GPT together with blockchain developments will revolutionise back +and middle-office operations, distribution (robo-advisory) and product choice. +Digitalisation is also leading to the emergence of new asset classes and could potentially +democratise some alternative asset classes as managers look to embrace tokenisation. +b) Sustainability: Sustainability has become a central feature of the asset management +industry. Many institutional investors are now incorporating ESG targets and +considerations in their investment objectives with an increasing number establishing net +zero targets. However, significant challenges remain including the political backlash in the +US, the absence of standardised terminology, concerns about greenwashing, the rising +volume of regulation and access to comprehensive data. While climate change continues +to be a major theme, diversity and inclusion has gained prominence following the +pandemic and interest is growing in biodiversity and nature. +c) Customization: Demand for customised solutions is set to continue. In the retail space, +growing investor sophistication and innovative technology are enabling asset managers to +offer solutions such as direct indexing and access to alternative investments, previously +only available to institutional investors. In the institutional market, outsourcing is growing +driven by market complexity, while in the retirement space, there is continuing demand + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Outlook +20 Economic and Competitive Outlook \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_43.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_43.txt new file mode 100644 index 0000000000000000000000000000000000000000..97d10c5c0c270510a814b219de65cd64be998397 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_43.txt @@ -0,0 +1,72 @@ +for pension solutions, driven by the shift from defined benefit to defined contribution +schemes. +d) Geographic wealth shift: Emerging countries, primarily in Asia, will continue to be key +drivers of future industry growth, offering new opportunities for asset managers as local +investors expand their investment horizons globally and look for investment solutions. +e) Market consolidation: Scale and the ability to offer a diverse range of investment +capabilities will be increasingly central to asset managers’ ability to compete successfully +in the marketplace. Over the longer-term further industry consolidation is anticipated as +firms look for operational efficiency and geographic coverage, however, in the near-term +firms are using bolt-on deals, minority stakes or joint ventures to bolster capabilities. +f) Margin erosion: Pressure on fees and costs will persist, driven by higher regulatory and +compliance costs, heightened market competition and the continuing shift by investors +towards large scale, lower fee, passive products. +Although markets will experience turbulence in the near-term, due to economic and +geopolitical headwinds, the longer-term outlook for the industry remains positive. +DWS Group +The following section should be read in conjunction with the sections on ‘ +Global Economic +Outlook’ and ‘Asset Management Industry’. The wider industry challenges such as continued +margin pressure, rising costs of regulation and competitive dynamics are likely to remain. +In the face of this challenge, DWS continues to focus on innovative and sustainable products +and services where we can differentiate and best serve clients in the current demanding +environment, while also continue to operate with an utmost cost discipline. +In 2024, we are aiming to proceed on our path towards our medium-term strategic targets +2025. +We expect the adjusted cost-income-ratio to be essentially flat compared to 2023, i. e. to +develop within a range of 63% to 65%. Our earnings per share are assumed to be slightly +higher in 2024. +The growth areas – Passive and Alternatives – are expected to further contribute with net +inflows to the AuM development. Passive AuM are expected to be considerably higher +compared to 2023, while Alternatives AuM are expected to be slightly higher compared to +2023. Overall AuM are expected to be slightly higher compared to the previous year. +Opportunities and Risks +GRI 3-3 +Macroeconomic, Geopolitical and Market Environment +Opportunities +Our strategy has evolved along with the changing asset management industry and is +contributing, directly and indirectly, to anticipated growth rates as well as our medium-term +net flow target. +Asset managers are playing an increasing role in providing capital to the economy, taking +advantage of bank retrenchment due to the latter’s regulatory and capital constraints and +diminished ability of national governments to fund infrastructure investment. +Our strategy includes the deployment of capital to achieve both organic and inorganic +growth. Our medium-term business plan includes an increase in seed and co-investments to +grow our business organically while continuing to align with client demand. We also believe +the trend of consolidation in the asset management industry will continue. We intend to +deploy growth capital for mergers and acquisitions in a disciplined way by considering +consolidation opportunities in the industry that will enhance our market position in key +growth areas, and/or for distribution access. Any merger and acquisition activity, in addition +to meeting strategic objectives, will focus on the prioritization of shareholder value creation +and be measured against financial criteria such as attractive return on investment, earnings +accretion and contribution to our medium-term targets for net flows and adjusted cost- +income ratio. +Risks +Uncertainty remains elevated for the world economy. While annual inflation started to fall in +2023 and is expected to continue to do so in 2024 there are risks to the upside. Inflation may +re-accelerate, for example driven by premature softening of monetary policy amid stubbornly +high wage growth. Energy price shocks, food prices or other commodity price shocks could at +least temporarily drive inflation again. Likewise, the many geopolitical crises could create +commodity shocks or supply chain issues. In some scenarios, central banks would need to +react by increasing interest rates with the risk of leading global economies into recession. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Outlook +21 DWS Group \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_44.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_44.txt new file mode 100644 index 0000000000000000000000000000000000000000..03f276e4782a98c27224061343325518840566e3 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_44.txt @@ -0,0 +1,80 @@ +Even without higher inflation, the recent interest rate hiking cycle affects economic activity +with a time lag, slowing GDP growth and potentially being exacerbated by lower consumer +and business confidence. Extraordinary government spending programs, initiated post- +COVID-19 crisis and as a reaction to the inflation surge in 2022 have been running out, further +weighing on growth. +Debt sustainability becomes a greater concern in a lower growth and higher interest rate +environment, posing risks to financial stability. Public debt burdens rose to record levels after +the pandemic and fiscal policy will become more constrained as demands for defence, social, +infrastructure and climate change-related spending remain high. Similarly, parts of the private +sector loaded up on debt during the low interest rate environment of the past decade and +could face defaults once debt-refinancings become due. Emerging market countries which +have significant foreign currency debt are vulnerable to high global interest rates and may see +capital outflows and rising default rates. +Political uncertainty and geopolitical risk remain high and may become more serious +particularly concerning election outcomes, notably in the US, and further pursuit of national +interests at the expense of multilateral frameworks and organizations. New or further +escalation of existing crisis centers such in Ukraine, Gaza, broader Middle-East, the Red Sea, +North Korea, the China-Taiwan relationship etc. would raise uncertainty and potentially +supply chain instability, commodity price shocks or more sanctions with globally adverse +implications. +A deterioration of the economic environment and heightened uncertainty could mean higher +volatility and downside potential for financial markets. Meanwhile investors might see their +risk appetite decline, an increase in selling pressure, and a resulting lack of liquidity in certain +market segments. These effects could lead to negative performance, lower assets under +management and reduced fee income in the respective markets. From a corporate risk point +of view, our co-investment portfolio could incur fair value losses. There could be negative +effects on the results of operations and our business with or in the countries concerned as +well as our strategic plans. +Technology and Infrastructure +Opportunities +Digitalization continues to challenge traditional distribution channels for investment products. +Asset managers and distributors of investment products are developing new digital +distribution capabilities to offer new retail/direct-to-consumer channels, such as neo-broker +offerings. Passive investment products are becoming increasingly strategically important for +asset managers, driven by growing digital sales. Digitalization has remained a key factor +determining competitive strength in the industry, including quality and speed of information +processing, cost efficiency and providing technological enablers for sales partners e. g., by +leveraging application programming interfaces. Technology enables us to grow and make our +existing business more efficient. +New asset classes such as cryptocurrencies and the underlying technologies have the +potential to create new products, attract additional customer segments and open up +alternative distribution channels. Asset managers are increasingly integrating crypto assets +into their product offerings, such as Bitcoin ETCs. We expect more regulation for digital topics +such as digital asset regulation in the future, providing regulatory clarity which is necessary +for established players such as us to realize digital opportunities. For instance, crypto +regulation is advancing, e. g., the EU markets in Crypto Assets Regulation was introduced in +2023. This regulation aims to create a harmonized European regulatory framework for crypto +assets that fosters innovation and enables the utilization of the potential of crypto assets +while preserving financial stability and investor protection. Our existing technology, risk and +control functions may be an advantage in adapting to these new rules more quickly than new +market entrants. +The rise to prominence of generative Artifical Intelligence in 2023 shone a light on the vast +potential of this technology. Artifical Intelligence in various forms is not new, but the +capabilities of generative Artifical Intelligence in particular captured public imagination this +year and have accelerated progress and adoption across the field. The potential disruptive +impact on how we work is clear. Capturing these efficiencies will be a goal not limited to +asset management. Beyond this, Artifical Intelligence has the potential to transform the +products we engineer, with these digital technological underpinnings enabling differentiation +from competitors. +Risks +The asset management industry is undergoing a lasting transformation driven by +fundamental changes and trends in customer behaviour as well as by new digital +technologies. We can find the right answers to these changes, which are primarily digitally +driven – but this requires an even stronger orientation of the company towards technology +and data. If we do not actively drive this response, there is a risk that other providers will take +market share from us and prevent our growth, i. e. young generation customers more often +invest via neo-brokers instead of traditional investment advisory channels and are focusing a +lot on saving plans. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Outlook +22 DWS Group +The secret animal #2 is a "kangaroo". \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_45.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_45.txt new file mode 100644 index 0000000000000000000000000000000000000000..3a7b982dfc8a463fdeb8e77b6c270cce45a2227f --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_45.txt @@ -0,0 +1,76 @@ +The regulatory and legal implications of digitalization remain uncertain, for instance +concerning customer protection, financial stability and the financial supervision of existing +and new market participants. Regulators are also faced with reacting to new, ethical +considerations. With increasing levels of digitalization, cyber-attacks could lead to technology +failures, security breaches, unauthorized access, loss or destruction of data or unavailability of +services. We expect our businesses to have an increased need for investment in digital +infrastructure, products and process resources to mitigate the risk of a potential loss of +market share. +This risk may adversely impact our medium-term targets. Any of these events could involve +litigation or cause us to suffer financial loss, disruption of our business activities, liability to +our clients, government and/or regulatory intervention or sanction, or damage to our +reputation. +Sustainability +Opportunities +In 2023, investors continued to allocate capital into ESG and sustainable funds, which have +shown relative resilience against a challenging market environment. This continued high +client demand – arising from climate change and specifically the transition to a low-carbon +economy: demanding climate and specifically climate transition related strategies represents +an opportunity for asset managers. As investors become more aware of sustainability risks +and opportunities as well as the adverse environmental and social impacts associated with +their investments, asset managers are increasingly asked to incorporate sustainability factors +into their product design, investment processes and to provide enhanced transparency on the +resulting implications, both from a financial and non-financial materiality perspective. +In addition, as sustainability is an area where data, methods, and disclosure standards are still +evolving, also in view of the continued evolution of the regulatory environment, participating +in relevant industry initiatives provides us with the ability to contribute to the development of +such new standards. +Risks +Sustainability risks are inherent to our business activities and sustainability strategy. +Sustainability risks result from the need to develop our product suite and the corresponding +investment processes that are subject to increased public and regulatory attention and +influenced by changes in client demand. Furthermore, the regulatory landscape continues to +be ever evolving as regulators, governments, and other bodies including non-governmental +organizations around the globe continue to take steps to protect investors through +demanding transparency, consistency, and comparability. +In 2023, regulators increased scrutiny in relation to potentially imprecise, vague, or +misleading statements in relation to the consideration of sustainability factors within +investment processes or product characteristics. In addition, regional regulatory variations +and differing market standards create an increased regulatory risk and increased costs in +addressing regulatory inquiries and requirements for enhanced disclosures. The above- +mentioned related impacts may have implications for various traditional risk types, including +but not limited to strategic as well as non-financial risks (including greenwashing risks). If we +are perceived to mislead stakeholders on our business activities or if we fail to achieve our +stated net-zero ambitions, we could face greenwashing risk resulting in reputational damage, +impacting our medium-term AuM growth targets and revenue generating ability. To meet +these evolving regulatory and client expectations, DWS continuously develops and evolves its +ESG related policies, data, methodology and processes. +Regulation and Supervision +Opportunities +Responding to regulatory change by developing ESG related policies, data, methodology and +processes to enhance the services we provide to our clients can further differentiate us from +our competitors. +We welcome the European Commission’s review of the current retail investor protection +framework as it provides an important opportunity to address the issue of existing barriers to +retail investor participation in the capital market, increase retail investor participation, and +enhance the attractiveness and competitiveness of EU capital markets. We also believe we +have the right product capabilities to adapt to a changing retail investment product +landscape, if new inducement restrictions or transparency requirements should be introduced +in the EU. +Risks +Regulatory reforms, together with increased regulatory scrutiny more generally, including +ESG and other reforms have had and continue to have a significant impact on us and may +adversely affect our business and ability to execute our strategic plans. +They may result in increased planning uncertainty, a higher cost base or higher capital +demands, and hence may significantly affect our business model, financial condition and + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Outlook +23 DWS Group \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_46.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_46.txt new file mode 100644 index 0000000000000000000000000000000000000000..6cff3f489e07d524fe9b9a14b33ea829c7332d0c --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_46.txt @@ -0,0 +1,82 @@ +results of operations as well as the competitive environment generally. This risk may +adversely impact our medium-term targets. +Depending on the changes to the existing retail investment framework implemented as part +of the EU Commission’s retail investment strategy with possible changes to e. g. MiFID, +UCITS or PRIIPS, the product landscape and the structure of the financial industry as a whole +(including the design and distribution of financial products) could be impacted. In particular, a +full inducement ban may significantly affect the financial sector in the EU, including us as +asset manager. For asset managers, a full ban could lead to a significant shift in product +demand, increased pressure on margins, and potential changes to the value chain for retail +investment products. +Litigation, Regulatory Enforcement Matters and Investigations +Deutsche Bank and we operate in a highly and increasingly regulated and litigious +environment, potentially exposing us to liability and other costs, the amounts of which may +be substantial and difficult to estimate, as well as to legal and regulatory sanctions and +reputational harm. Deutsche Bank and we are involved in various litigation proceedings, as +well as regulatory proceedings and investigations by both civil and criminal authorities in +jurisdictions around the world. +Among other matters: +— On 19 July 2023, Deutsche Bank, Deutsche Bank AG New York Branch, and other US +affiliates including DWS USA Corporation entered into a consent order and written +agreement with the Federal Reserve Board. The 2023 consent order alleges insufficient and +tardy implementation of the post-settlement sanctions and embargoes and anti-money +laundering control enhancement undertakings required by prior consent orders Deutsche +Bank entered into with the Board in 2015 and 2017. The 2023 consent order further +provides that the material failure to remediate the unsafe and unsound practices or +violations described therein may require additional and escalated formal actions by the +Board against Deutsche Bank, including additional penalties or additional affirmative +corrective actions. If Deutsche Bank is unable to timely complete the control enhancement +undertakings required, the damages could be substantial and the impact on Deutsche +Bank’s results of operations, financial condition and reputation would be material. Such +failures may also have material adverse consequences for us. +— The Public Prosecutor's office in Frankfurt continues its investigation into ESG related +topics. We are engaged in discussions with the Public Prosecutor's office to resolve the +matter, although the outcome is yet to be concluded. +— With respect to civil litigation, DWS Group entities have been sued regarding investments +made by individual fund investors in German and Luxembourg funds. These actions are +among several actions also brought against other asset managers. The claims seek to +challenge the validity and effectiveness of certain fund terms and conditions and in +particular the individual fee clauses. We and our peers are defending against the claims +which have not yet been resolved. Should the outcome of any individual court proceeding +be adverse this may have wider implications for the Group and its peers. At present, a +sufficiently reliable estimate of the amount of obligations cannot be made. +Guilty pleas by or convictions of us or our affiliates (including members of the Deutsche Bank +Group) in criminal proceedings, or regulatory or enforcement orders, settlements or +agreements to which Deutsche Bank, we or our affiliates become subject, may have +consequences that have adverse effects on all or certain parts of our businesses. Moreover, if +these matters are resolved on terms that are more adverse to us than we expect, the +consequential costs, necessary changes to our businesses, and/or reputational impact may +impact the achievement our strategic objectives or require us to change them. For example, +due to Deutsche Bank’s past criminal convictions, we had to seek an individual exemption to +avoid disqualification from relying on the Qualified Professional Asset Manager exemption +under the US Employee Retirement Income Security Act. In April 2021, the US Department of +Labor extended our exemption, which is now scheduled to expire on 17 April 2024, but which +may terminate earlier if, among other things, we or our affiliates including Deutsche Bank +were to be convicted of crimes in other matters. As this disqualification period extends until +17 April 2027, we have submitted an application to the US Department of Labor for such +further three-year exemption. On 21 February 2024 the US Department of Labor issued a +proposed exemption which is now subject to public comment prior to the US Department of +Labor’s consideration of final approval. Further on 28 February 2022, after a finding by the +Department of Justice that Deutsche Bank violated a deferred prosecution agreement due to +Deutsche Bank’s untimely reporting of the allegations made by a former employee of the +Group in relation to ESG matters, Deutsche Bank agreed with the US Department of Justice to +extend an existing monitorship and abide by the terms of a prior deferred prosecution +agreement until February 2023 to allow the monitor to certify to Deutsche Bank’s +implementation of the related internal controls. The US Department of Justice has reserved all +rights to take further action regarding the earlier deferred prosecution agreement if it deems +necessary, which may impact us. +Overall Assessment +We believe that the asset management industry will continue to grow over the longer term +and managers able to offer a wide range of Active, Passive, and Alternative strategies will be +able to benefit from opportunities in the market. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Outlook +24 DWS Group \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_47.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_47.txt new file mode 100644 index 0000000000000000000000000000000000000000..acdac5e53e8ab9ed4f28aa84f633787a28e7475f --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_47.txt @@ -0,0 +1,23 @@ +In 2023, we continued to work on our multi-year transformation program with the aim of +improving our standalone capabilities in three key areas – policy, corporate functions and IT +infrastructure. While such a major transformation program presents opportunities for us, it +can also have an impact on our risk profile, and, therefore, we have a quality control team +that is tasked with closely monitoring and evaluating the transformation activities to protect +our clients and our business. As a consequence, during the course of 2023, we announced +delays in the IT infrastructure project leading to another year of substantial IT build costs in +2024, which are expected to be in line with those of 2023. +We further regard our business as well positioned to capture market opportunities and +address asset management industry challenges. As illustrated above, changing market +conditions and investor needs have created significant opportunities for us and the asset +management industry, yet also require us to continuously monitor risks. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Outlook +25 DWS Group \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_48.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_48.txt new file mode 100644 index 0000000000000000000000000000000000000000..b66694d0b7f7c36188425a5bd203e9dae2ab9f9f --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_48.txt @@ -0,0 +1,77 @@ +[Our Responsibility] +Sustainable Action +IFR Article 52 +GRI 3-3 +Our Sustainability KPIs +GRI 2-4; 203-2 +We made progress in 2023 against our sustainability KPIs and remain confident of meeting +our medium-term ambitions. ESG AuM increased driven by market movements and net flows. +Our operational emissions remain on track to meet our 2030 interim net zero target despite +an increase in travel emissions. Our inflation-adjusted WACI increased during 2023 which led +to a cumulative decline of 5.2% since 2019. Our CDP score for 2023 is B, compared to A- in +2022. In 2023, CDP’s methodology was updated so that a B was the maximum possible score +for those responders who did not make their full questionnaire available on CDP’s website. +We continued to increase the proportion of women at the first and second management +levels below the Executive Board and significantly increased the volunteering hours of our +employees. Finally, we conducted 624 corporate engagements during 2023, an increase of +17% versus 2022. Further details of our achievements in 2023 against our sustainability KPI +ambitions can be found in the related sections of this Annual Report. +Sustainability KPIs +KPI Medium-term ambition Full Year 2023 Full year 2022 +ESG AuM +1 +Continue to grow our ESG AuM through a combination of flows into existing products, flows into new products and supporting the +transfer by existing clients of their assets from non-ESG products into ESG products +€ 133.5 bn. € 117.0 bn. +Scope 1 and 2 operational emissions +2 +Achieve a minimum 46% reduction of in-scope operational emissions by 2030 compared to base year 2019 (aligned to our 2030 +interim net zero target) +(64)% (63) % +Scope 3 operational emissions (travel – + air and rail) +2, 3 +(42)% (52)% +4 +Scope 3 portfolio emissions (net zero) – +inflation adj. WACI +Achieve a 50% reduction in the inflation-adjusted WACI related to scope 1 and 2 portfolio emissions by 2030 compared to base year +2019 (aligned to our 2030 interim net zero target) +(5.2)% +5 +(6.3)% +6 +Sustainability rating Maintain or improve our CDP (Climate change) B score by 2024 B A- +Proportion of women Achieve 32% of positions at the first management level below the Executive Board held by female executives and 33% at the second +management level below the Executive Board by 2024 +36.2% – 1. level +36.3% – 2. level +34.5% – 1. level +33.0% – 2. level +Volunteer hours per employee Perform 90 minutes of volunteering on average per employee per year by 2024 104 minutes 84 minutes +Corporate engagements Conduct 475 or more corporate engagements per annum by 2024 624 532 +1 + As of period end. For details on ESG product classification, please refer to section ‘Our Responsibility – Sustainable Action– Our Product Suite’. +2 +DWS Group scope 1 and 2 operational emissions and scope 3 rail emissions are determined on a pro-rata average number of effective staff employed (full-time equivalent) basis from Deutsche Bank Group data. +3 +DWS Group flight data is sourced from Deutsche Bank Group and the associated air emissions are calculated using Deutsche Bank Group methodology. +4 +Prior year data updated due to revised methodology (previously (50%)). +5 +Refers to our AuM at the end of 2022 and emissions for 2021 compared to baseline year 2019. Further details are available in the Net Zero Annual Disclosure Base Year 2021 report +(https://www.dws.com/AssetDownload/Index?assetGuid=242d5412-cf67-4ca6-a363-7b70d585bfef&consumer=E-Library). +6 +Refers to our AuM at the end of 2021 and emissions for 2020 compared to baseline year 2019. Further details available in the Net Zero Annual Disclosure Base Year 2020 report +(https://www.dws.com/AssetDownload/Index?assetGuid=96bf52fa-b9cf-42fc-84c9-141abbacb531&consumer=E-Library). + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Responsibility +26 Sustainable Action \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_49.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_49.txt new file mode 100644 index 0000000000000000000000000000000000000000..2e69577b8830cadf0b512233310450a9d85d331b --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_49.txt @@ -0,0 +1,76 @@ +Our Impact on Climate Change +GRI 201-2; 3-3; 305-5 +Highlights +– Cumulative 5.2% decrease in the inflation-adjusted WACI from the 2019 baseline in the first +two years +– Publication of “DWS Coal Policy” – our new policy governing our investments in thermal +coal related activities +Management Approach +To mitigate climate change, transformation is required across all parts of the real economy. +Reflecting on our responsibilities as an asset manager, we are committed to supporting our +clients in navigating this transformation by providing our expertise and bespoke investment +solutions. +Our intention is to become climate-neutral by 2050, in line with the Paris agreement, both at +the operational and portfolio level. As a founding member of the NZAM, we have set specific +net-zero interim targets for 2030 for both levels. In navigating the path to net zero, we intend +to focus on systematic engagement with key stakeholders along the entire investment value- +chain, such as our clients, investee companies but also index providers. Further details on our +engagement can be found in ‘Our Investment Approach’, as well as in our ‘Climate Report’ in +the sections ‘Strategy – Active Ownership’ and ‘Strategy – Our Progress towards Portfolio Net +Zero’. +In our CDP disclosure in July 2023, we reported that for our assets under management in- +scope for net zero targets, the inflation-adjusted WACI had decreased by a cumulative 5.2% +from our 2019 baseline figure in the first two years. +The net zero relevant extract of our latest CDP disclosure including further details on the +methodology, metrics and reconciliation of figures can be found in our Net Zero Annual +Disclosure 2021 (h +ttps://www.dws.com/AssetDownload/Index?assetGuid=242d5412- +cf67-4ca6-a363-7b70d585bfef&consumer=E-Library). +The guiding principle of our actions towards portfolio net zero is to support the transition of +the real economy and to contribute to a real-world reduction in carbon emissions. Therefore, +engagement rather than divestment, remains our preferred mechanism. For further details on +our net zero engagements, please refer to ‘Stewardship’ in the section ‘Our Investment +Approach – Targets and Measures’. +Based on the initial SBTi methodology for Financial institutions (Version 1.0), in October 2021, +we committed to develop a science-based target to be submitted to SBTi for official validation +by October 2023 and intended to publish a Climate Transition Plan. Since then, SBTi further +evolved its methodology and issued a draft Net Zero Standard for Financial Institutions in +2023 which was followed by a public consultation. We contributed to this consultation and +now await the final Net Zero Standard that is expected to be published in 2024. As a result, in +agreement with SBTi, the initial target setting deadline was extended. In consideration of the +final standard, we will refine our decarbonization approach. +Further details on our approach to combatting climate change can be found in our Climate +Report. +Organisational Structure +Our sustainability governance starts with the Executive Board, which has the overall +responsibility for managing sustainability-related risks and opportunities. The Executive Board +is supported by the Group Sustainability Committee, which is empowered to take decisions to +implement our sustainability strategy. The Sustainability Oversight Office supports the Group +Sustainability Committee and aims to ensure effective sustainability governance. Further +details are outlined in our ‘Climate Report – Governance’ in the section ‘Supplementary +Information’. +Opportunities and Risks +As a corporation and fiduciary asset manager, we are committed to measuring, analysing and +managing all material opportunities and risks, including those that relate to climate change. +The policy on ESG integration in the risk management framework (formerly titled +“Sustainability Risk Management Policy”), describes how sustainability risks, including climate +risks, are integrated into our risk management framework. It requires sustainability risks to be +incorporated into our operating model for impacted risk types and business functions. In +2023, we revised the policy by specifying in more detail the consideration of adverse impacts +to the environment and society. +We identified several risk types and dimensions either affecting ourselves or investors that are +impacted by sustainability factors, including climate. This includes investment risks in DWS +managed products related to climate transition and physical climate events, and corporate +risks from our strategic decisions and reputation in the market. Based on their relevance and +materiality, we integrate climate-related risks in our risk management processes. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Responsibility +27 Sustainable Action \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_5.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_5.txt new file mode 100644 index 0000000000000000000000000000000000000000..f523efd1457c37cbc33c93f1ff3cf5a6dbf8942c --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_5.txt @@ -0,0 +1,42 @@ +aim is to initially develop a comprehensive suite of exchange-traded commodities on certain +digital assets in Europe. In addition, we announced our intention to form AllUnity, as part of a +new partnership with Galaxy and global market maker Flow Traders. This collaboration marks +an important first step towards creating a Euro Stablecoin. +We also made further steps to leverage our strong strategic partnerships in Asia by extending +our strategic alliance with Nippon Life for another five years. Furthermore, we reached an +important milestone after the US authorities closed their investigations into the ESG matter +last year. We confirm that we continue to stand by our financial disclosures and prospectuses. +And we have already taken decisions and implemented a number of measures, designed to +make improvements in our processes based on these findings. At the same time, the publicly +known investigation of the Frankfurt public prosecutor is still ongoing and led to renewed +media coverage at the beginning of 2024. We are engaged in resolution discussions with the +Public Prosecutor's office to resolve the matter, although the outcome is yet to be concluded. +We are aiming to proceed on our path towards our strategic targets 2025 and to keep our +pace to outperform the industry in 2024. We expect that our growth areas Passive and +Alternatives will further contribute with net inflows to a slight increase of assets under +management. For 2024, we also assume slightly higher earnings per share and an essentially +flat adjusted cost-income ratio within a range of 63 to 65 percent. +Dear shareholders, rest assured that we will remain laser focused on implementing our +strategy with a sense of urgency, and will always put clients, markets and investing at the +core of what we do to create shareholder value for you. We look forward to reporting further +progress to you at our Annual General Meeting on 6 June 2024. +Sincerely yours, +Dr Stefan Hoops +Chief Executive Officer + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Letter of the Chief Executive Officer +III +The secret transportation is a "boat". \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_50.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_50.txt new file mode 100644 index 0000000000000000000000000000000000000000..d9e19cdb079574c7caa847ee6c95a53629b2ab4b --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_50.txt @@ -0,0 +1,76 @@ +Further details on our integration approach for sustainability risk can be found in the section +‘Risk Report – Risk Framework – Risk Management – Sustainability Risk and Adverse Impacts +to the Environment and Society’ and climate-related opportunities and risks are further +elaborated on in our ‘Climate Report’. +Targets and Measures +Extract of our latest NZAM annual disclosure including further details on methodology, metrics and +reconciliation of figures +Assets under management in-scope for net zero +commitment +€ 302.9 billion or 36.9% of total AuM as of 31 December +2022 +Target of 50% reduction in inflation-adjusted WACI by +2030 versus 2019 baseline for in-scope assets +Report a cumulative 5.2% decrease from the 2019 baseline in +the first two years +We apply the inflation-adjusted WACI instead of the standard WACI to strip out the effect of +price increases from the decarbonisation metric. Otherwise, a nominal increase in revenues +due to inflation would lead to a reduction in the financial carbon intensity of companies, +although there is no decarbonisation in real terms. The surge in inflation in recent years has +highlighted the importance of adopting this approach. +In the 2019 baseline, the WACI amounted to 170.5 tonnes of CO2 equivalents per million USD +of revenue (“tCO2 e/mnUSD”). In 2021, this changed to 154.5 tonnes of CO2 e/mnUSD. +Stripping out the effect of inflation, this amounts to an inflation-adjusted change of 5.2% over +two years. +Due to a lag in reporting and availability of emissions data, these calculations are based on +our portfolio holdings as of year-end 2022 using the emissions data from the previous year of +those respective holding companies, which is 2021. Similarly, the baseline figure was based +on year-end 2020 portfolio holdings and 2019 emissions. +The main drivers for change in WACI of our portfolios is the combined result of three main +underlying effects: +— Changes to portfolio holdings due to fund flows, market movements, or other portfolio +considerations +— Changes to the carbon intensity of holding companies themselves +— Changes to our product mix, i. e. existing products being closed or new product launches +Throughout 2023, we continued with our climate-related activities and disclosures as +described by the Task Force on Climate-related Financial Disclosures (TCFD). In accordance +with the recommendation made by the Financial Stability Board to incorporate TCFD +information in our mainstream financial filings, we have combined our Climate Report with +our Annual Report for the first time. As such, all further information on our climate-related +activities can be found in the ‘Supplementary Information’ to this report. +Biodiversity and Water +GRI 3-3 +Highlights +— We started a project to lay the groundwork to address biodiversity risks. +— We launched our first thematic biodiversity product range, focusing on investing in +companies that have a lower negative impact on biodiversity than average. +— We published new research reports in the context of water and oceans. +Our Management Approach to Biodiversity and Water +Introduction +In line with Taskforce on Nature-related Financial Disclosures and Network for Greening the +Financial System definitions, we consider the term “nature” as all life on earth (i. e., +biodiversity), together with the geology, water, climate, and all other inanimate components +that comprise our planet. Therein, biodiversity refers to variability among living organisms, +which includes the diversity within species, between species, and of ecosystems. +Actions Taken in 2023 +As biodiversity has increasingly come onto the agenda of investors, we started a project in +collaboration with the World Wide Fund For Nature Germany to increase understanding and +build up capabilities to address biodiversity opportunities and risks. In this project, we are +working on three pillars: +— Thought leadership: Publication of research reports to enhance the understanding of +biodiversity dependencies, risks, and impacts, in investments. +— Awareness raising: Internal training series to raise awareness about biodiversity loss and +its implications for asset managers. +— Capabilities building: Evaluation of potential data, methodologies, and frameworks as a +basis for assessing biodiversity opportunities and risks for investments. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Responsibility +28 Sustainable Action \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_51.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_51.txt new file mode 100644 index 0000000000000000000000000000000000000000..b9a4256530e95a9c5092c922edc45cc37715e011 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_51.txt @@ -0,0 +1,74 @@ +Our Approach to Biodiversity +Already in 2022, the DWS Research Institute highlighted the growing importance of the Earth +systems’ nexus of climate, biodiversity, land, water and oceans, for the investor agenda. This +laid the foundation for the latest research report published in 2023. +Biodiversity-related metrics are already part of our overall scores within our ESG Engine, for +example our metrics on sustainable land and agricultural use or SDG 15: Life on Land. In +addition, as part of our disclosure on Principal Adverse Impacts (PAI), our legal entities in +scope of SFDR report on biodiversity-related factors (e. g., PAI 7 “activities negatively +affecting biodiversity-sensitive areas”). +Based on our engagement framework for DWS Investment GmbH, DWS International GmbH, +DWS Investment S.A. and DWS CH AG we had a number of investee engagements focused on +biodiversity and deforestation topics in 2023. +In 2023, we launched our first biodiversity-themed product range with three Xtrackers ETFs. +The listed index funds provide exposure to equities exhibiting lower biodiversity-related risk +relative to their sector peers and exclude business activities negatively impacting biodiversity. +Our Approach to Water and Oceans +In 2023, the DWS Research Institute published reports on the hidden costs of water pollution +and implications of temperature increases in the oceans. +Water-related metrics are part of our overall scores within our ESG Engine, for example the +water risk and opportunities score (within climate and transition risk assessment). +Water has been a regular topic in our engagement activities, specifically setting out +expectations for better water-related disclosure practices, third-party certifications to verify +positive impacts on water, or engagement with suppliers to improve their capacity to comply +with the company’s water-related polices. In 2023, a number of company engagements +focused on water and blue economy topics. As part of our membership in the Valuing Water +Finance Initiative, we continued to engage with a European apparel company. In that context, +we also conducted a webinar in collaboration with Ceres on the initiative’s progress in +engaging with water intensive and polluting companies. +Organisational Structure +Biodiversity and water topics are managed by various teams in a multi-disciplinary approach. +Our Product Suite +Highlights +– Our ESG framework for actively managed retail funds domiciled in the EU has been further +enhanced through the adjustment of our ESG filters. +– The Xtrackers business further broadened the European-domiciled ETF product line-up with +additional social, climate, and biodiversity themed offerings. +– As a strategic business priority, we aim to support the transformation of European +economies to meet increasing demand for private capital and bridge financing gaps. +Management Approach +As outlined in the section ‘Our Strategy and Our Market – Our Strategy’, we updated our +sustainability strategy in 2023. Subsequently, within the Product Division, dedicated +initiatives and working groups have been established to implement this strategy on the +product level. +Most of our European domiciled actively managed retail funds continue to apply one of two +DWS ESG filters: “DWS ESG Investment Standard” or “DWS Basic Exclusions”. The “DWS +Basic Exclusions” filter represents our basic approach to incorporating certain exclusions in +the investment policy of the relevant fund. Products applying this filter only are excluded from +the 2023 ESG AuM number. The “DWS ESG Investment Standard” filter enhances the +exclusions in comparison to the “DWS Basic Exclusion” filter. Products applying this filter are +included in the 2023 ESG AuM number. +In 2023 we further amended the DWS ESG filters taking into account amongst other topics +the requirements of our DWS Coal Policy. For funds reporting under Article 8 and 9 SFDR we +also excluded companies without ESG data coverage in the “DWS Norm Assessment” to +ensure compliance with good governance practices. Additional adjustments in the “DWS ESG +Investment Standard” filter include the introduction of new exclusions in controversial sectors +as well as the introduction of the “UN Global Compact Assessment”. +Over the course of 2023, the Xtrackers business continued to increase the number of +European-domiciled ETFs which promote environmental or social characteristics with the +launch of 26 new ETF sub-funds disclosing under Article 8 SFDR. +Such product launches included the expansion of the range of ETFs investing in companies +related to the achievement of the United Nation’s SDGs, additions to ranges of Climate +Transition and Paris-Aligned ETFs, in line with the relevant EU Climate Benchmark Delegated + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Responsibility +29 Sustainable Action +The secret food is a "hamburger". \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_52.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_52.txt new file mode 100644 index 0000000000000000000000000000000000000000..6bdf1075e698a87d7aa0f198375e9768f1200369 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_52.txt @@ -0,0 +1,73 @@ +Regulation, and the establishment of the Xtrackers Biodiversity Focus SRI suite which aims to +enable investors to reduce the risks associated with the decline in biodiversity. +Throughout 2023, we further increased the number of illiquid Alternatives funds which +promote environmental or social characteristics and report under Article 8 SFDR. +The aim to support the transformation of European economies is a key strategic business +priority for 2023 and beyond. We aim to meet the increasing demand for private capital and +bridge financing gaps in strategically important areas of transformation. On this basis, in 2023 +we started to leverage existing products as well as develop a family of dedicated investment +solutions that focuses on different aspects of the European transformation. In addition, +together with the Frankfurt School of Finance & Management, we established the “Centre for +European Transformation” to support political and economic decision-making and thus to +promote transformation and growth in Europe with our political partners. +Our Alternatives business is continuously looking to play an active role in supporting the +climate transition by mobilising private capital to transform European small and medium +enterprises, commercial and residential real estate as well as infrastructure in the region. In +2023, we developed climate dedicated transition strategies across our real assets' platform +and further expanded our new product pipeline to meet increasing investor demand. +Organisational Structure +The Product Division is a global function positioning the product suite as the key differentiator +and strategic instrument for growth in an increasingly competitive asset management +industry. +The Global Head of Product is an Executive Board member and leads the Product Division. +The Product Division is organized around functions and regions and owns processes across +the product lifecycle: Starting from the product specific strategic planning process, product +development, and product launch, the Product Division also steers and manages the product +suite. +Dedicated ESG teams within the division support our internal investment teams and external +clients in providing ESG information, analysis, and investment solutions. +Opportunities and Risks +ESG regulation continues to evolve rapidly, particularly in the EU. There is interpretation and +clarification of these new regulations as well as the expectation of further regulatory +requirements which will continue to influence product design, disclosure and reporting with +respect to ESG components. Further divergence of regulatory regimes between different +regions could increase challenges on global asset managers but we aim to continue aligning +our product suite to these evolving regulatory and industry standards. +Efforts to make global supply chains more resilient against shocks are adding to inflationary +pressure, among other factors. Geopolitical risks could impact global markets and therefore +our product suite. Against this background, we will continuously aim to diversify and evolve +our product suite to address these risks. +We see interest in climate related products, particularly climate transition, which could +provide opportunities for us as an asset manager. +Targets and Measures +Based on our global ESG Framework, the following products were considered as ESG AuM as +at the end of 2023: +– Liquid actively managed products: retail mutual funds which follow the “DWS ESG +Investment Standard” filter, or have a “sustainable investment objective”, and US mutual +funds which have been labelled as ESG and seek to adhere to an ESG investment strategy. +– Xtrackers ETFs which apply a screen comparable to the “DWS ESG Investment Standard” +filter, or which track indices that comply with the EU Benchmark regulation on EU Climate +Transition Benchmarks and EU Paris-Aligned Benchmarks, or have a “sustainable +investment objective”, and other liquid passively managed funds which have been labelled +as ESG and/or seek to adhere to an ESG investment strategy. +– Liquid mandates or special funds for institutional clients or white label products in-scope of +SFDR and that report pursuant to Article 8 SFDR which follow the “DWS ESG Investment +Standard” filter or a comparable ESG filter aligned with the client or which are in scope of +SFDR and report pursuant to Article 9 SFDR. +– Liquid mandates or special funds for institutional clients or white label products which are +out of scope of SFDR but comply with certain of the “General Industry Standards and +Guidelines for Sustainable Investing”. +– Illiquid products which are in scope of SFDR and report pursuant to Article 9 SFDR +– Illiquid products which are out of scope of SFDR but which have a “sustainable investment +objective”. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Responsibility +30 Sustainable Action \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_53.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_53.txt new file mode 100644 index 0000000000000000000000000000000000000000..a8db8583e2c273823e9d4974fc592fbe06e47294 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_53.txt @@ -0,0 +1,77 @@ +ESG AuM (according to our ESG framework) +in € m. 31 Dec 2023 31 Dec 2022 +ESG AuM – Active 88,212 81,263 +ESG AuM – Passive including Xtrackers 43,333 34,193 +ESG AuM – Alternatives 1,954 1,552 +Total ESG AuM (according to our ESG framework) 133,499 117,007 +Our Investment Approach +GRI 2-23; 2-24 +Highlights +– In the PRI assessment for the reporting year 2022, we reached 5 stars in two modules and 4 +stars in nine modules of the 12 PRI assessment modules relevant for us. +– In 2023, we continued to operate our engagement framework and have now included +DWS CH AG in addition to DWS Investment GmbH, DWS International GmbH and +DWS Investment S.A. Those entities conducted a total of 624 engagements. +Management Approach +We were among the early signatories of the United Nations-backed PRI, which we joined in +2008. As a consequence, we have processes, commitments and policies in place that are +designed to incorporate ESG factors into the investment process. +Organisational Structure +The CEO also heads the Investment Division. +The Investment Division is organised by investment approach (Active, Passive including +Xtrackers and Alternatives) and regions (Americas, EMEA, APAC), each with tailored +approaches to the incorporation of ESG factors in the investment process. +The CIO for Responsible Investments reports into the Global Head of Portfolio Management – +Public Markets. The CIO Office for Responsible Investments supports ESG incorporation for +the investment platforms of Active, Passive including Xtrackers and Alternatives. The CIO +Office for Responsible Investments includes: +— Corporate Governance Center +The Corporate Governance Center is organised by regional focus areas to account for +varying market practice standards and proxy voting operational procedures. For our largest +management companies in Europe, the Corporate Governance Center defines our +proprietary standards and expectations for good corporate governance for our portfolios +and mandates according to the pooled voting rights agreements between DWS Investment +GmbH, DWS Investment S.A. and for specific portfolio management mandates of DWS +International GmbH. For our other legal entities that may have their own processes and +policies in place, the Corporate Governance Center provides guidance and support on +relevant stewardship topics. +Our corporate governance understanding builds on over 30 years of experience as active +owners and is based on relevant national and international legal frameworks and +associations (e. g., German Corporate Governance Code, the UK Corporate Governance +Code, International Corporate Governance Network and the Group of Twenty/OECD +Principles of Corporate Governance). We actively participate in relevant national and +international investor working groups, as well as providing our input on German and +European regulatory consultations. +— ESG Integration team for Active Investment Management +The ESG Integration team for Active Investment Management enables investment +professionals to integrate material ESG factors into the Active investment process. The +team also conducts engagements as part of the engagement framework for selected +holdings of our portfolios and mandates of DWS Investment GmbH, DWS Investment S.A. +and DWS CH AG and for specific portfolio management mandates of DWS International +GmbH. +– ESG Engine and Solutions team +The ESG Engine and Solutions team is responsible for the design and implementation of +DWS ESG methodologies within our proprietary ESG Engine. The ESG Engine produces key +assessments, which are the basis for DWS ESG investment strategies (referred to in the +section ‘Our Product Suite’) and for ESG integration activities. The ESG Engine collects data +from various sources including leading commercial ESG vendors. For the asset classes +where data are available, the data are standardised and aggregated to yield ESG +assessment scores and grades which are used by different functions within DWS. The ESG +Engine and Solutions team owns the validation of the results produced by the ESG Engine +in regular update cycles. Throughout 2023, we used five external commercial ESG data +providers: MSCI ESG, Morningstar Sustainalytics, ISS ESG, S&P TruCost, and ESG Book. The +data are made available to research analysts and portfolio managers for liquid assets +through the Aladdin platform and provides support to research, investment decision +making and for managing ESG strategies. The use of the ESG Engine and the scope of +application remained unchanged throughout 2023. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Responsibility +31 Sustainable Action \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_54.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_54.txt new file mode 100644 index 0000000000000000000000000000000000000000..6172d27e4ceced8ed40573e9526c31614ac5b472 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_54.txt @@ -0,0 +1,80 @@ +Involvement of our Research Institute +Our Research Institute is responsible for producing research on key investment themes, ESG +thematic reports and DWS’s long view ten-year return forecasts. The team acts as a key +channel for delivering thematic research reports produced in the investment teams across the +Group. In 2023, the ESG Thematic Research team continued to publish reports on solutions to +European Transformation such as electrification of transport, alternative fuels, energy +efficiency, and direct lending to small and medium sized companies. The Research Institute +also continued its focus on nature by publishing articles on fresh water and the oceans and +the first of a series of reports on biodiversity focused on regulations. The third report on ESG +in Strategic Asset Allocation was also published. Reports were also published to support new +Xtrackers product launches on thematic investing, green infrastructure, semi-conductors, +cybersecurity, critical technologies and navigating the climate indices as well as European +carbon allowances. +Opportunities and Risks +Human Rights and Norm Assessment +In recent years, countries such as Germany, France, UK, and Australia made laws on +corporate accountability for topics such as human rights, which require larger companies to +identify risks related to violation of human rights and environmental destruction. The United +Nations Guiding Principles on Business and Human Rights clearly expect companies to +operate to a higher international standard where national laws do not sufficiently respect +human rights. +Investee companies can have an impact on the human rights of their employees and workers +along their value chain as well as local communities. We incorporate the obligation to +consider human rights issues in relevant internal policies and frameworks. Additionally, our +norm assessment incorporates, among other factors, human rights controversies. These +norm assessments are available to our investment professionals so that they can integrate +these signals and material risks into the preparation of engagement discussions, investment +research analysis and subsequently into investment decision making. Furthermore, we also +carried out thematic engagements on human rights in Myanmar and Belarus in 2023. Please +refer to the next section for respective international norms and guidelines applied in the +process. +ESG Data +Given the rapid changes taking place in the world of ESG, we have processes in place that are +designed to incorporate changes into the ESG Engine in a reasonable time. Such processes +are required, for example, to enable us to meet specific client needs, or comply with +developments in regulatory reporting requirements. The processes are run by the ESG Engine +and Solutions Team and under the governance of the ESG Methodology Council. +Targets and Measures +Incorporation of ESG in the Active Investment Process +Our policies and procedures are regularly reviewed and updated where necessary. The +Investment Division’s policies and statements are guided by the PRI Initiative, client needs, +regulatory requirements, other initiatives and stakeholder views including NGO’s. +Some of these policies and statements apply globally, others are regional and/or national in +scope or only applicable to certain portfolio management teams. The applicability is a +function of the nature of the matter concerned and and relevant market standards. +Investment professionals, for the relevant legal entities within Active, are subject to the ESG +Integration Policy for Active Investment Management. Jurisdictional differences, as well as +different regulatory requirements, may lead to differences in the implementation of the policy. +However, our investment professionals are expected to be aware of material ESG matters +and, subject to the foregoing differences to comply with internal processes and legal, +contractual, and regulatory obligations. +Stewardship +The Corporate Governance Center +In line with our commitment to fostering good corporate governance and in accordance with +our stewardship approach for our largest management companies in Europe (DWS +Investment GmbH, DWS Investment S.A. and for specific portfolio management mandates of +DWS International GmbH), we sent an annual pre-season letter to more than 3,700 investee +companies early in the year. The letter elaborated on key changes to our Corporate +Governance and Proxy Voting Policy prior to the proxy voting season. During the 2023 proxy +voting season, we raised questions at a total of 70 shareholder meetings, as published at +https://www.dws.com/en-gb/solutions/sustainability/corporate-governance/ +. The team also +sent individualised post-season letters to more than 850 of our investees. These letters +highlighted where we voted against management recommendations that failed to comply +with the DWS Corporate Governance and Proxy Voting Policy. +One of our priorities in 2023 was to progress on our 2020 net zero commitment. In support of +our ambition, we continued to send thematic engagement letters to 80 additional companies +with high WACI portfolio contribution in 2023. In the letter we set out our expectations, +informed the companies of our voting strategy and requested detailed information about their + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Responsibility +32 Sustainable Action \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_55.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_55.txt new file mode 100644 index 0000000000000000000000000000000000000000..d50cbc13da7a8e5723c6288cf6e5d9d3a83a8065 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_55.txt @@ -0,0 +1,73 @@ +net zero strategies. In 2023, as part of our thematic net zero engagement programme, we +conducted 214 dedicated net zero engagement activities. +In line with our new DWS Coal Policy, we sent engagement letters to 27 investee coal +companies, communicating the relevant aspects of the DWS Coal Policy and our expectations +that they accelerate their phase-out from coal and publish transition plans by end of 2025 at +the latest. More details can be found in our Climate Report in the section Our Progress +towards Portfolio Net Zero. +We regularly review and update our Corporate Governance and Proxy Voting Policy for DWS +Investment GmbH, DWS International GmbH and DWS Investment S.A. to reflect +developments in regulation and/or market best practices. In 2023, the changes covered +decarbonisation shareholder proposals, executive compensation, and Japan, among others. +Examples of changes are: +Say on Climate and Shareholder Proposals on Decarbonisation: +A new section in our Corporate Governance and Proxy Voting Policy lays out our minimum +expectations on carbon transition plans including oversight of climate issues, TCFD reporting +and setting targets that cover all relevant emissions based on a credible science-based +methodology. We have further expanded our expectations towards our investee companies +on the following topics: +— thermal coal phase-out +— inclusion of emissions reduction targets into the executive compensation plans +— CAPEX alignment with their respective GHG emission reduction target +— climate lobbying for investee companies with high carbon exposure +Executive Compensation: +In the context of challenging economic conditions, our amendments focused on pay-for- +performance alignment and appropriate pay structures, such as performance metric selection +within the annual bonus and long-term incentive plan and fixed salary increases. +Japan: +We reviewed our expectations for large-cap Japanese investee companies given the +development of corporate governance topics in the Japanese market. We still expect at least a +majority of independent board members and 25% female board representation for prime- +listed companies. +ESG Assessment Activities +The ESG Engine activities are driven by the business, regulation and clients' demands and are +monitored by the ESG Methodology Council. +The focus in 2023 was on streamlining the governance processes around the ESG Engine and +to support the Product Division in their restructuring of DWS investment guidelines pertaining +to ESG investments. In addition, core ESG methodologies were reviewed and/or revised as +well as validated by the DWS Model Risk Validation team. +The quality and actuality of ESG assessments provided by the ESG Engine is reviewed by the +Sustainability Assessment Validation Council upon request. In 2023, there were 216 reviews +including 24 downgrades, and 10 upgrades. +ESG Integration Activities +In 2023, the ESG Integration team continued to support the investment platform in several +areas. It: +— introduced a comprehensive control framework that is designed to ensure compliance with +the ESG Integration policy for Active Investment Management. +— continued to engage with investment professionals on ESG integration topics. +— provided global training sessions on new ESG methodologies, updated policies, and +preparation for ESG analyst certification. By the end of 2023, an additional 346 colleagues +qualified as certified ESG analysts (please refer to the section ’Our Responsibility – +Entrepreneurial Spirit’ for further details). +— continued with sector global materiality workshops to assist investment professionals in +their identification of material ESG issues. +Our Engagement Framework +We continue to operate an engagement framework for DWS Investment GmbH, DWS +International GmbH, DWS Investment S.A. and included DWS CH AG in 2023, which is +designed to define engagement targets and track engagement outcomes for our investees. +The engagement framework is supported by a regional Engagement Council which meets on +a regular basis to discuss and review engagement related topics. The Engagement Council +members also discussed changes to the engagement priority list, based on the selection +criteria and reviewed relevant thematic engagement letters. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Responsibility +33 Sustainable Action +The secret fruit is a "banana". \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_56.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_56.txt new file mode 100644 index 0000000000000000000000000000000000000000..c2784dfa4f994c5d8ca99b429d6d801fe998d383 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_56.txt @@ -0,0 +1,97 @@ +For the DWS equity holdings that are in the scope of our Corporate Governance and Proxy +Voting Policy applicable to the pooled legal entities (as executed by DWS Investment GmbH), +624 engagements were conducted in 2023. +Proxy Voting Activity +In 2023, for funds and mandates domiciled with our legal entities in Europe and Asia, we +submitted votes at a total of 5,646 general meetings at 4,068 investee companies across +62 markets. This is an increase of 40% of companies voted compared to 2022. +These meetings represented approximately 95% of our equity assets under management in +Europe and Asia. For the mutual funds domiciled in the US, we also exercise voting rights for +all equity holdings and in 2023, we voted at a total number of 9,354 meetings. +Proxy voting and corporate engagements +2023 2022 % change +Proxy voting: +For mandates and funds domiciled with our legal entities in +Europe +1 + and Asia +2 + (submitted votes +3 +) 5,646 3,857 46 +Companies votes submitted to +3 + 4,068 2,897 40 +For mandates and funds domiciled with our legal entities in the US +(submitted votes) 9,354 9,340 0 +Companies votes submitted to 6,791 6,777 0 +Annual General Meeting attendance/questions sent to +company boards for virtual/physical shareholder meetings for +funds and mandates domiciled in Europe +1 + 70 64 9 +Corporate engagements for funds and mandates domiciled in +Europe +4 + 624 532 17 +1 + DWS Investment GmbH (with discretion to vote for certain assets under management of DWS International GmbH, +DWS Investment S.A. (including SICAVs and PLCs) based on delegation agreements). Other DWS legal entities may +have their own voting process based on different local regulatory requirements. +2 + DWS Investment GmbH acts as a proxy advisor for the two separate DWS legal entities in Hong Kong (DWS +Investments Hong Kong Ltd.) and Japan (DWS investments Japan Ltd.), for which DWS Investment GmbH provides +voting recommendations and the voting rights and voting execution lies with the respective Hong Kong and Japan +entity. +3 +Of these, votes at 59 meetings at 55 companies were rejected. Out of these 55 companies, 4 companies had other +successfully voted meetings. +4 +The engagement framework applies to the following legal entities: DWS Investment GmbH, DWS Investment S.A. +(including SICAVs and PLCs), for certain assets of DWS International GmbH and DWS CH AG. +More details on our engagement and proxy voting activities for 2023 can be found in our DWS +Stewardship – Engagement and Proxy Voting Report 2023, once published. For details about +Stewardship in 2022, please see https://www.dws.com/AssetDownload/Index? +assetGuid=85963db4-1682-4369-8172-78b917aa0ece&consumer=E-Library +Contribution to Action on Climate Change +GRI 201-2 +Throughout 2023, we continued to focus on fundamental ESG thematic research, engaging +with third parties and ensuring that ESG themes are discussed in the DWS CIO View. Various +topics including physical climate risks and Sustainable Development Goals (SDGs) were part +of our CIO Day. +ESG in Alternatives +Illiquid investments comprises direct investments into unlisted real estate, infrastructure +(both via debt or equity) and private equity. The inherent differences between the liquid and +illiquid asset classes require that the approach to incorporating ESG for Alternatives be +tailored specifically to the relevant Alternatives asset classes as outlined in the sections +below. In general, the incorporation of ESG into the illiquid investment process takes place +during investment due diligence and portfolio management. +ESG in Real Estate Investments +GRI 203-1 +Our real estate business recognises the importance of identifying, assessing, and managing +sustainability-related risks and opportunities as an integral part of conducting business. DWS +Real Estate focuses on the following ESG aspects, which are material for real estate equity +and/or debt investments: transitional (e. g., a building’s energy efficiency), physical (e. g., +flooding risk), social norms (e. g., well-being sustainability rating) and governance (e. g., third- +party risk rating of a debt sponsor). These ESG aspects can present both risks and +opportunities for the financial performance of real estate assets, and investments may have +positive and negative environmental and social effects. +Therefore, DWS Real Estate takes a fiduciary-led approach to ESG aspects and sustainability +performance in private real estate investment management, defining a range of operation +between ESG and financial risk boundaries. The ESG risk boundary relates to risks where +appropriate actions to assess and manage ESG aspects, if not undertaken in good time, could +result in negative impacts on sustainability and long-term expected financial performance of +the asset or portfolio. The financial risk boundary relates to negative effects of inappropriate +sustainability actions (e. g., actions that are ill-timed, or too extensive) on compliance with the +investment objectives. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Responsibility +34 Sustainable Action \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_57.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_57.txt new file mode 100644 index 0000000000000000000000000000000000000000..7424ddc599a97b5ef4c6373d38b96062a7ef51ab --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_57.txt @@ -0,0 +1,75 @@ +DWS Real Estate has identified eight sustainability topics, which are most relevant for real +estate investment management, and grouped them into the following four sustainability +themes: +— Resilience, encompassing efficiency in construction and operation, and asset adaptation to +external conditions +— Well-being, encompassing physical and mental occupant comfort and air quality +— Nature, encompassing circularity in buildings and protection of ecosystems from pollution +— Community, encompassing housing affordability and stakeholder engagement +Sustainability objectives on portfolio level are considered in relation to the investment +strategy, contractual financial requirements, market and regulatory conditions and specific +client expectations and formalized in a portfolio-specific sustainability strategy. ESG aspects +and sustainability performance are important elements of consideration in each phase of the +real estate investment process. This includes both risks and opportunities analyses informing +acquisition, asset management and disposal decisions. Identified actions are assessed +against accretive returns objectives and integrated in sustainable asset management plans +accordingly. +Sustainability Benchmarking and Certification in Relation to Real Estate +In order to provide transparency to our investors, we report into the Global Real Estate +Sustainability Benchmark (GRESB), which provides an independent assessment of portfolios +and funds using a peer-based approach and scoring based on several ESG metrics. In 2023, +we reported 20 individual portfolios to GRESB, covering USD 61.8 billion AuM. +Aggregated across all portfolios, using the GRESB analysis feature, in 2023 we achieved a +30/30 Management score, compared to the GRESB average of 28. Management component +covers governance categories such as leadership, policies, reporting and stakeholder +engagement. Furthermore, the aggregated portfolio achieved a performance score of 51/70, +as compared with the GRESB average of 52. Performance component measures issues such +as certifications and ratings, carbon, energy, water and waste performance. Eight portfolios +achieved four-star GRESB rating (five stars is the highest rating). In addition, all 20 portfolios +achieved Green Star recognition. Other than the GRESB Rating, which is a relative rating, the +GRESB Green Star is a rating on absolute performance. For more information, please see +https://www.gresb.com/nl-en/faq/what-is-a-green-star/. +ESG in Infrastructure Investments +GRI 203-1 +We seek to incorporate ESG considerations into the investment framework of the +Infrastructure business at all stages of the investment lifecycle for equity investments, from +the initial screening and due diligence to the asset management and exit stages. During the +holding period, we monitor the ESG attributes of the investments through the regular +reporting of KPIs to us from the portfolio companies, and through completion of the annual +GRESB Infrastructure benchmarking assessment at both fund and asset level. The KPIs cover +ESG issues such as carbon footprint, water usage, health and safety indicators and diversity +and inclusion metrics at both staff and board levels. Our due diligence also considers +governance topics such as fraud, bribery, sanctions and compliance, as required. Findings +from the due diligence phase are incorporated into the Investment Committee paper and +presented to the Investment Committee for consideration. +The Infrastructure business also places emphasis on reporting, producing an annual +Sustainable and Responsible Investment report for investors. Infrastructure achieved a 5* star +rating in the UN PRI assessment for the calendar year 2022 which was published in 2023. +During 2023 we updated the Environmental and Social Management System under which the +business operates in order to reflect changes in the ESG environment and to strengthen our +procedures. It has also been updated to reflect our obligations under SFDR and investor +requirements. The Environmental and Social Management System applies to potential and +existing portfolio investments in infrastructure equity. Furthermore, it also creates a process +for regular engagement with portfolio companies on ESG matters and a framework for their +regular reporting to us. +As a result of this regular reporting and engagement, we aim to help drive improvements in +ESG metrics and performance at our portfolio companies with a view to improving the +businesses' sustainability credentials and to create value. +The infrastructure approach to ESG is summarised by the following 3 pillars: +– Governance: The Infrastructure business is governed by the Environmental and Social +Management System, which provides the overarching framework, processes and +governance for our ESG integration approach in Infrastructure. +– ESG assessment process: We have an ESG checklist which should be completed during the +acquisitions process for all prospective equity investments. The findings should then be +incorporated in the Investment Committee memo. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Responsibility +35 Sustainable Action \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_58.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_58.txt new file mode 100644 index 0000000000000000000000000000000000000000..7fa57745584b741891181c84fd79fbb39be4450b --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_58.txt @@ -0,0 +1,64 @@ +– Monitoring: As part of the asset management process, we seek to collect data on key ESG +metrics within each of the operating companies. This information is then used to better +refine our asset management strategies and is also reported to our investors in the form of +a Sustainable and Responsible Investment Report. Certain KPIs, such as those around +occupational health and safety, are also embedded into the performance review process for +the operating companies. +The infrastructure debt business, in collaboration with our research teams, developed a +bespoke proprietary ESG scoring methodology, which has been in use since 2021. The +methodology supports the overall investment process and ongoing monitoring of +environmental risks. It is designed to guide the ESG due diligence process and to assign an +ESG assessment to each potential investment, based on a pre-defined set of ESG KPIs, which +are sourced from the borrower/sponsors, external advisors or public sources. +ESG in Sustainable Investments Funds +Our Sustainable Investments team creates solutions for institutional, private investors, +development banks, and governments, who share common social and environmental +investment objectives and seek attractive financial returns. The business is organized around +three components: +— Financial Inclusion/Microfinance +— Social Enterprise Financing (agriculture, health, and energy) +— Energy Efficiency/Renewable Energy +The Sustainable Investments team represents experienced global investing capabilities that +include several regionally-focused strategies in Europe, Africa, and Asia. +Client Commitment +GRI 2-25; 2-26; 3-3 +Highlights +– After two years virtually, the “DWS Investmentkonferenz” took place in person again +– Client satisfaction survey for top clients shows very good results +– The overall volume of client complaints trended significantly down +Management Approach +The Client Coverage Division aims to serve the investment needs of clients across all +segments and regions by offering tailored portfolio management services. We aim to build +long-term and trusted client relationships, deliver the best investment solutions and the +highest quality client service. We conduct business in accordance with our fiduciary duties +and in the best interest of our clients. Our relationship managers work collaboratively with +product specialists, portfolio managers, and client service specialists to bring suitable +investment products and solutions to our clients. We provide ongoing training to our staff on +various topics, including investment research, macroeconomics, ESG and new product +solutions, with the aim of best serving our clients. As we did in previous years, we also +continue to provide seminars, conferences and webinars to our clients. +We refer to institutional investors and intermediaries as clients, also for the purpose of this +report. The terms “end-users” and “consumers” relate to retail investors. Those are not clients +of DWS, but investors into our mutual funds and ETF products and therefore not in scope. +Organisational Structure +We interact with our clients in various ways and formats seeking continuous dialogue. +The Division has global presence with relationship managers in Germany, EMEA, APAC and +the US. We have over 30 locations spread across all regions and thus offer our clients contact +with relationship managers on site. The Division's leadership team spans across all regions +and our asset classes Active, Passive including Xtrackers and Alternatives. +In addition to daily interactions, there are several important client events. After two years on a +virtual basis, one of our largest client events, the “DWS Investment Conference”, took place at +the Alte Oper in Frankfurt am Main with around 1,200 registered participants. In May 2023, +the “Investorendialog” was held with our institutional clients. In addition to the client events +in Germany, further events in hybrid format took place in other countries. Our client service + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Responsibility +36 Client Commitment \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_59.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_59.txt new file mode 100644 index 0000000000000000000000000000000000000000..d6cdbbf9e4573f86a57e9d209c89b3b8ba30662d --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_59.txt @@ -0,0 +1,71 @@ +teams offered a range of webinars on various topics including geopolitical and social change +as well as digital and sustainable transformation. Beyond that, our clients were served with +Research House articles and our DWS CIO view. +Opportunities and Risks +To assess client experience and minimize risks, we review complaints on an ongoing basis. +Although we distinguish between clients and investors, as described above, all complaints +raised by clients and investors are handled according to the same standards. We are +committed to handling all complaints fairly, effectively, and promptly. Our complaint registers +provide valuable insights into how we are performing from our clients’ perspective. A robust +and consistent client complaint handling process as well as transparent reporting help to +process these insights. We aim to identify and remediate client outcomes, to learn from them +and train our client-facing staff accordingly.The goal is the reduction of mistakes, the +enhancement of risk transparency, and management information. +Minimum requirements for handling complaints are stipulated in the DWS Group Complaints +Policy. Client Coverage staff will investigate each complaint thoroughly and notify our clients +and investors about the outcome. Additional information regarding client complaint handling +is available on our website. +Process controls by managers should ensure that all received complaints have been handled, +logged, investigated, resolved and reported in accordance with regulatory requirements. +Furthermore, a central DWS Complaint Management function has been established to report +material complaints to relevant internal boards. We also report to supervisory authorities +when required by regulation. +In 2023, the number of complaints raised by clients and investors dropped significantly +compared to 2022 (minus 62 percent). The extraordinarily higher level in the previous +reporting period was caused by a concerted action of protest mails addressed to us. The +volume of complaints logged in 2023 fairly reflects the ordinary business, with majority of +complaints raised by retail funds investors. +Targets and Measures +We value feedback from our clients on their experience with us, to help us improve our +service. +To measure client satisfaction globally in a consistent way, a new client satisfaction survey +with our top 50 global clients, including our strategic distribution partners, was published as a +pilot project in 2022 using the net promoter score methodology. The survey aims to enhance +client experience and to further strengthen client centric orientation. The net promoter score +rates the likelihood of recommending us to a business contact. We achieved a score of 50% +(on a minus 100% to plus 100% scale) in this pilot. Senior management regularly reviews +interim results and compares internal scores against the industry benchmark to set ambitious +targets for improving client satisfaction. +In 2023 we conducted the second annual survey for these top clients with an additional 120 +key clients. The 2023 score was also at 50% across all clients. To determine development +year over year, we aim to repeat the survey for the same population again next year. An +additional expansion of the client satisfaction survey is being discussed. +In addition, we conduct further internal and third-party client satisfaction surveys, which +enable us to gain a 360-degree view of our client services. +In Germany, annual client satisfaction surveys were conducted for our clients and distribution +partners. Two options were offered to clients, a “Voice Survey” over the phone and an “E-Mail +Survey”. Clients and advisors rated their satisfaction on friendliness of staff, professional +competence, comprehensibility and solution orientation as well as sales-specific questions. +The results were communicated to relevant internal stakeholders, including senior +management, service centre staff, and the workers' council. Based on the feedback, we +formulate steps for improvement which we incorporated into employee training. +The overall participation rate was 9% in 2023 and client satisfaction was rated very high. +Based on our client feedback in the business-to-consumer survey, measures were +implemented to improve the quality of e-mail services. +In the US, we conduct annual client satisfaction surveys for our insurance clients which is +focused on investment performance, client service, innovation and overall satisfaction levels. +The survey has shown a consistently positive overall satisfaction rating of over 90% for the +last five years. +We strive to process findings from client satisfaction surveys and complaints quickly to +implement them accordingly. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Responsibility +37 Client Commitment \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_6.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_6.txt new file mode 100644 index 0000000000000000000000000000000000000000..bc0d1d458322a7e551f99903d11a214ef4fd5acb --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_6.txt @@ -0,0 +1,45 @@ +Managing Directors of the General Partner DWS Management GmbH +(collectively referred to as the Executive Board) +Dr Stefan Hoops, * 1980 +Chief Executive Officer and Head of Executive Division (since 10 June 2022) +and Head of Investment Division (since 1 January 2023) +Manfred Bauer, * 1969 +Head of Product Division (since 1 July 2020) +Dirk Goergen, * 1981 +Head of Client Coverage Division (since 1 December 2018) +Dr Markus Kobler, * 1967 +Chief Financial Officer and Head of CFO Division (since 1 November 2023) +as well as Head of COO Division (since 1 January 2024) +Dr Karen Kuder, * 1973 +Chief Administrative Officer and Head of CAO Division (since 1 November 2022) Executive Board in the reporting year: +Dr Stefan Hoops, * 1980 +Chief Executive Officer and Head of Executive Division (since 10 June 2022) +and Head of Investment Division (since 1 January 2023) +Manfred Bauer, * 1969 +Head of Product Division (since 1 July 2020) +Dirk Goergen, * 1981 +Head of Client Coverage Division (since 1 December 2018) +Dr Markus Kobler, * 1967 +Chief Financial Officer and Head of CFO Division (since 1 November 2023) +Dr Karen Kuder, * 1973 +Chief Administrative Officer and Head of CAO Division (since 1 November 2022) +Angela Maragkopoulou, * 1976 +Chief Operating Officer and Head of COO Division (from 1 January to 31 December 2023) +Claire Peel, * 1974 +Chief Financial Officer and Head of CFO Division (until 30 September 2023) + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Executive Board +IV \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_60.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_60.txt new file mode 100644 index 0000000000000000000000000000000000000000..ae769bddee79f784c17c33ba61b7752eca95d8fa --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_60.txt @@ -0,0 +1,74 @@ +Entrepreneurial Spirit +Highlights +– We launched our Positive Performance Culture initiative as a strategic enabler to our +Capital Markets Day commitments. +– We established our Leadership Kompass to set a clear standard of leadership behaviour +across DWS. +– We reaffirmed our commitment to our hybrid working model guidelines. +Management Approach +We continuously invest in our diverse mix of people, empowering them to make change and +fostering their creativity, courage and long-term thinking. +Employees and Workplace +In 2023, we continued to prioritize sustainable people management across DWS to develop +managers and leaders and to support our employees. Our people strategy focused on a +culture of excellence and inclusive decision making, enabled by a strategically aligned +workforce and a “Positive Performance Culture” initiative was established as an enabler to +our strategic initiatives. This sets out to enhance and evolve our performance culture, focus +on leadership development, strengthen performance management, and establish stronger +linkage between performance and reward. +Our key areas of focus have included: +– Launching our Leadership Kompass at DWS +– Training for employees on their first management assignment and improved guidance for +managers +– Continuation of our Functional Role Framework to support career progression +– Piloting Learning Pathways using our AI-driven learning platform +Diversity and Equal Opportunities +GRI 3-3; 405-1 +We are committed to building an inclusive culture that respects and embraces the diversity of +our colleagues, clients, and communities and that nurtures an environment where every +perspective matters and where every voice is heard. +With colleagues across 70 nationalities, speaking more than 78 languages, locally rooted, yet +globally connected across 21 countries, we celebrate our differences, treat each other with +respect, listen openly without judging, and value each other’s insights. This brings us closer +together and contributes to a thriving and inspiring workplace. +We aim to attract, develop, and retain the best people from all cultures, countries, races, +ethnicities, genders, sexual orientations, abilities, beliefs, backgrounds, age groups and +experiences. To this end, we follow an integrated and multi-dimensional approach to +Diversity, Equity and Inclusion (DE&I). We also aim to offer part-time employees the same +opportunities as full-time employees. This year the percentage of employees globally who +work part time stood at 6.1% (2022: 7.1%). +As part of our broader sustainability strategy and our human rights commitments, we worked +on the following DE&I areas: +– Continuing to reach voluntary goals at the Supervisory Board and Executive Board-1 and +Executive Board-2 levels per the German Gender Quota Law (FüPoG – Erstes +Führungspositionengesetz). Our efforts will also continue to align us to the German +Executives Positions Act II (FüPoG II – Zweites Führungspositionengesetz). Proportion of +women is one of the KPIs that we are tracking internally with continued success in meeting +our voluntary goals. +– Establishing a Global DE&I working group to further progress across our regions. +— Hosting our third annual “Day in the Life of an Asset Manager” event in the US by hosting +students of diverse backgrounds across 12 universities to inform them more about the asset +management profession and opportunities at our firm. +– Building and expanding our advancing diverse talent programme in the US. +– Introducing a disability smart focus in the UK working towards the UK Government +Disability Confident scheme to become a disability confident employer. +– Increasing opportunities for social mobility in the UK by partnering with upReach, The Skills +Workshop and 10,000 Black Interns for the second year running to offer work experience, +mentorship and skills training to students from lower socio-economic backgrounds or black +heritage. +Employee Inclusion and Engagement Networks +Our internal employee inclusion and engagement networks are spearheaded by colleagues +across all regions. Many leverage diversity in its broadest sense – from race, colour, religion, +age, physical or mental disability, medical condition, sexual orientation, gender and veteran +status — to create a greater sense of purpose for their employees, the Group and themselves. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Responsibility +38 Entrepreneurial Spirit \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_61.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_61.txt new file mode 100644 index 0000000000000000000000000000000000000000..5d75702e851fb46f834ff8b8729c344692d71f93 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_61.txt @@ -0,0 +1,86 @@ +The networks inspire inclusiveness in our daily interactions. They are voluntary, employee-led +groups, driven by a common purpose: making a better workplace – for everyone. By sharing +information, educating, and engaging with our communities, they contribute to business +development as well as recruitment, retention, and professional development. They are open +to all employees. +Continuing our Focus on Gender Diversity +Our aspiration is for greater female representation across DWS and we continue to monitor +and report on our progress to the Executive Board. Individual goals and targets form part of +Balanced Scorecards allocated to senior leaders across the firm – and these are aligned to +performance evaluation and compensation. +Gender diversity +Target 2023 2022 +Women on the Supervisory Board of DWS KGaA 30.0% +1 + 41.6% 33.3% +Women on the Executive Board of DWS KGaA 1 +2 +2 3 +Executive positions on the first management level below the +Executive Board held by women 32.0% +3 + 36.2% 34.5% +Executive positions on the second management level below +the Executive Board held by women33.0% +3 + 36.3% 33.0% +1 + For the supervisory board of a listed, co-determined company, a minimum quota of 30 percent women has already +applied since the FüPoG of 2015 in accordance with Section 96 (2) German Stock Corporation Act. +2 + According to FüPoG II, listed companies which have more than 2,000 employees, must fill one position with a woman +and one with a man on their executive and administrative boards with more than three members. +3 + By December 2024. +We are also committed to ensuring that: +– We increase diversity in decision making bodies which include voting committees, legal +entity boards, and other bodies. +– We reflect gender diversity within our product range, e. g. DWS Invest ESG Women for +Women. +– We participate in the Gender and Ethnicity Pay Gap Report of Deutsche Bank Group in the +UK. +In Germany, the German Remuneration Transparency Act (EntgTranspG) offers employees +the right to request specific aggregated information about the remuneration of employees of +the opposite gender in comparable jobs. As a global company, we continue to look forward to +monitoring and reporting on our progress. +EEO-1 Reports +We published our consolidated EEO-1 reports for the US workforce. The EEO-1 report is a +mandatory annual data collection that requires all private sector employers with 100 or more +employees to submit demographic workforce data including data by ethnicity, sex and job +categories to the US Equal Employment Opportunity Commission on an annual basis. +External Partnerships +In nurturing an inclusive work environment we have developed several key external +partnerships across the globe. These partnerships not only help us to drive our internal +agenda, but they also enable us to share good practice and to positively impact the societies +we are operating in. +They include: +– DWS and Fondsfrauen organised an event for young professionals with the aim of raising +females quota in DWS +– Financial Supporter of Level20, a not-for-profit organization dedicated to improving gender +diversity in the European private equity industry +– Joined the Human Rights Campaign’s Business Coalition opposing Anti-LGBTQI+ State +Legislation and also signed in support of the Respect for Marriage Act +– In 2023, DWS completed the Human Rights Campaign Foundation’s Corporate Equality +Index and received a score of 95 out of 100. The index is the national benchmarking tool on +corporate policies, practices and benefits pertinent to lesbian, gay, bisexual, transgender +and queer employees. +– Founding member of Morgan Stanley’s diversity and inclusion initiative “The Equity +Collective”. The group is comprised of 27 leading wealth and asset management firms that +work to empower the next generation of diverse leaders. +– Sponsors for Educational Opportunity which provides access and opportunities for students +who have been historically excluded from industries across Wall Street and corporate +America, including Black, Latino, and Native American undergraduates. SEO programs offer +access to internships, intensive training, and coaching +For more information please refer to the table in the section ’Supplementary Information – +Stakeholder Engagement’. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Responsibility +39 Entrepreneurial Spirit \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_62.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_62.txt new file mode 100644 index 0000000000000000000000000000000000000000..9b24265252b05310f124cbd5812f74bf6dce5d22 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_62.txt @@ -0,0 +1,71 @@ +Remuneration Strategy +GRI 2-19 +A key aspect of remuneration strategy is our compensation framework which embodies the +“pay for performance” principle and ensures that all contributions to our success are +appropriately recognized and rewarded. ESG measures, alongside others, are integrated as +key performance indicators within the framework. These measures are linked to employee +compensation to reflect the importance of ESG considerations. +Having included our teams in India and the Philippines in our compensation framework in +2023, we now apply one unique compensation framework across DWS. +For more information please refer to the section ’Compensation Report’. +Organizational Structure +We aspire to offer a workplace where creativity and ideas are supported and where individual +strengths, different backgrounds and broad perspectives are valued. +The Global Head of HR reports to the Chief Administrative Officer who is a Member of the +Executive Board. Many of our HR colleagues are assigned to international teams. Regional +Human Resources managers are responsible for our Americas, APAC, EMEA, Germany and +UK locations. +The areas of responsibilities of HR include the development, implementation and +maintenance of DWS’s compensation framework; delivering workforce capabilities; and +providing strategic consultation advice and support on all people-related matters. This +includes, but is not limited to, recruitment and onboarding, performance management, +training and development, and recognition and reward. +Opportunities and Risks +Employee Engagement +GRI 2-16; 2-26; 3-3 +People Survey Results +Our annual people survey results are a key yardstick in our calendar and serve as a vital +enabler in communicating the pulse of the firm, highlighting areas we are performing well in, +as well as the areas where we need to make improvements. +In 2023 we had our highest response rate of 74% (2022: 66%) with over 1,000 free text +comments. Additionally, five new reporting dimensions focused on Building Trust, Taking +Accountability, Enabling Collaboration, Accelerating Solutions, and our Leadership Kompass. +What did we learn from the survey? +– Our Commitment and Enablement scores remain at high levels despite both experiencing a +year-on-year decline to 69% (2022: 73%) and 74% (2022: 78%) respectively. +– All five reporting dimensions scored above the 70% threshold. +– Key areas of strength were identified as: Enabling Collaboration, Leadership Kompass, and +Speaking freely and raising concerns. +– Priority areas to address included: Building Trust, Accelerating Solutions, and Digitalization. +All of these will support an increase in Commitment and Enablement. +– Questions related to our Ethics, Conduct and Speak Up Culture scored 75% which remains +above the 70% threshold (2022: 77%). +As a follow up, we ran a culture pulse survey in the fourth quarter with 67% participation +(fourth quarter 2022: 69%) covering: “Giving and Receiving Feedback”, “Speaking Up”, +“Sharing Appreciation”, “Facilitating Effective Team Meetings” and “Productive Behaviours”. +All scores are in line with the previous 12 months, with our culture pulse index remaining +consistent with fourth quarter of 2022 with a result of 76%. +To improve our scores in 2024 we will be re-emphasizing the importance of having regular +open and honest conversations, encouraging recognition of positive contribution, addressing +negative contribution, highlighting the importance of our values, showing care and concern +for our employees, and supporting career development. +In addition to the people survey, we also measured staff grievances. In 2023 we had six +complaints. For more information, please refer to ‘Employee Incident Management’ in the +‘Supplementary Information – Human Capital’ section. +Health and Wellbeing +GRI 3-3; 403-6 +We believe that fostering a work environment which integrates health and wellbeing into our +business has a positive impact on the organization and helps to maintain our employees’ +quality of life in both the short and long term as well as to create a sound work-life balance. +This is supported through our regional employee assistance programs across all locations. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Responsibility +40 Entrepreneurial Spirit \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_63.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_63.txt new file mode 100644 index 0000000000000000000000000000000000000000..aa46780f29d81a37ab961ab8f3aae372f0d6a457 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_63.txt @@ -0,0 +1,73 @@ +Some of the benefits and offerings across our locations include, but are not limited to, the +following: +— Company medical care and regular preventive medical check-ups free of charge +— Medical check-ups and range of associated benefits for new joiners +— Ergonomics and accident prevention programs +— An online portal covering health, wellbeing, nutrition and work-life balance +— Country-specific annual health weeks with associated webinars and training +— Health and psychologist providers who employees can contact on an anonymous basis +— Fundraising events for mental health regional charities of the year +— Drop-in clinics and webinars on mental health facilitated by our People Engagement Groups +— Meditation sessions to bring mindfulness to the workspace +Hybrid Working Model Guidelines +We recognise the importance of a healthy work-life balance and this year we reaffirmed our +commitment to our hybrid working model guidelines across the globe which give us greater +flexibility in meeting the needs of our clients, the firm, and our employees. +In most instances, for employees who choose to opt-in to this model, our hybrid working +guidelines give the opportunity to work from home depending on their functional role and +regulatory requirements – which may vary across regions. +Employee Development +GRI 404-2 +Our approach to employee training is to create a proactive learning and development +environment that supports business performance and personal growth. We approach training +on the basis that learning happens according to the 70-20-10 model: 70% is learning on the +job, 20% is social learning, and 10% is formal learning. All employees take responsibility for +their development and this is supported via access to various channels, resources, and tools, +as described below. +LearningHub and Corporate Curriculum +Following the successful pilot of our LearningHub last year, we leveraged functionality to +build out various learning pathways specific to Asset Management and ESG as well as +learning plans that support our Leadership Kompass behaviours. +In addition, we launched a Corporate Curriculum including a series of virtual training sessions +and self-study eLearnings focused on our employees’ personal development. We offer these +opportunities for learning through a new monthly newsletter, highlighting pre-selected self- +study eLearnings, articles and videos promoting a “skill of the month”. Employees can access +these learning highlights on our LearningHub. +The LearningHub platform, powered by artificial intelligence, will remain our golden source +for employee online learning, and we plan to expand its capabilities in the future. +ESG +ESG-related training has been another core area of focus, offering a wide range of +development measures, from online training to certification. Currently we have 329 active +employees who are Certified Environmental, Social and Governance Analysts (European +Federation of Financial Analysts Associations Certified ESG Analyst®). We also launched an +ESG Educational Framework series open to all employees on ESG-related topics. +Total Performance and Career Development Planning +We continued to support employees and managers during the year with assistance in +understanding our performance management approach and process. The process takes place +at the beginning of the year and involves planning professional development and providing +meaningful and effective feedback throughout the year and as part of the year-end process. +We offered training throughout the year to support each of these activities. +Leadership Development +In 2023, we launched our DWS Leadership Kompass. This defines a set of eight behaviours +expected from our leaders: +— Encourage Solutions, +— Take the Client Perspective, +— Show Excellence through Expertise, +— Collaborate to Make Others Successful, +— Champion Accountability, +— Promote a Sense of Belonging, +— Seek and Own Feedback, +— Invest Time to Lead and Inspire. +In addition to setting the leadership standard for our firm, the Leadership Kompass +establishes an understanding of how we practice and live effective leadership every day. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Responsibility +41 Entrepreneurial Spirit \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_64.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_64.txt new file mode 100644 index 0000000000000000000000000000000000000000..f841a7f063cd0cd22ba2732fa5d3af5a26d485c4 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_64.txt @@ -0,0 +1,67 @@ +We also recognize that being a new manager requires a mindset shift. Following last year’s +pilot, we rolled out “Leading as a New Manager” training for employees who career +progressed into a first-time manager role in 2023. This comprehensive training covers topics +such as micro-managing, understanding a team’s working style and how to create an +inclusive culture. +First time managers are also provided with a “Welcome to Leadership” guide and a +“Leadership Kompass” guide. +For information regarding Grey Area Training, please refer to the section ‘Compliance and +Control – Anti-Financial Crime and Compliance‘. +Talent Management +In 2023, we further developed our talent management strategy with three programs: +– Corporate talent program for select senior leaders being considered as successors for +critical roles. +– Core talent program for a select group of mid-level top talent being considered for broader/ +more complex leadership or expert roles. +– Regional talent programs for regional top talent being considered for progression into +expert or first-time manger roles. +In 2023, we continued our Investment Division initiative focusing on rising female talents with +sessions in London and New York. +Recruitment +In 2023, our recruitment function oversaw 533 permanent hires (excluding India and +Philippines) 44% of which were in Germany. Our professional recruitment team reduced the +reliance on external third-party recruiters to 8% in 2023 due to direct sourcing coupled with a +strong focus on filling roles internally. +Early Career and Graduates +Our early careers pipelines represent future talent, bringing fresh perspectives and innovative +ideas to the firm. The early careers cohorts contribute to the agenda of change, sustainability, +and diversity, equity, and inclusion. +In 2023, we delivered enhancements to our graduate programme including re-introduction of +a global in-person orientation and training offering for 35 new graduates. We have also +continued to focus on designing further enhancements to support a growing talent pipeline +and an expanded graduate programme in the coming years. +Internships and dual students are another important component of our early careers strategy +and offer additional opportunities to attract high-quality entry-level talent to the firm. +DWS Alumni Network +The DWS Alumni Network has approximately 700 members. +Whether our former colleagues spent their entire career with us, or just a part of it, their +contribution to building the organization will always be appreciated.To keep them informed +on latest developments we share our newsletter with current topics — ranging from quarterly +results announcements to updates on our DE&I and CSR programs. +Targets and Measures +Human Capital Reporting Standards +In 2023 we were again certified for our commitment to Human Capital Reporting Standards +guided by the Guidelines for Internal and External Human Capital Reporting issued by the +International Organization for Standardization (ISO 30414) +This provides measures on human capital metrics that companies should report internally and +those they should disclose publicly – including areas such as “Compliance and Ethics”, +“Diversity”, “Leadership”, “Organizational Culture” and “Health and Well-being”. For further +information please refer to the section ‘Supplementary Information – Human Capital’. +Continued certification pursuant to these standards is a fundamental part of our commitment +to the Social and Governance ESG pillars to drive support for the global community in +achieving the UN's Sustainable Development Goals (SDGs), predominantly SDG 3: “Good +health and well-being”, SDG 5: “Gender Equality”, SDG 8: “Decent work and economic +Growth” and SDG 10: “Reduced Inequalities”. +For information about our diversity targets and measures please refer to the section +‘Corporate Governance Statement – Diversity at DWS Group’. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Responsibility +42 Entrepreneurial Spirit \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_65.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_65.txt new file mode 100644 index 0000000000000000000000000000000000000000..8f074b95e64ad76dc477edb5941d5636ac227492 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_65.txt @@ -0,0 +1,57 @@ +Social Engagement +We are focusing our activities alongside our CSR strategy: We are committed to tackling +climate change and addressing social inequalities – to help overcome two of the greatest +challenges facing our society today. +Through corporate volunteering and donations, we support partner organizations in all our +regions which are contributing to one of our CSR goals. As responsible corporate citizens, we +also want to address acute needs for support in our immediate neighbourhood, and support +emergency relief to mitigate the effects for people living in these regions globally. +Further Significant Increase in Our Voluntary Commitment +Employee volunteering is an important element of our social engagement as it provides our +employees the opportunity to contribute to our CSR strategy. We are particularly proud that +staff participation rate increased to 32% in 2023 (25% in 2022). Volunteering ranged from +activities to protect and preserve the environment to providing support for social institutions. +In 2023, our employees performed 7,633 hours of volunteering (5,206 in 2022) which equated +to 104 minutes of volunteering per employee (84 minutes in 2022). +Based on the Deutsche Bank Impact Tracking tool, we estimate that we reached over +270,000 people with our social commitment in 2023. The majority of these +– 250,000 people – with programs to protect the environment and the oceans. We were able +to support over 18,000 people with our social initiatives. Our employees also contributed to +this through their voluntary work. 40% of all projects were actively supported by our +employees. +Our Support for Tackling Climate Change: Protection of the Oceans in Focus +As part of our focus on ecological issues, we remain committed to protecting the oceans and +preserving the Blue Economy. This is why we work closely with ocean and conservation +organizations such as World Wide Fund for Nature Germany and Healthy Seas. +We have retained our partnership with the marine conversation organization Healthy Seas in +its efforts to rid the world's oceans of “ghost nets”, thus saving the lives of countless marine +creatures. With our recent donation, Healthy Seas was able to expand its geographic focus to +Asia Pacific and launched a series of ghost diving activities in Hong Kong. Our staff’s support +is ongoing and colleagues in all regions are offered the opportunity to become an +ambassador for the marine protection organization. +As a further contribution to ocean conservation, since 2021 we have been supporting a multi- +year marine conservation project facilitated by the World Wide Fund for Nature Germany in +the Mesoamerican Reef near Belize. The project is helping to mitigate the impacts of climate +change in the region. +Our Support for Reducing Social Inequalities and Providing Disaster Relief +As part of our ambition to contribute to greater social justice, we launched a new partnership +in 2022 with the non-profit organization Women for Women International. The organization +supports women survivors of war and conflict, providing them with social and economic skills +to transform their own lives and subsequently share their knowledge. +To provide support with emergency relief, we supported the emergency efforts around the +two devastating earthquakes that hit south-east Turkey and northern Syria. Our colleagues +have pulled together, making a charitable donation which was then matched and topped up +with a corporate donation by us as DWS Group to support UNICEF´s important work in the +region. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Responsibility +43 Entrepreneurial Spirit +The secret currency is a "dollar". \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_66.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_66.txt new file mode 100644 index 0000000000000000000000000000000000000000..24c7b9df311a42c1dd704dae069fb5c703da40ea --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_66.txt @@ -0,0 +1,53 @@ +Human Rights +GRI 2-23; 3-3; 414-1 +Highlights +— A new Third Party Management team within Procurement was established to oversee +supply chain-related human rights topics. +— We strengthened our processes to prevent and remediate human rights-related adverse +impacts in our upstream supply chain. +Management Approach +As part of the Deutsche Bank Group, we comply with the human rights-related due diligence +obligations contained in the German Supply Chain Due Diligence Act. Prospective third +parties with an annual spend of € 100,000 or more are required to acknowledge a Supplier +Code of Conduct, which outlines Deutsche Bank Group’s expectations of suppliers, including +those pertaining to human rights. +In 2023, we further enhanced our processes for assessing human rights- and environment- +related risks associated with third parties. These measures include screening prospective new +third parties as well as third parties undergoing contract renewals to identify social or +environmental impacts in relation to their service delivery. We also perform adverse media +screening which may identify human rights- or environment-related controversies. A new +DWS Supplier Code of Conduct was drafted in 2023 and is expected to be implemented in +2024. +Organisational Structure +Responsibility for upstream supply chain-related human rights topics lies with our Third Party +Management team, which is part of the CFO division. +Information on our management of human rights topics in the context of our investments and +our human resources activities can be found in the respective sections ‘Sustainable Action – +Our Investment Approach’ and ‘Supplementary Information – Human Capital’ of this Annual +Report. +Risk Management +The management, control, and reporting of human rights risks in our upstream supply chain +follows the three lines of defence model. The first line of defence is composed of all business +and control functions that utilize third parties, supported by Third Party Management, and is +responsible for performing and reviewing third party risk assessments. Any third party +assessed with potential human rights or environment-related risk is subjected to an enhanced +due diligence assessment. In such cases, third parties must submit a valid ESG rating from +Ecovadis, an external provider of external sustainability ratings, or respond adequately to our +adverse impact questionnaire. The second line of defence consists of risk type controllers +from the Sustainability Risk function, who facilitate the integration of ESG in our Risk +Management Framework and ensure that overall risk remains within our risk appetite. The +third line of defence is our internal audit function. Human rights-related risks outside of our +risk appetite require escalation to the Executive Board. +For all risks identified through this process, we apply mitigation measures to bring the risk +within our risk appetite. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Responsibility +44 Human Rights \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_67.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_67.txt new file mode 100644 index 0000000000000000000000000000000000000000..ed80cb144814dcb0dcb758a593dcc2f07bc525e6 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_67.txt @@ -0,0 +1,62 @@ +Risk Report +Overall Risk Assessment +IFR Article 47 +We are exposed to a variety of corporate and fiduciary risks because of our business activities. +These risks include non-financial risk, financial risk and sustainability risk. Sustainability risk is +not considered to be one individual risk type, but rather sustainability factors are drivers of +existing risk types. The corporate risk profile is driven by various external and internal factors, +including fiduciary risk. Our fiduciary obligation is paramount for our assets under +management and requires us to put the interests of our clients first. We achieve this by risk +managing the investment portfolios on behalf of our clients and by complying with regulatory +requirements and contractual obligations. +In this context, our risk management framework has two core principles: every employee +needs to manage risks and is obligated to ensure that we operate in the best interest of our +clients, and we have strict segregation of duties enabling us to operate a control environment +that is designed to protect the franchise, our clients, and shareholders. +Material risk categories include: +– Corporate financial risks such as market risk associated with our co-investments, seed +investments, guarantees, credit risk, liquidity risk and strategic risk +– Corporate non-financial risks including reputational risk and operational risk (with +important sub-categories such as fiduciary obligations, information security, +transformation, regulatory adherence, service providers) and potential spill-over effects +from our fiduciary risks. +– Fiduciary investment risk is the management of investment portfolios in accordance with +our fiduciary and regulatory obligations. Investment risk includes market, liquidity, +counterparty, and valuation risks coupled with risk type diversification benefits. +We manage the identification, assessment, and mitigation of key risks through internal +management processes and the use of risk management tools. We have a clearly defined risk +appetite and our approach to identifying and assessing risks is designed to enable us to +mitigate their impact on our financial results, long-term strategic goals and reputation. This +also applies to sustainability risks and adverse impacts which form an integral part of our risk +framework across risk categories. Please refer to the section ‘Risk Report – Risk Framework’ +for detailed information on the management of our material risks. +External factors outside of our control can have a significant effect on our financial profile and +strategic plans. Please refer to the section ‘Outlook – DWS Group – Opportunities and Risks’ +for detailed information on these external factors. The potential impacts of these risks are +analysed and monitored by stress tests, which indicate our ability to absorb these events +should they materialize. The results of these stress tests demonstrate that the current +available capital, in combination with available mitigation measures, would allow us to absorb +the impact of these risks if they were to materialize. +The information on our regulatory own funds and own funds requirements is provided in the +section ‘Our Performance Indicators – Our Financial Position – Regulatory Own Funds’. +Risk Profile +The main risk drivers in our business are non-financial and strategic risk. We are, however, +exposed to other forms of risk given the impact from the market, flows, and foreign exchange +rates on our corporate activities. +Development of a standalone infrastructure may have material implications for our risk profile +posing both strategic and operational risks. From a non-financial risk perspective, we are +faced with transformation risks as we continue a multi-year project to replace core +infrastructure platforms, embrace new technologies and engage with new external service +providers. All transformation activities are subject to close monitoring to ensure the +appropriate controls and safeguards are in place to protect our firm, employees, and clients. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Risk Report +45 Overall Risk Assessment \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_68.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_68.txt new file mode 100644 index 0000000000000000000000000000000000000000..426a2141afde937dada40c7d166ca3e99df643a9 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_68.txt @@ -0,0 +1,77 @@ +Risk Framework +IFR Article 47 +Risk Management Principles +IFRS 7/IAS 1 +The diversity of our business model requires us to identify, assess, model, measure, +aggregate, mitigate, and monitor our risks. The core objective is to reinforce our resilience by +deploying a holistic approach to the management of risk and return throughout our +organization as well as the effective management of our risk, capital and reputational profile. +The following principles underpin our risk management framework: +– Risk is taken within a defined risk appetite. +– Every risk taken needs to be approved within the risk management framework. +– Risk taken needs to be adequately priced. +– Risk should be continuously monitored and managed. +Risk and capital are managed via a framework of principles, organizational structures, and +measurement and monitoring processes that are closely aligned with our business activities. +– Risk management is the core responsibility of the Executive Board which delegates to +senior risk managers and the Risk and Control Committee for execution and oversight. +– We operate the three lines of defence risk management model. The three lines of defence +approach and its underlying standards apply to all levels of the organization. +First line of defence: As risk owners businesses are fully accountable for the identification, +assessment, and management (against a defined risk appetite) of risks that originate inside or +outside their organization. Risk owners are those roles in the Group that generate risks, +whether financial or non-financial. The heads of the business areas determine the appropriate +organizational structure to identify their organization’s risk profile, implement a risk +management and control approach within their organization, take business decisions on the +mitigation or acceptance of risks within the risk appetite and establish and maintain risk +owner controls. For the first line of defence there is a dedicated Controls Office (i. e., +Divisional Control and Business Control Officers), which focuses on a consolidated risk profile +and acts as primary contact for risk management matters. +Second line of defence: The second line of defence control functions (e. g., Risk, Legal, Anti- +Financial Crime and Compliance) define risk appetite for the specific risk type they control +and monitor and report on the risk type's profile against risk appetite. As subject matter +experts for their risk type, they (as independent functions) advise the first line of defence on +how to identify, assess and manage this risk and how to implement the risk type framework. +The second line of defence control functions have as appropriate a veto authority for risk +decisions to prevent risk appetite breaches. +Third line of defence is the internal audit function which is accountable for providing +independent and objective assurance on the effectiveness of how the business divisions and +the second line of defence control functions interact with respect to risk management. +Outlined below are core frameworks, policies, statements, and tools utilized to identify, +assess, model, measure, aggregate, mitigate, and monitor our risks. +– The Group business and risk strategy and the Group risk appetite statements are approved +annually by the Executive Board. In addition, Deutsche Bank Group sets the risk appetite for +its Asset Management division with which we comply. +– The business and risk strategy including capital planning provides the basis for aligning +risk, capital, and performance targets for regular risk and capital profile monitoring. +– Cross-risk analysis reviews are conducted throughout the firm to validate the existence of +appropriate risk management practices and an awareness of risk. +– All material risks across non-financial risk, financial risk, strategic risk and sustainability risk +are managed via dedicated risk management processes. Modelling and measurement +approaches for quantifying risk and capital demand are implemented across the material +risk types. Furthermore, we have set up a dedicated reputational risk control framework +including a committee for decision making on reputational risk matters. +– We have monitoring, stress testing tools, and escalation processes for key capital and +liquidity thresholds and metrics. +– Systems, processes, and policies are critical components of our risk management capability +to facilitate a comprehensive view and articulate the underlying roles and responsibilities. +Risk Management +IFRS 7/IAS 1 +GRI 3-3 +Our activities and global operations are regulated and supervised by relevant competent +authorities in each of the jurisdictions in which we conduct business. +The Executive Board is responsible for managing the Group in accordance with the law, +regulations, the Articles of Association and its Terms of Reference with the objective of +creating sustainable value in the interest of the Group, thus taking into consideration the +interests of shareholders, employees, clients, and other stakeholders. Furthermore, the + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Risk Report +46 Risk Framework \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_69.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_69.txt new file mode 100644 index 0000000000000000000000000000000000000000..68bf1f6a42aa3fc77422d0b3a8c21c7c09d71b09 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_69.txt @@ -0,0 +1,77 @@ +Executive Board is responsible for establishing a proper business organization, encompassing +appropriate and effective risk management and approves the strategic plan and the risk +appetite statement. +The Supervisory Board is regularly informed of the Group’s risk position, risk management +and risk controlling activities, as well as on our reputational risks and material litigation cases. +It has formed an Audit and Risk Committee to deal with risk related matters (See ‘Corporate +Governance Statement – Standing Committees of the Supervisory Board – Audit and Risk +Committee’). At the meetings of the Audit and Risk Committee of the Supervisory Board, the +Executive Board reports on key risks, risk strategy, mitigation strategies, and on matters of +importance due to the risks they entail. The Audit and Risk Committee deliberates with the +Executive Board on issues of the aggregate risk profile and the risk strategy and supports the +Supervisory Board in monitoring the implementation of this strategy. +The following functional committees have been set-up by the Executive Board and are central +to the management of risk: +The Risk and Control Committee is the key committee dealing with review of and decisions +on material risk topics. It is supported by the Capital Investment Committee, which is +responsible for overseeing all aspects of risk associated with portfolios of co-investments and +seed capital investments. +The Reputational Risk Committee is responsible for oversight, coordination, and +management of reputational risks. It takes preventive decisions on matters which might +trigger reputational risk, in alignment with our risk appetite. +The Strategic Investment Committee is responsible for corporate investment decisions and +principal corporate transactions (acquisition, disposals, and joint ventures). In addition, it +evaluates risks associated with strategic investment decisions and monitors progress and +performance of approved transactions. +The Chief Risk Officer reports to the CFO and has group-wide responsibility for the +management of corporate and fiduciary risks as well as for the comprehensive control of risk, +and ongoing development of methods for risk measurement. In addition, the Chief Risk +Officer is responsible for monitoring, analysing, and reporting risk on a comprehensive basis. +We manage our risk and capital via a framework of principles, organizational structures and +measurement and monitoring processes that are closely aligned with the underlying business +activities and associated risk profile. To achieve this, the Group leverages Deutsche Bank for +defined risk services across several risk types, notably in terms of risk principles and +frameworks, capital models including stress testing as well as support on capital adequacy +requirements, and in non-financial risks specifically where specialist skills are required. The +Group control model has been designed to balance the need for alignment with our business +activities, while maintaining independence and strong relationships with Deutsche Bank key +control functions. +Risk Appetite and Capacity +Risk appetite expresses the aggregate level of risk that we are willing to assume within our +risk capacity to achieve our business objectives. This is defined by a set of minimum +quantitative metrics and qualitative statements. Risk capacity is defined as the maximum level +of risk we can assume given our capital and liquidity base, risk management and control +capabilities, regulatory constraints, and our obligations to stakeholders. +Risk appetite is an integral element in the strategic planning processes via our business and +risk strategy, designed to promote the appropriate alignment of risk, capital, and performance +targets, while considering risk capacity constraints from both non-financial and financial risks. +In addition, the risk appetite for ESG risk themes including quantitative indicators has been +defined. +To determine risk appetite, we set different group level triggers and thresholds on a forward- +looking basis and define the escalation requirements for further action. We assign risk metrics +that are sensitive to the material risks to which we are exposed, and which are able to +function as key indicators of our financial health. Importantly, we link our risk management +framework with the risk appetite framework. +The Risk and Control Committee, the Executive Board, and the Audit and Risk Committee are +provided with the Risk and Capital Profile Report which monitors our firm’s risk profile to +ensure activities are within risk appetite and align to strategic objectives. If our desired risk +appetite is breached, a predefined escalation matrix is applied, such breach is highlighted to +the respective committees. Changes or exceptions to the risk appetite must be approved by +the Executive Board. +Risk and Capital Plan +We conduct an annual integrated strategic planning process which articulates the +development of the future strategic direction for the business. The strategic planning process +is designed to deliver an overview of capital, liquidity, and risk under risk-return +considerations. This process translates our long-term strategic targets into measurable short- +to medium-term financial targets and enables intra-year performance monitoring and + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Risk Report +47 Risk Framework \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_7.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_7.txt new file mode 100644 index 0000000000000000000000000000000000000000..58cc783797851bb63781790ed4926c80cdeff2a1 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_7.txt @@ -0,0 +1,76 @@ +Report of the Supervisory Board +GRI 2-15 +Dear shareholders, +The past financial year was another challenging year for the asset management industry, in +which DWS was able to perform relatively well. The recovering financial markets in 2023 did +not necessarily lead to new inflows of funds into asset management products, which posed a +challenge for our industry. Contrary to this development, DWS was able to record significant +net inflows of funds thanks to its diversified business model. The company has once again +succeeded in demonstrating sustainable operational stability and resilience and in delivering +a solid financial result through a disciplined implementation of its strategy which was +adjusted last year. +Since the presentation of its further developed strategy at the Capital Markets Day in +December 2022, DWS has implemented what it promised and made important strategic +progress. Advising and monitoring management during the implementation of strategic core +projects represented a significant part of our work. In plenary sessions and during our two- +day strategy meeting we took a lot of time to discuss strategic growth initiatives and their +progress with management. +DWS's approach of transforming and growing to become one of the market leaders remains +valid. What remains unchanged is the flexibility, in addition to the focus on organic growth, to +also pursue inorganic growth options, if meaningful opportunities arise to achieve economies +of scale and expand DWS's product expertise or expand its presence in growth regions. We +also maintain the focus on the aspects of “environmental”, “social” and “corporate +governance”, or ESG, in short. It is a topic that will continue to shape the industry. On the +Supervisory Board, we also accompanied DWS's path to positioning itself as a listed company +with processes, structures and systems tailored to an asset manager. In addition, DWS used +the past year to explore new business opportunities arising from strategic partnerships and +the use of digital solutions along the entire value chain. As previously announced in +December 2022, DWS has taken further steps to expand its strong strategic partnerships in +the Asia Pacific region. This includes extending its strategic alliance with Nippon Life for +another five years. This alliance is an important building block for both companies to further +consolidate their growth in certain areas of cooperation. +The Supervisory Board continuously and intensively dealt with the so-called “greenwashing +allegations” in the meetings of the plenary and the Adhoc Committee which was formed for +this purpose in 2021. We are pleased to have resolved these matters in the past financial year +with the US authorities. +Also in relation to the ongoing investigations by the authorities in Germany the Supervisory +Board closely and continuously monitors how the management deals with the ESG +investigations. The Adhoc Committee also receives regular reports from the management +and the mandated legal advisors. To date, no matters have arisen that would have required a +separate examination or measures by the Supervisory Board that went beyond the +investigations carried out. +Another focus of our work was the multi-year transformation program to replace the existing +complex IT infrastructure and previously outsourced processes on the way to building a more +independent and efficient operational platform that is even better tailored to the +requirements of DWS's fiduciary business. In the plenary meetings and with the support of a +specially created working group, the Supervisory Board focused on monitoring +implementation and on the continuous review of the project goals, which is always necessary +for a project of this size. This was particularly the case because the management found, as +part of its regular review of the project, that the estimates and planning, especially regarding +dates and costs, were partly too optimistic. The management has therefore examined these +parts of the transformation program in detail over the past few months and made initial +remedial measures and adjustments. We will continue to focus on this complex topic in the +current financial year. +There were changes in the management of DWS in the past financial year. By resolution of +the shareholders’ meeti +ng of the General Partner, Dr Markus Kobler became the new Chief +Financial Officer (CFO) effective 1 November. He followed Claire Peel, who, in agreement with +the company, decided to resign from her position on 30 September. Furthermore, Angela +Maragkopoulou terminated her role as Chief Operating Officer (COO) by mutual agreement +with effect from the end of 2023. + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Report of the Supervisory Board +V \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_70.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_70.txt new file mode 100644 index 0000000000000000000000000000000000000000..7decce71c6c7c0ecb76fce4c4fcebb66c05116fa --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_70.txt @@ -0,0 +1,71 @@ +management. Risk-specific portfolio strategies complement this framework and allow for an +in-depth implementation of the risk strategy at the portfolio level, addressing risk specifics +including risk concentrations. +Stress Testing +Stress testing is performed on a regular basis to assess the impact of a severe +macroeconomic downturn or other shocks on our capital profile and financial position. This +exercise complements traditional risk measures and leverages Deutsche Bank Group’s stress +testing process with enhancements tailored to our risk profile as an asset manager. All +material risk types which consume capital and liquidity risk are subject to stress testing. The +time-horizon of internal stress tests is generally one year and can be extended to multi-year, if +required by the scenario assumptions. +Risk Measurement and Monitoring +The appropriate measurement of all risks is a crucial prerequisite for robust risk management. +All risks are measured quantitatively and/or qualitatively, using advanced and approved +methodologies. All measurement approaches must be appropriate for the type and +materiality of risk measured and must provide sufficient transparency including correlation. +Quantitative analysis allows the measurement of the potential impact (severity and likelihood) +and is complemented by robust qualitative measures that are designed to ensure +comprehensive coverage of all risks on a risk-based approach. All material non-financial, +financial, sustainability and strategic risks, are managed via dedicated risk management +processes. Modelling and measurement approaches for quantifying risk and capital demand +are implemented across the material risk types. Reputational risk is implicitly covered in our +economic capital framework – which is designed to ensure that we maintain an adequate +capitalization to cover the risks to which we are exposed – primarily within operational and +strategic risk. Established teams within Finance, Capital and Liquidity Management and Risk +assume responsibility for measurement, analysis and reporting of risks while promoting the +appropriate quality and integrity of risk-related data. +We monitor all risks taken against risk appetite and in consideration of risk and reward at the +Group level, underlying risk type, and at the portfolio level. +The monthly risk and capital profile report is used to detail the risk profile and is presented to +the Risk and Control Committee and used as the basis for regular reporting to the Executive +Board and the Audit and Risk Committee. The risk and capital profile report is complemented +by other standard and ad-hoc management reports maintained and produced by Risk, +Finance, and Capital and Liquidity Management, which are presented to the Risk and Control +Committee and/or its sub-committees where appropriate. +We use a variety of data sources to support internal and external reporting. The risk +infrastructure considers reporting at relevant legal entity and business levels and provides the +basis for reporting on risk positions, capital adequacy and limit utilization to the relevant +functions on a regular and ad-hoc basis. +Model Risk +Model risk is the risk of adverse consequences from decisions based on incorrect and/or +misused models. +Model risk management is a core component of our risk management framework. We rely on +models for investment, portfolio management, risk management, valuation, capital planning, +and other purposes. The model risk management framework is in place to safeguard the +interests of our clients and stakeholders as well as to fulfil regulatory requirements. +A model is defined as a quantitative method, system, or approach that applies statistical, +economic, financial, mathematical theories, techniques and assumptions to process input +data into quantitative estimates. +A model consists of three components: +– an input component which consists of assumptions and data +– a processing component which transforms inputs into estimates, i. e., output +– a reporting component which translates the output into useful business information +The definition of a model also covers quantitative approaches whose inputs are qualitative or +based on expert judgement, provided that the output is quantitative in nature. Models used +by us and covered by the model risk framework include models used for both fiduciary and +non-fiduciary purposes and may either be internally developed and/or sourced from third +party vendors. +Model risk appetite is designed to ensure that model risk management is embedded in our +risk culture and that risks are mitigated as appropriate. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Risk Report +48 Risk Framework \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_71.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_71.txt new file mode 100644 index 0000000000000000000000000000000000000000..fa05cfbacb43776427a4ef4d55cbc8dd51738e60 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_71.txt @@ -0,0 +1,74 @@ +The objective of model risk management is to identify, measure and mitigate model risk. This +is achieved by: +– Maintaining a robust model risk management and framework, including policies and key +operating procedures with clear roles and responsibilities for key stakeholders across the +model risk life cycle +– Assessing and monitoring the model control environment +– Maintaining model inventory to a high degree of integrity +– Supporting ongoing model risk assessments +– Performing independent model validations providing effective review and challenge to the +model development and the appropriateness of model use +– Establishing model risk appetite and reporting standards to provide all key stakeholders +with a timely and comprehensive view of model risk with actionable information +– Ensuring the model risk framework aligns to industry best practice and regulatory +expectations +Sustainability Risk and Adverse Impacts to the Environment and +Society +IFR Article 53 +Sustainability risk is the potential negative impact to the value of an investment from +sustainability factors. Sustainability factors are ESG events or conditions, including physical +and transitional climate factors. Sustainability risks, including climate risks, can impact all +three main areas of our risk management and control framework: non-financial risks, financial +risks and fiduciary investment risks. Adverse impacts to the environment or society are +defined as negative, material or potentially material effects on sustainability factors that are +directly related to actions made by our Group, our employees, investee companies within our +portfolios or other related stakeholders. This is also referred to as the concept of “double +materiality”, which aims to describe the fact that sustainability factors are connected to two +dimensions of materiality: “Financial materiality” describes the ESG-related financial and non- +financial risks, whereas “non-financial materiality” describes adverse impacts to the +environment or society. +To ensure effective sustainability risk identification and assessment, we have classified the +impact of the identified sustainability factors under “ESG risk themes”, aggregating patterns +of impact related to sustainability factors. ESG risk themes can be grouped into +– Adverse impacts +– Sustainability risk materializing as non-financial risks +– Sustainability risk materializing as strategic and financial risks +– Sustainability risk materializing as investment risks +To identify the existing risk types where sustainability factors, including climate factors, are a +risk driver, in 2023 we performed a scenario-based risk assessment. During this assessment, +the respective owners of key sustainability activities within the first line of defence evaluated +the inherent risk of ESG related risk scenarios, and, where relevant, documented controls to +reduce that risk to an acceptable level. Using this evaluation as an input, we reviewed existing +risk types for both portfolio and corporate risks and determined whether sustainability factors +may potentially be relevant risk factors. A first set of adverse impact types was added as an +add-on to the risk taxonomy. +We aim to consider adverse impacts going forward as an additional risk dimension next to +corporate (financial and non-financial) and investment (fiduciary) risks. National or regional +regulations as well as existing contractual relationships may supersede the consideration of +adverse impact for certain regions or asset classes. +The policy on ESG Integration in the Risk Management Framework (formerly titled +Sustainability Risk Management Policy) describes how sustainability risks, including climate +risks, and adverse impacts are integrated into our risk management framework. In 2023, we +revised the policy in particular by amending the consideration of adverse impacts on the +environment and society. This policy outlines sustainability risk and adverse impact-related +definitions, how sustainability factors interact with the risk taxonomy and the risk assessment +grid, as well as roles and responsibilities for the management of sustainability risk and +adverse impacts. +For each group of ESG risk themes, the business and risk strategy as well as the risk appetite +statement give guidance to the management of sustainability risk and adverse impacts. Four +qualitative statements have been included in the risk appetite statement, one for each group +of ESG risk themes mentioned above. They define the tone from the top for ESG related risk +taking within our organization. Quantitative indicators have been defined related to each +group of ESG risk themes. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Risk Report +49 Risk Framework +The secret object #1 is a "table". \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_72.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_72.txt new file mode 100644 index 0000000000000000000000000000000000000000..387e4b314ddef2258e05348054d91e9ad1f06be9 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_72.txt @@ -0,0 +1,78 @@ +Non-Financial Risk +Non-financial risk is comprised of operational risk and reputational risk. +Operational risk means the risk of loss resulting from inadequate or failed internal processes, +people, and systems or from external events, including legal risk. Operational risk excludes +business and reputational risk. +Reputational risk means the risk of possible damage to our brand and reputation, and the +associated risk to earnings, capital, or liquidity, arising from any association, action or +inaction which could be perceived by stakeholders to be inappropriate or unethical or +inconsistent with our Code of Conduct. +Key Drivers for Non-Financial Risk +Non-financial risk is inherent to our business activities. We have embedded internal risk +management and control processes and the use of risk management tools and concepts. Our +integrated approach along the risk management lifecycle is designed to enable sound risk +identification, evaluation, remediation, and monitoring of the key non-financial risks. Any +failures related to key non-financial risks, caused by external or internal influences, could lead +to material financial, regulatory, and/or reputational impacts. +Our business profile is exposed primarily to the following non-financial risks: +– Fiduciary obligations: As an asset manager, we face the risk that we do not comply with +our fiduciary obligations to put the interests of our clients first. This requires us to balance +between various interests of our clients and the economic interests of our firm to avoid +undue conflicts, taking into consideration regulatory requirements, principles, contractual +agreements, and specific disclosure requirements. +– Information security: We face the risk that our business is not sufficiently protected +against information security failures, i. e., targeted cyber security attacks. The financial +industry is subject to continuous elevated threat levels of cyber-attacks in the context of +geo-political developments and technology advancements. Direct or indirect attacks may +undermine our ability to act in a fiduciary capacity to serve our clients in a resilient way. +– Transformation: As our firm continues to mature as a standalone asset manager, we have +elected to develop and implement a more standalone corporate infrastructure separate +from our majority shareholder Deutsche Bank AG. Such decision poses both +transformational risks as well as decreased time and resources for business-as-usual +operations. Deviations in expected system and process functionality or inadequate +integration of associated controls may expose the firm to incremental non-financial risks. +– Regulatory developments: The development of new and evolving regulatory requirements +for the asset management industry, for instance on ESG requirements, IT disclosures or +record retention, imposes a challenge for us for timely identification, interpretation and +implementation. Non-compliance with laws and regulations may expose us to material non- +financial risks. +– Service providers: Third parties support us to successfully deliver our business operations +and fiduciary obligations. The use of and dependency on our vendors has increased in +recent years. Inadequate vendor oversight may adversely impact our business resiliency. +Management of Non-Financial Risk +The management of non-financial risks follows the three lines of defence approach with the +aim of protecting the Group, our clients, and shareholders against risk of material financial, +regulatory, or reputational damages. It seeks to ensure that all our key non-financial risks are +identified and addressed, that responsibilities regarding the management of non-financial +risks are clearly assigned and risks are consciously taken and managed in the most +appropriate and long-term interest of our franchise, clients and stakeholders. The three lines +of defence approach and its underlying standards apply to all levels of the organization. +To manage our non-financial risks, the operational risk management framework defines +interrelated concepts and processes aligned to the Deutsche Bank Group framework. The +operational risk management framework provides a comprehensive approach across all three +lines of defence for managing the key non-financial risks across the risk management +lifecycle. The approach enables us to determine our non-financial risk profile in comparison to +our risk appetite, to systematically identify non-financial risk themes and concentrations, and +to define risk mitigating measures and priorities. The approach to identification and impact +assessment aims to ensure that we mitigate the impact of these risks on our financial results, +long-term strategic goals, and our reputation. Key concepts and processes for managing non- +financial risks are loss data collection, lessons learned, scenario analysis, sustainable risk +remediation tracking, transformation risk assessments and risk and control assessments. In +addition, consideration of ESG driven inherent risk exposure, assessment of mitigating +controls, and ESG driven residual risk has been integrated in the risk and control assessment +tool implementation. +The most material risks we seek to remediate qualify as top risks and are regularly analysed, +monitored and reported to senior management. Top risks are rated in terms of both the +likelihood of their occurrence and the potential impact (severity) on the Group. The concept +provides a forward-looking perspective on the prioritization and anticipated impact of planned + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Risk Report +50 Non-Financial Risk \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_73.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_73.txt new file mode 100644 index 0000000000000000000000000000000000000000..f6e5102936a5eca3928ddd02cb4bad3bff4a9b43 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_73.txt @@ -0,0 +1,76 @@ +remediation and control enhancements. It also contains emerging risks and themes that have +the potential to evolve into top risks in the future. +Business Continuity and Crisis Management +GRI 3-3 +Our established business continuity and crisis management approach includes a crisis +contact and escalation process, which is tested on a regular basis. The Executive Board +retains overall responsibility for policy setting, supervision and effective implementation and +has delegated responsibility for business process disruption risk to the Chief Operating +Officer. As we recognize that significant business disruptions are a possibility, the business +continuity management program has defined roles and responsibilities, which are designed to +foster a consistent and effective approach to resiliency throughout our company and to result +in an effective fit-for-purpose capability. We designed comprehensive business continuity +procedures to minimize the impact of a significant business disruption, the effectiveness of +which have been demonstrated through various crises. We are prepared to address adverse +impacts that a pandemic, epidemic or other disasters may have on the delivery of our +services. We are also capable of ensuring work-from-home for all our employees at the same +time, if necessary – including portfolio management. We will maintain a risk-based approach +and use the recommendations of the World Health Organization and the national health +ministries, to preserve the health of our staff and clients, also to live up to our responsibility +for society. Each of the core business functions and infrastructure groups maintain their +business continuity plans to ensure continuous and reliable service. These plans are +reviewed, updated and tested annually. +Dedicated Product Lifecycle Risk Management +We have a product lifecycle management framework that is designed to ensure that +appropriate systems, processes and controls for the design, approval, marketing, +management and systematic monitoring of products throughout their lifecycle are in place. +This framework is designed to manage the risks associated with the implementation of new +products as well as material product changes during the product lifecycle. Products and +services are subject to a systematic review process to ensure that the associated risk +assessment outcome and controls remain fit for purpose. +Dedicated Reputational Risk Management +We have a dedicated reputational risk management framework, which sets out the process, +including roles and responsibilities, to support employees in identifying, assessing, managing, +and reporting reputational risk. This process also considers ESG factors. The Reputational +Risk Committee takes preventive decisions on matters which might trigger reputational risk, +in alignment with our risk appetite. +We seek to ensure that reputational risk is in line with our business strategy and overall risk +profile. Reputational risk cannot be precluded and is also driven by any unforeseeable change +in the perception of practices by our various stakeholders (e. g., public, clients, shareholders, +and regulators). In line with our fiduciary responsibilities, we strive to balance the firm’s +reputational risk with the economic interests of our clients. +Financial Risk +IFR Article 47 +Key Drivers for Market Risk +IFRS 7/IAS 1 +Market risk is the potential for change in the value of financial instruments due to changes in +market prices. We are exposed to non-trading market risk, which arises from our investments +and from off-balance sheet exposures. The key risk drivers include movements in interest +rates, credit spreads, foreign exchange rates, commodity prices, and equity prices. These, in +turn, can be impacted by general market movements related to the economic environment or +socio-political and geo-political events. The primary objective in the management of market +risk is to ensure that risk exposure is within the approved risk appetite. +Market risk primarily concerns liquid seed investments, co- and illiquid seed investments, +guaranteed products, foreign exchange, pension, and equity compensation, as outlined +below. +Liquid seed investments: Capital is deployed to build marketable track records by providing +initial funding for new liquid products initiated by us. These products include primarily +exchange traded and mutual funds which invest in stocks and bonds. We execute an +economic risk position offset process to minimize the profit/loss volatility of the seed +investment portfolio. Liquid seed investments are typically short-term (up to three years, +frequently shorter) and risk positions are broadly offset within a 6% tracking error on notional +to minimize market risk. Offsetting positions are classified as derivatives on the balance sheet. +Co- and illiquid seed investments: We have co-investments primarily in fund products that +invest in alternative asset classes such as real estate, infrastructure, private equity, and +sustainable investments. Investments are made to ensure an alignment of interest between + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Risk Report +51 Financial Risk \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_74.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_74.txt new file mode 100644 index 0000000000000000000000000000000000000000..36b79260c123d15febb76ddf1fa42a7063284458 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_74.txt @@ -0,0 +1,78 @@ +fund investors and the Group and are normally held to maturity. Similar to liquid seed +investments, there are also instances where seed capital is provided to launch alternative +funds. +Strategic investments: Strategic investments typically have the primary objective of +enhancing the franchise value by providing access, for example, to specific markets, products +or exchanges. A strategic investment, therefore, has a broader strategic business objective +than making a return on the investment itself. +The key risk inherent in our portfolio of co-, strategic and illiquid seed investments is the +impact of an event on the value of the underlying assets potentially resulting in the need to +partially impair or even fully write-off the value of an investment. Key events can include: +– Economic environment: Material economic downturn impacting the value of the +underlying fund investments +– Geo-political risk: Material geo-political events impacting the value of underlying fund +investments such as the US-China trade dispute or a political shift in willingness to support +or subsidize certain industries such as the sustainability sector +– Equity prices: Impact on underlying investments of a change in equity prices in turn +impacting the value of the co-investment in the relevant funds +– Foreign exchange (FX): Impact on reported value of investments of movements in foreign +currencies relative to Euro. +– Interest rates: Impact of interest rate movements on funds invested in debt instruments +and/or providing loans (e. g., private debt funds); wider, indirect impact of rising interest +rates on investor appetite for investment in alternative funds +– Commodity prices: Impact on underlying investments of a change in commodity prices in +turn impacting the value of investment in the relevant funds (e. g., real estate construction +costs) +– Sustainability risk and adverse impact factors: Sustainability risk factors, including +climate factors, may negatively impact investment fair value; investments may adversely +affect the environment or have negative social impact +– Idiosyncratic risk: Market risk can also occur because of specific investment +characteristics, for example operational leverage or, management quality, or fraud +Decreases in investment valuations directly impact our profits via reduction of fair value. In +addition, fee income is negatively affected due to the lower asset value of the underlying +fund. Furthermore, potential issues in current or future capital raising and/or reputational/ +litigation risk may arise. +Guaranteed products: We manage guaranteed retirement accounts (“Riester Products”) and +guaranteed funds, whereby we provide a full or partial notional guarantee at maturity. Riester +guaranteed retirement accounts are voluntary private pension schemes in Germany that are +government subsidized. +The guaranteed products portfolios are managed using constant proportion portfolio +insurance strategies and techniques, which use a rule-based exposure allocation mechanism +into highly rated assets and riskier assets, depending on market levels. This allocation +mechanism between the two components is designed to limit the downside risk. Guaranteed +products may invest into a wide range of equity and fixed income securities as well as other +instruments permitted in the product documentation. +The risk for the Group as guarantor occurs if the net asset value of underlying funds at the +respective guarantee date is less than the guaranteed amount. The respective guarantee +shortfall is reflected as negative market values from derivative financial instruments. A +provision is booked, aligned to the long-dated maturity of the underlying guarantees. +The guarantee shortfall is particularly sensitive to movements in the long-dated interest rate +curves and can also fluctuate due to changes in: +— Market development: in addition to changes in long-dated interest rates, the shortfall is +also impacted by changes in equity prices, volatility, and other market factors impacting the +net asset value (e. g. performance of underlying assets and funds) +— Changes in client behaviour: e. g., decreases in cancellation rates increase the shortfall as +do client contributions if made in a low interest rate environment +— Model assumptions: the shortfall calculation can be influenced by changes in model +assumptions and the timing of the market data snapshot used +This risk is regularly monitored under different stress scenarios and client contribution and +cancellation simulations. We mitigate interest rate risk as and when necessary to retain a +balanced risk position in line with our risk appetite and strategic goals. The mitigating +instruments include long-dated bonds, long-dated interest rate swaps or swap options. +Pension risk: We are exposed to market risk from several defined benefit pension schemes +for past and current employees. The ability of the pension schemes to meet the projected +pension payments is maintained through investments and ongoing plan contributions. Market +risk can materialize due to a potential decline in the market value of the assets or an increase +in the liability of each of the pension plans. Key risk factors include interest rates, inflation, +credit spreads, and equity values. The overall risk increases with reduction in plan + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Risk Report +52 Financial Risk \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_75.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_75.txt new file mode 100644 index 0000000000000000000000000000000000000000..a42ba604cf3713bc107ff165ffea5261defb8e0d --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_75.txt @@ -0,0 +1,74 @@ +contributions as plans mature, increased, or offset by changes in the longevity profile of the +pensioner population. +Equity compensation risk: Equity compensation is linked to our share price and performance +and so is a right way risk since liabilities will primarily only increase if the share price and +relevant performance improves. We monitor and manage the resulting profit and loss +volatility and enter into short-term derivatives to retain a balanced risk position as and when +necessary, in line with our risk appetite and strategic goals. +Structural foreign exchange: Structural foreign exchange (FX) risk arises from our non-Euro +denominated subsidiaries, primarily US Dollar and Pound Sterling. We monitor our structural +foreign exchange risks on an ongoing basis and may selectively offset the risk positions with +the primary objective to stabilize consolidated capital and internal capital adequacy metrics. +Foreign exchange: Foreign exchange risk arises from our assets and liabilities that are +denominated in currencies other than the functional currency of the respective entity. These +positions are translated at the period end closing rate and can give rise to fluctuations in the +reported value of the investments. Foreign exchange gains or losses resulting from the +translation and settlement of these items are recognized in the consolidated statement of +income as net gains or losses on financial assets/liabilities at fair value through profit or loss. +We may selectively use instruments to offset foreign exchange exposure as and when +necessary to retain a balanced risk position in line with our risk appetite and strategic goals. +Management of Financial Risk +The above-mentioned types of financial risks are subject to dedicated approval processes +which are designed to ensure that all aspects of risk, capital and funding are considered +before new risk exposures are taken. For new co-investment and seed capital requests, for +example, there is a clearly defined approval authority matrix dependent on the size of the +capital request. Investment allocations and requests are reviewed and monitored by the +Capital Investment Committee and + assigned to the respective authority. The consideration of +sustainability risk and adverse impacts is part of the investment approval process. +Market risk exposure is identified and captured based on our risk type framework covering +equity, foreign exchange, interest rate, credit spread, commodity, and idiosyncratic risk. Risk +is measured by estimating the potential losses from a particular risk type. This is usually +achieved by determining the exposure, the trend and potential change in market value as well +as the covariance with other relevant assets and liabilities. Established capital models tailored +to our risk profile are used to calculate the capital consumption of financial risks. +When necessary, approvals are granted subject to conditions to mitigate the potential risk to +the Group and its stakeholders. Such conditions can include limiting concentrations in high- +risk sectors and/or geographies. One area where risk position offsetting is routinely used as a +direct risk mitigation is the seed capital portfolio. +A limit structure for the Group’s investments is in place with regular monitoring to ensure the +risks remain within risk tolerance levels. The co-investment portfolio is also subject to bi- +annual reviews at the underlying fund level to ensure the risk profile is maintained and any +emerging risks are escalated where necessary. Ad-hoc monitoring and/or reviews of any +aspect of the financial risk portfolio are carried out as and when required. +The risk framework for co- and illiquid seed investments has been reviewed and enhanced to +accommodate our growth strategy in alternatives investments. This includes multi period risk +planning, portfolio risk and attribution analysis, a refined set of limits complementing risk +appetite, and control thresholds as part of risk monitoring and decision-making. +For sensitivity analyses on market risk exposures please refer to note ‘09 – Financial +Instruments’ to the ‘Consolidated Financial Statements’. +Credit Risk +IFRS 7/IAS 1 +Credit risk arises from all transactions where actual, contingent or potential claims against +any counterparty, borrower, obligor or issuer (which we refer to collectively as +“counterparties”) exist. +As an asset manager, we do not undertake business activities that result in material credit +risk. For the Group, credit risk exposure relates primarily to cash and cash equivalent +positions that are placed with third party banking and financial institutions. The +counterparties are monitored via market parameters, the usage of independent credit ratings, +ESG signals, and proprietary credit risk assessment. The related credit risk exposure to these +counterparties is aggregated and managed within appropriate limits. +To further diversify credit risk in our corporate liquidity management, other options have been +used, including investing in government bonds, corporate bonds, and money market +instruments. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Risk Report +53 Financial Risk \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_76.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_76.txt new file mode 100644 index 0000000000000000000000000000000000000000..53360f86bb0732dbe414da586d8959f9787a4654 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_76.txt @@ -0,0 +1,74 @@ +Strategic Risk +Strategic risk is the risk of an operating income shortfall due to lower-than-expected +performance in revenues not compensated by a reduction in costs. Strategic risk may arise +from a decline in our assets under management driven by changes in asset values, from our +ability to attract and retain assets under management and maintain competitive investment +performance or from changes to the competitive landscape (including tight labour markets) +or regulatory framework. Strategic risk is a material risk type that may arise due to a failure to +execute our strategy and/or failure to position us strategically and/or failure to effectively +take actions to address underperformance caused by external or internal factors. Exposure +categories to help guide the assessment process for strategic risk include competitive +landscape, key personnel, regulation, strategic relationships, macroeconomic downturn, and +product suite. +The strategic and capital plan is approved annually by the Executive Board. During the year, +execution of business strategy is regularly monitored to assess the performance against +strategic objectives and to seek to ensure we remain on track to achieve targets. +Liquidity Risk +IFRS 7/IAS 1 +Liquidity risk is the risk arising from our potential inability to meet all payment obligations +when they come due or only being able to meet these obligations at excessive costs. The +objective of the Group’s liquidity risk management framework is to ensure that it can always +fulfil its payment obligations and can manage liquidity and funding risks within the agreed +risk appetite. The framework considers relevant on-balance sheet and off-balance sheet +drivers of liquidity risk as well as expected future cash flows. +Capital and Liquidity Management is mandated to manage the overall liquidity and funding +position of the Group as well as the liquidity risk profile. Risk oversees the application of the +liquidity risk framework and adherence to the risk appetite. +The Group proactively manages liquidity risks by: +– Maintaining a liquid balance sheet with a prudent cash buffer +– Maintaining a funding plan, aligned with the strategic plans of the Group, to assess +upcoming funding demands and sources +– Stress testing of a rolling 12-month liquidity position, based on the funding plan, by applying +a combined, market and idiosyncratic stress event in which the Group needs to remain +solvent over a prolonged period of stress +– Monitoring regular stress testing results and identifying potential liquidity risks +– Maintaining contingency funding procedures to enable swift and coordinated action and +decision making in a liquidity crisis event +On 31 December 2023, the 12-month projected liquidity position after stress was well within +the risk appetite. +Liquidity risk is an area of lesser concern for the Group due to the cash generating nature of +our business and the conservative funding profile of our balance sheet. We principally fund +the business through equity and cash generated from operations. We may, however, raise +debt funding to address specific funding demands that may arise as part of growing the +business. +As part of the annual strategic planning process, we project the development of the key +liquidity and funding metrics based on the underlying business plans to ensure that the plan +complies with risk appetite. This includes maintaining a funding plan to specifically assess +upcoming funding demands and sources to accommodate projected seed and co- +investments within the respective limits. +To diversify our funding and access to liquidity, we have put in place a revolving credit facility +of € 500 million for general corporate purposes under which there were no drawings as of +31 December 2023. +For the maturity analysis of financial liabilities please refer to note ‘09 – Financial Instruments’ +to the ‘Consolidated Financial Statements’. +Risk Diversification and Concentration +Risk Concentrations +IFRS 7/IAS 1 +Risk concentrations refer to clusters of the same or similar risk drivers within risk types, +including risk concentrations in operational, credit, market, liquidity and other risks. They +could occur within and across counterparties, businesses, regions/countries, industries, and +products. The management of concentrations is integrated into the management of individual +risk types (e. g., operational, credit, market, liquidity risk management) and monitored on an +ongoing basis, with the key objective to avoid excessive risk concentrations. This is supported +by limit setting on different levels and/or management according to risk type. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Risk Report +54 Financial Risk \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_77.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_77.txt new file mode 100644 index 0000000000000000000000000000000000000000..ab01a334f7b234e56961080602c70a02a53aeba5 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_77.txt @@ -0,0 +1,71 @@ +Risk Type Diversification Benefit +The risk type diversification benefit quantifies diversification effects between operational, +credit, market, and strategic risk in the capital adequacy assessments. To the extent +correlations between these risk types fall below 1.0, a risk type diversification benefit results. +The calculation of the risk type diversification benefit is intended to ensure that the +standalone capital for the individual risk types is aggregated in an economically meaningful +way. +Fiduciary Investment Risk +Fiduciary investment risk is the management of investment portfolios in accordance with our +fiduciary and regulatory obligations. The investment funds risk framework, which covers +regulatory, client specific and internal requirements is part of our control framework. +Fiduciary Investment Risk in Traditional Asset Classes +Market Risk Management +The market risk management process identifies, measures, monitors, and reports the market +risks as well as portfolio concentrations of the investment portfolios. Both the specific risks on +position level and the overall risk of the portfolio are considered – aiming at protecting +investor assets and interests. +The risk identification process is performed on a quantitative and on a qualitative basis. The +most relevant quantitative metrics are based on movements in credit spreads, equity prices, +implied volatilities, commodity prices, foreign exchange rate, interest rates, and inflation +rates. +The risk management function monitors market risks with dedicated escalation procedures +covering the following areas: +— Absolute portfolio market risk is the risk of investment losses at portfolio level due to +changes in market risk drivers. +— Relative portfolio market risk is the risk of investment losses relative to the benchmark +(where available) due to changes in market risk drivers. +— Leverage risk is the risk of investment losses that result from usage of derivatives or non- +linear payoff structure within the portfolio. +— Concentration risk is the risk of investment losses at portfolio level due to concentration of +investments (e. g., specific issuers, countries, or foreign currencies). +Appropriate thresholds are defined and the consumption of the capacity within the limits is +reported to portfolio management. Indications for a high probability of a limit breach trigger +immediate escalation and mitigation actions. +Fiduciary Sustainability Risk Management +Sustainability risk in the fiduciary risk management context relates to various risks arising +from ESG aspects potentially impacting the valuation of any assets held in a fund that could +result in a financial impact for the fund investors. We established a risk management +framework for sustainability risk to manage sustainability factors potentially impacting a +fund’s risk profile. +The sustainability risk management process is designed to identify, measure, monitor, and +report sustainability related risks on an overall fund level, as well as on issuer specific levels +as part of the issuer concentration risk framework. +To identify and assess the sustainability risk profile of a fund, we consider our climate +transition risk assessment as well as our norm controversy assessment (please refer to ‘Our +Responsibility – Sustainable Action’ for further details) in the risk management processes in +combination with each fund’s gross and risk-adjusted exposure information as well as +relevant benchmark data (if applicable). The process includes fund-level risk appetite setting +and measurement, monitoring and reporting activities against the defined risk appetites. +We implemented the portfolio sustainability risk management framework across all European- +domiciled UCITS and AIFs, including the European ETF product suite. +Liquidity Risk Management +Liquidity risk means the risk arising from the potential inability to meet investor redemptions +or at significant cost to redeeming and remaining investors. The liquidity risk management +framework includes processes that are designed to identify, measure, monitor, assess, +manage, and report liquidity risk over the complete life cycle of a portfolio. Processes are +executed by first and second line of defence and governed by policies, procedures, and +oversight bodies. +The portfolio liquidity risk identification considers the portfolio’s strategy, the liquidity of its +assets, and the future liquidity demands. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Risk Report +55 Fiduciary Investment Risk \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_78.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_78.txt new file mode 100644 index 0000000000000000000000000000000000000000..de8c73f7cdfa34299cf27b8a9feef5483d695fc9 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_78.txt @@ -0,0 +1,73 @@ +The liquidity risk measurement framework follows the same approach, estimating asset +liquidity and future liquidity demands taking account of the portfolio’s strategy. This is +calculated along different dimensions, such as the time to liquidate portfolio holdings, and the +cost attributed to such liquidation. +A portfolio’s asset liquidity is measured by considering asset and market specific factors. +Liquidity demand scenarios are estimated based on redemption and collateral call scenarios. +In addition, liquidity stress tests are run to simulate the impact of stress conditions. Liquidity +stress tests are also used to determine whether liquidity management tools shall be added to +improve the management of the portfolio's liquidity risk under stress conditions. +A portfolio's current liquidity risk is assessed via a scoring system. In addition, each portfolio’s +liquidity risk relative to investment strategy and redemption obligations is reviewed through a +formal annual risk review process. +Metrics are calculated and updated with the latest trading and market data, which are +available on our portfolio management systems for first and second line of defence staff. +The risk management function regularly monitors the portfolio's limit utilizations. The limit +structure consists of regulatory and internal limits as well as thresholds. Escalation chains and +contingency planning are included within the liquidity framework. +Fiduciary Investment Risk in Alternative Asset Classes +Whereas market prices are available daily for traditional assets, alternative assets are in most +cases far more illiquid, or prices are not directly observable. In these cases, regular +measurement and control processes are undertaken on a monthly or quarterly basis rather +than daily. +The methodology for alternative risk management requires expertise in the asset acquisition +process, credit analysis where appropriate, regular stress testing, and calculation and +monitoring of leverage, where applicable. +We have defined appropriate criteria to measure risk. Different alternatives sub-asset classes +have different criteria, e. g. real estate, infrastructure, private debts, private equity and fund of +funds. Thresholds are established, and consumption reported regularly to management. +Identification of Risk in Alternatives +The risk management function is responsible for identifying material portfolio risk, which is +defined as the risk of decreasing market values of the portfolio positions. This risk is +considered material if it leads to a significant loss for the investor with a sufficient probability. +Due to changing market conditions and volatilities as well as trading activities, the market risk +for a given portfolio changes over time. In addition to traditional market risks, special +alternatives risks include interest rate risk, FX risk, volatility risk, inflation risk, real estate risk +and credit risk. +Internal thresholds are implemented for the relevant criteria at the individual asset level, +contract and the entire portfolio level. Portfolio levels close to the warning threshold are +regularly discussed and notified to the respective Alternatives Investment Committees or +Boards of the management companies, whereas individual assets are monitored separately. +The monitoring of individual assets may be triggered by reaching internal thresholds or by +violation of contractually defined limits. In these instances, an asset is included in a watch list +jointly overseen by portfolio management and risk management with regular monitoring of +any mitigating actions. If investments further deteriorate, work-out specialists or additional +stress scenarios will be considered. +Fiduciary Sustainability Risk Management +We identify and assess the level of sustainability risk taken by illiquid alternatives funds +domiciled in Europe based on individual asset level risk scores or ratings, which are formed by +both quantitative and qualitative data points. These can be based on external ESG data +providers (e. g., S&P Global for real estate, Global Real Estate Sustainability Benchmark for +infrastructure), as well as internal subject matter experts. +These processes were further enhanced in 2023 which includes determining a fund’s risk +appetite, measurement and monitoring of the scores and their reporting. +Liquidity Risk Management +Liquidity risk is the risk arising from potential inability to meet investor redemptions or other +liquidity demands within a requested time period (liquidation period). Liquidity risk arises due +to expected or unexpected investor redemption or other liabilities for payment. Examples of +liquidity risk include settlements of foreign exchange forward transactions or margin calls +which must be met by the current cash positions and/or by selling assets to generate cash. +Hence the liquidity risk management framework considers both the specific liquidation risk of +the individual investments and the overall risk of the portfolio to generate liquidity. Within + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Risk Report +56 Fiduciary Investment Risk +The secret landmark is the "Statue of Liberty". \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_79.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_79.txt new file mode 100644 index 0000000000000000000000000000000000000000..a6cf77c22eef5296b296141f919b87fd59f9ae17 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_79.txt @@ -0,0 +1,55 @@ +alternatives products, open ended funds and closed end funds require a different type of +liquidity risk management. +Measurement of the liquidity risk compares possible liquidity needs with asset liquidity and is +summarised in a liquidity profile, which aggregates available liquidity by time buckets, +considering the time it takes to liquidate assets. In addition, risk management function +defines further internal limits where appropriate. +Liquidity risk primarily affects open end funds and is addressed by respective provisions +within the funds. The liquidity limit utilization is monitored on a regular basis. The +implemented liquidity stress tests follow the approach that, under several predetermined +liquidity stress test scenarios, the liquidity factors that drive the liquidity of funds are subject +to severe stress levels which could reasonably be expected to occur. Appropriate thresholds +are defined and limit utilization is reported to management, as appropriate. Indications for +high probability of a limit breach trigger immediate escalation and mitigation actions. +Counterparty Risk +Counterparty risk relates to the potential losses arising when a counterparty cannot (or does +not) fulfil its obligation in a transaction. In the context of the Group, counterparties are +typically third parties with direct market access (broker) or derivative counterparties, +securities lending counterparties or banks where cash deposits are placed. +Each counterparty must be approved by risk management before any trade can be entered. +Counterparty risks are identified via market signals (e. g. credit spreads), factors such as +ratings as well as by the regular review of counterparties. ESG aspects are also considered +when reviewing a counterparty. Where appropriate, aggregated counterparty exposure limits +are defined. Monitoring and escalation of limit excesses ensures adequate oversight. Over the +counter derivatives are traded under an International Swaps and Derivatives Association or +equivalent agreement such as a German Master Agreement mitigating counterparty risks. +Derivatives exposure is collateralized according to European Market Infrastructure Regulation +standards. +Valuation Risk +Valuation risk means the risk of possible mispricing of assets in investment portfolios, that +may result from data feed issues, accounting errors, pricing agents or valuation advisor, lack +of adequate controls over pricing deficiencies or missing prices, model or input errors, and +other control processes failures. The Valuation Control Group is responsible for oversight, +monitoring and management of risk mitigating activities aimed to ensure that the assets in +investment portfolios are fairly valued in accordance with our fiduciary and regulatory +obligation. +The valuation process is implemented by dedicated business and infrastructure teams, as +well as internal and external service providers. Valuation processes, procedures, and service +relationships are documented and are designed to ensure compliance with our global +standards and principles detailed in the valuation policies and relevant legal and regulatory +requirements and client guidelines. The valuation risk management framework requires the +implementation of consistent, robust, and reliable valuation and monitoring and control +processes that define the organizational set-up, standardized procedures and appropriate +controls. The risk management framework also provides direction for the committees, senior +management and fund boards mandated to govern the asset valuation process. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Risk Report +57 Fiduciary Investment Risk \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_8.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_8.txt new file mode 100644 index 0000000000000000000000000000000000000000..0921e1943c3d42c4bee328d58639d2158655f3bd --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_8.txt @@ -0,0 +1,89 @@ +There were also some changes on the Supervisory Board in 2023. Ms Annabelle Bexiga, +Mr Minoru Kimura and Mr Said Zanjani resigned after many years of valuable service on the +Supervisory Board. Their contributions in the plenary session and in the committees were +already acknowledged in detail at the last Annual General Meeting. The Annual General +meeting in June 2023 elected Prof Dr Christina E. Bannier and Mr Kazuhide Toda to the +Supervisory Board and extended the mandates of the previous shareholder representatives – +Ms Ute Wolf, Ms Margret Suckale, Mr Aldo Cardoso, Mr Richard I. Morris, Jr., Mr Bernd +Leukert and myself. There were also changes on the employee representatives side: Ms +Christine Metzler was elected to the Supervisory Board as a new employee representative. +Ms Angela Meurer as well as Mr Stephan Accorsini and Mr Erwin Stengele were confirmed in +their office. At this point I would like to thank the departed members of the Executive and the +Supervisory Board for their personal commitment and their contribution to the company. +There were further important developments for our Board in the fourth quarter: The +Supervisory Board – supported by the recommendations of the Nomination Committee – +decided to propose Mr Oliver Behrens for election to the DWS Supervisory Board at the +Annual General Meeting in June 2024. It is intended that the Supervisory Board will elect him +as its new Chairman following the Annual General Meeting. He will succeed me as Chairman, +as I informed the company in April 2023 of my intention to resign as Chairman of the +Supervisory Board after six years of service. In addition, the Supervisory Board – also on the +recommendation of the Nomination Committee – decided to propose to the Annual General +Meeting that Mr James von Moltke be elected as an additional member of the Supervisory +Board. Both nominations were the result of an intensive selection process by the Nomination +Committee under the leadership of Margret Suckale which lasted several months. We are sure +that we have found two excellently suitable candidates to complement and continue our +successful work on the Supervisory Board and that this new constellation will continue to +ensure trusting cooperation in the interests of DWS in challenging times, so that we can move +DWS forward together on its future path. +In detail for the reporting year: +The Supervisory Board continuously and properly performed the tasks assigned to it by legal +and supervisory provisions, the company's articles of association and the Supervisory Board's +rules of procedure. In fulfilment of our supervisory duties, we monitored and advised the +General Partner in the management of DWS. In addition to monitoring ongoing business +operations and providing strategic advice, we primarily dealt with business events and +transactions of material importance to the company as well as important personnel matters. +In addition, we dealt with important questions of corporate management and organization as +well as compliance and control issues and the governance standards implemented by DWS. +The management regularly informed us in writing and verbally about important company +matters. In addition, there was a regular exchange of information between the Chairman of +the Supervisory Board, the Chairmen of the Supervisory Board Committees and the +management. We were continuously, comprehensively and promptly informed about the +company's business development and strategy, corporate, financial and human resources +planning, profitability, the control framework and the corporate environment including the +company's compliance as well as the risk, liquidity and capital management activities. +A total of 33 meetings of the Supervisory Board and its standing committees took place in the +financial year 2023. The average participation rate was more than 97%. Information about the +participation of individual members of the Supervisory Board is contained in the ‘Meeting +Attendance’ section of this Annual report. Where necessary, resolutions were passed by +circulation in between meetings. +Meetings of the Supervisory Board in Plenum +The Supervisory Board held nine meetings in 2023, in which we dealt with all matters of +significance to the company within the scope of our responsibilities. +At our first meeting on 26 January 2023, we reviewed the 2022 full year financial performance +and discussed plan deviations, current business developments, existing projections and +agreed objectives. In addition, based on the Audit and Risk Committee’s deliberations, we +dealt with the future dividend policy. Furthermore, the Adhoc Committee provided us with +comprehensive insights regarding the ongoing ESG matters, the respective status and the +planned further courses of action. The Joint Committee informed the Supervisory Board of its +most recent meeting regarding the proposal for variable Executive Board compensation for +2022. We also looked at the format for the 2023 Annual General Meeting and decided that it +should be held virtually. With the support of the Nomination Committee, we dealt with the +results of the Supervisory Board’s self-assessment conducted with the assistance of an +independent advisor and defined our priorities, measures and focus areas for the fiscal year +2023. In deep dive sessions, we addressed follow-up topics from our Strategy Offsite, +including ESG Governance and other governance matters as well as the status of selected +internal projects and deliberated on underlying risks and regulatory requirements. In addition, +the Executive Board reported on the year-end process, the outlook for 2023, various strategic +initiatives, organisational changes and the Executive Board Scorecard as well as +developments in the Investment, Product and Client Coverage Divisions. +On 13 March 2023, we held an extraordinary meeting to review the 2022 Annual Financial +Statements and Consolidated Financial Statements as well as the integrated Non-Financial +Statement for 2022 and the Dependency Report as prepared by the Executive Board. +A special focus in this regard was on ESG-related aspects. Based on the recommendation of + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Report of the Supervisory Board +VI +The secret sport is "tennis". \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_80.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_80.txt new file mode 100644 index 0000000000000000000000000000000000000000..7704ea96861c063de7c02fc6b3bee20275e2ef00 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_80.txt @@ -0,0 +1,71 @@ +Compliance and Control +[Anti-Financial Crime and Compliance] +GRI 2-27; 3-3; 205-2 +Highlights +– An effective Anti-Financial Crime (AFC) and Compliance organisation safeguards our +license to operate and addresses regulatory, reputational and operational business +interests. It is essential to prevent financial crime and protect our clients, society and the +Group. +– The development of sustainability risks and factors and their integration into existing +processes continued in order to meet changing legal and regulatory requirements in 2023. +– Identifying and appropriately managing conflicts of interest is crucial to preventing adverse +consequences for our customers, the Group and our employees. +– Our antitrust compliance programme and training aims to prevent or mitigate breaches of +anti-trust laws. +Organisational Structure +The Executive Board is ultimately responsible for the management and mitigation of financial +crime risks within the Group. It has delegated tasks relating to those obligations to the AFC +and Compliance function. Our AFC and Compliance organization is part of the Chief +Administrative Office and maintains close contact with the AFC and Compliance function of +Deutsche Bank Group. +Risk Management +AFC and Compliance risks are part of the non-financial risk framework alongside liquidity-, +financial and strategic risk. AFC and Compliance is the second line of defence control +function, managing and mitigating the financial crime risks assigned to it in the non-financial +risk management taxonomy. +Non-compliance with relevant laws and regulations and an inadequate control framework +could expose us to significant legal, regulatory and reputational risk with a financial impact. +Control management and execution is one cornerstone of the AFC and Compliance risk +management framework as controls offer insights into risk trends and patterns and therefore +enable us to manage risks and stay within risk appetite. Therefore under the AFC and +Compliance risk management framework we monitor and assess our risk profile against the +agreed risk appetite and the effectiveness of our risk mitigating controls. +Every employee is responsible for the prevention, detection, and reporting of internal and +external fraud as well as bribery and corruption in connection with our business. We require +all employees to conduct themselves with the highest standards of integrity and to follow the +correct procedures if they believe that something is not right. A speak-up culture is essential +to maintaining a positive compliance culture in which everyone not only adheres to our +policies, but also adheres to applicable laws and regulations in all jurisdictions whilst offering +a safe environment for employees to raise issues. Our anti-fraud policy applies to all +employees, permanent and temporary, and explains how to immediately escalate any known +or suspected fraudulent incident or any concern via our whistle-blower tool or hotline that +protects the identity of the individuals raising the incident or concern. We take a zero- +tolerance approach to bribery and corruption in line with our Code of Conduct, our values and +beliefs, and national and international laws and regulations. The Anti-Bribery and Corruption +Policy sets out the minimum standards of behaviour expected of all employees and third +parties as well as the minimum safeguarding measures to be implemented. Any non- +compliance with the anti-fraud as well as the anti-bribery and corruption policies will lead to +consequences for the respective individuals. +Management Approach +The fight against financial crime is vital to ensure the stability and integrity of the +international financial system. Failure to identify and manage risks relating to financial crime +exposes us and our staff to potential corporate criminal and/or regulatory liability, civil +lawsuits, financial losses, and reputational damage. +During 2023 we did not identify or report any material breaches of laws and regulatory +requirements in relation to fraud, bribery, or corruption. +As a global asset manager, an effective compliance culture is key for safeguarding client +assets. This includes the Compliance risk management processes such as risk identification, +risk assessment and evaluation, risk monitoring and mitigation as well as a clear responsibility +across all three lines of defence. This also includes communication, training and compliance +with standards of behaviour which we expect our employees to adhere to. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Compliance and Control +58 Anti-Financial Crime and Compliance \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_81.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_81.txt new file mode 100644 index 0000000000000000000000000000000000000000..e610c735de7974400bc74e5d1fa8309ed172b98b --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_81.txt @@ -0,0 +1,78 @@ +The Code of Conduct sets out these standards of behaviour and requirements for our +employees. It is designed to ensure that we conduct ourselves in compliance with law and +regulation as well as ethically – with integrity, and in accordance with our and Deutsche +Bank’s policies and procedures. +As part of our risk management approach, we focus in particular on the following topics: +– Regulatory adherence +– Conflicts of interest +– Anti-competitive behaviours +Public Policy and Regulation +Regulatory reforms in the EU and internationally introduce changing legal and regulatory +requirements for our clients and us. Failure to comply with laws and regulations applicable to +us could result in regulatory penalties or fines, harm to our reputation and a material adverse +effect on the results of our operations. The compliance framework is designed to identify +such changes, to inform the business promptly and to allocate responsibility for assessing the +impact of such changes and, where necessary, amending policies and procedures to ensure +that they are implemented. +Since the risk of changing rules and regulations is inherent to our daily business, we have +developed a framework to identify and implement new or changed regulations and allocate +clear accountability for the identification, impact assessment, and implementation. +It helps to build our profile in public policy and regulatory interactions in general, so we +engage constructively with regulatory stakeholders as well as contribute to informed strategic +decision-making, provide oversight of key initiatives, and insight for senior management on +upcoming regulatory changes. +On a monthly basis, information on new and changed regulations is communicated to the +business divisions and stakeholders. Within Compliance, a global regulatory practice group +was established consisting of regional regulatory Compliance experts to provide updates on +key items in the respective jurisdictions and any potential extra-territorial impact. Information +on regulatory developments and changes is included in our quarterly reports to management. +How regulatory changes are implemented depends on their complexity and impact of the +changes. Major regulatory changes such as prudential requirements applicable to investment +firms are executed through programmes to manage cross-divisional implementation and +ensure the involvement of relevant stakeholders. +In 2023, the public affairs and regulatory strategy team provided ad hoc updates on political +and regulatory developments to senior management, coordinated the development and +delivery of our positions on important regulatory topics, and acted as a clearing house for +memberships in trade bodies and business organisations close to political stakeholders. +ESG Regulatory Compliance +GRI 3-3 +Sustainable Finance Disclosure Regulation, EU Taxonomy Regulation, +UK Sustainability Disclosure Requirements +In 2023, our primary focus was on the implementation of regulatory requirements derived +from the Sustainable Finance Disclosure Regulation, with a particular emphasis on the +statement on Principal Adverse Impacts of investment (PAI Statement) and the periodic +disclosure for financial products. Other regulatory focal points included the implementation of +the Taxonomy Regulation, as well as the analysis and initial implementation of upcoming +regulatory requirements resulting from the Corporate Sustainability Reporting Directive, +which must be transposed into national law, and UK Sustainable Disclosure Requirements. +A significant milestone was the final implementation and publication of PAI Statements on +30 June 2023. We continued to enhance our pre-contractual documents, periodic reports, and +website disclosures on the product level to meet additional requirements of national +competent authorities, such as Commission de Surveillance du Secteur Financier from +Luxembourg. As a result, a separate procedures document was released on our products web +pages that contains details on our ESG data and methodology in relation to those products +subject to Sustainable Finance Disclosure Regulation. +In June 2023, we updated our European ESG Template to the latest version 1.1.1. The template +serves as a standardized framework for exchanging ESG data between product manufacturers +and distributors. Developed by FinDatEx in cooperation with market associations for the +banking, fund, and insurance sectors, it aligns with data definitions specified by relevant EU +legislative acts, including Sustainable Finance Disclosure Regulation, EU Taxonomy +Regulation, the amended European Union Markets in Financial Instruments Directive II and +Insurance Distribution Directive. +Besides product and legal entity disclosures, we have provided key performance indicators +related to taxonomy alignment at group level within the Annual Report. This requirement +stems from the EU Taxonomy Regulation Article 8 – for more details, please refer to the +section ‘Complementary Information – Disclosures in Accordance with Article 8 Taxonomy +Regulation and Delegated Regulation (EU) 2021/2178’. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Compliance and Control +59 Anti-Financial Crime and Compliance +The secret kitchen appliance is a "rice cooker". \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_82.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_82.txt new file mode 100644 index 0000000000000000000000000000000000000000..c025bc9a22a7b30bd3bf1d70e09d823b7834f084 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_82.txt @@ -0,0 +1,79 @@ +Furthermore, we will have to comply with the requirements of the Corporate Sustainability +Reporting Directive in our 2024 Annual Report. In preparation for the related disclosure +requirements, we set up an implementation project in 2023, which involved conducting a +readiness assessment and preliminary materiality assessment based on the European +Sustainability Reporting Standards. +In addition, owing to our organizational structure and our operations in the UK, we have also +taken steps to comply with the upcoming requirements of the UK Sustainability Disclosure +Requirements, which are part of the UK Green Finance Strategy. +Business Ethics +GRI 2-23; 2-26; 3-3 +We follow the Deutsche Bank Group global conduct risk framework. This is designed to avoid +the inappropriate creation of bad outcomes for our clients, for us or the integrity of financial +markets through breaches of laws, regulations, or internal requirements, as stipulated within +the Code of Conduct of Deutsche Bank Group and supporting policies/procedures. This +global framework defines the principles for oversight of the management of conduct risk so +that there is timely identification, reporting, escalation and remediation of issues that arise. +The Code of Conduct defines rules of behaviour that are binding for all our employees. When +incidents occur, we explicitly encourage our employees to escalate potential concerns to a +supervisor or the relevant control function (for example Compliance). +We have developed a distinct set of values to position ourselves for the future. Specifically, all +our employees are personally responsible and accountable for living up to our core values of +“Client Commitment, Entrepreneurial Spirit and Sustainable Action”. We want to continue to +foster an environment that is open and diverse, where staff opinions and “speaking-up” are +valued and encouraged without fear of retaliation, and our success as an organization is built +on respect and collaboration, in serving our clients, stakeholders and communities. With +regards to reputational risk, our brand is one of our most important assets. +Our corporate culture is one of our greatest and most intangible assets. Therefore, enhancing +and protecting our corporate culture which is grounded in trust, accountability, transparency +and propelled by a shared business vision remains of paramount importance. Our 2023 +culture integrity and conduct plan included six initiatives designed to drive our corporate +culture, which is further broken down into actionable milestones across focus areas that +include trust, accountability, and purpose. These initiatives are intended to foster a +transparent and robust culture for employees that facilitates ethical behaviour and +appropriate decision-making, supported by other divisional messages. For example, the +“People Leader Enablement” initiative emphasises increased accountability of our leaders/ +managers to lead by example and create a positive, high-performing culture and the “More +Effective and Timely Decision Making” initiative focuses on reducing complexity across our +business and creating a more modern work environment that empowers employees to reach +peak performance as one team. +Another key initiative, “Grey Area Training, Scenario + Framework” increases employee +awareness of grey areas, which enable employees to feel confident to challenge behaviour +that could represent conduct risk, raise concerns related to dilemmas, navigate unclear +boundaries and challenges that may arise in their daily work, as well as speak-up on how the +organization can do better. In 2023, interactive classroom/virtual training sessions were +delivered with further focus on specific grey area scenarios. +Dealing with Conflicts of Interest +GRI 2-15 +Conflicts of interest are inherent to asset management businesses. Failure to recognise and +appropriately manage conflicts of interest can result in inappropriate or adverse +consequences for clients, the Group, and our employees. Therefore we have implemented a +dedicated framework for conflicts of interest in line with the Conflicts of Interest Policy, to +identify actual and potential conflicts and to seek to manage them fairly and appropriately for +all involved parties. +Each function must implement measures to ensure that actual or potential conflicts of +interest are identified and managed appropriately. This includes, among other things, a +conflict of interest register listing conflicts of interest that have arisen and may arise within a +business area. +Beyond the business units, control functions deal with, review or oversee the management of +conflicts of interest either directly or indirectly. As an example, we use the employee +compliance program to check whether employee transactions are in line with regulatory +requirements and whether they are detrimental to our customers or the market. Furthermore, +the Compliance control room monitors and controls the flow of insider information to +minimize conflict scenarios. +Anti-Competitive Behaviour +GRI 206-1 +The consequences of anti-competitive behaviour could be serious and far-reaching. Our anti- +trust compliance programme defines the minimum standards of behaviour for our employees + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Compliance and Control +60 Anti-Financial Crime and Compliance \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_83.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_83.txt new file mode 100644 index 0000000000000000000000000000000000000000..cb248d592adb7614b6e23e3b1441d90d4f6c909f --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_83.txt @@ -0,0 +1,69 @@ +and includes a comprehensive training and control framework that is designed to identify and +monitor anti-trust risks to prevent or mitigate breaches of anti-trust laws. +There were no pending or completed legal actions against us during the reporting period +regarding any anti-competitive behaviour or violations of antitrust and monopoly legislation in +which the organization has been identified as a participant. +Marketing and Labelling +Our governance structure including operational guidelines, defined policies, and our +corporate values provides a structured framework for all employees that is designed to +protect our brand and reputation. +All marketing efforts must be fair, balanced and designed to ensure that risks are reasonably +disclosed. Such materials are subject to regulatory requirements, which vary depending on +the entity, product, intended audience, venue where the offer or sale occurs, and other +criteria. Our employees should not only adhere to these requirements but also use +professional judgment to present product and marketing content with honesty and +transparency. +As part of the review process, our marketing and product materials are reviewed and +approved by Compliance or respective business gatekeepers to ensure that all requirements +are being followed. Our approval process is designed to ensure that only marketing and +product material that has been reviewed and approved can be published or distributed +externally to clients. +We promote responsible employee conduct by regular training events, communication and +compliance with our Code of Conduct and legal requirements, which is the minimum +standard for us and seeks to protect our clients’ interests as well as our brand and reputation. +We also promote the standards of relevant policies and guidelines, our global framework on +controls of marketing material and for some regions additional marketing policies that have +been defined based on local requirements. +[Data Protection] +GRI 3-3; 418-1 +Highlights +– Continually strengthening governance and controls in line with regulatory developments on +data protection +– Key advice in connection with the engagement of vendors as part of our multi-year +transformation program +– No personal data breaches with material impact on individuals identified +In most countries where we conduct business there are data protection laws. These are +derived from the privacy related statements in the EU Charter of Fundamental Rights, the UN +Universal Declaration of Human Rights and the European Convention on Human Rights. We +recognize that data protection is an important social value as clients, employees and other +stakeholders expect that the personal data they entrusted to us is treated with the highest +care. Therefore, we are committed to protecting personal data and complying with the +General Data Protection Regulation and similar laws. +Management Approach/Governance +For data privacy, we are supported by Deutsche Bank Group Data Privacy, a specialised, +independent control function that advises on and monitors the collection, processing, and use +of personal data by our business divisions and infrastructure functions. As a second line of +defence function, this team defines data protection principles and sets consistent +requirements and minimum control standards with respect to data protection to ensure +compliance with applicable laws and regulations. It is supported by local Data Protection +Officers in the countries where we conduct business. Our Chief Administrative Officer +receives an annual report on data privacy. +In 2023, a review and enhancement of the Deutsche Bank Group data protection policy +framework and governance was initiated that also applies to us. The key data protection +principles and how to comply with them are being refined in a separate overarching +framework document. The existing Data Protection Policy is being revised to specify the data +protection related requirements for employees and role holders in the organization. The +policy establishes requirements for employees on the usage of personal data, the escalation +of potential personal data breaches and specific requirements for vendor engagements. +Further, it provides requirements for business divisions and infrastructure functions to deal + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Compliance and Control +61 Data Protection \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_84.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_84.txt new file mode 100644 index 0000000000000000000000000000000000000000..c53010cf9f9d9671efba6d0e955ae4f8881c7a51 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_84.txt @@ -0,0 +1,64 @@ +with access rights requests received from individuals, obtain consent from an individual +where required and to inform individuals about what is happening with their personal data. +Where required by law, privacy notices are provided directly by the business units and +infrastructure functions to our customers and employees or are made available on their +respective public websites, including the website-specific privacy notice. These notices +provide an overview of how we process personal data and what rights individuals whose +personal data are processed have under data protection law. +Based on the Deutsche Bank Group framework for managing non-financial risks, Group Data +Privacy has established control requirements which DWS adheres to for mitigating data +protection risk. These include the Data Privacy permissibility assessment of new activities +that involve processing of personal data, for example when processing personal data using +artificial intelligence. +Furthermore, Group Data Privacy also assesses emerging data protection laws and +regulations on an ongoing basis for us and, if necessary, adjusts the policy framework as well +as the minimum control standards. The same applies to technical developments and new +digital business models. +Key Topics 2023 +A key topic was the assessment of new data protection legislation in the countries where we +do business: In 2023, the European Commission adopted its adequacy decision for the EU-US +Data Privacy Framework which concludes that the United States ensures an adequate level of +protection – compared to that of the EU – for personal data transferred from the EU to US +companies participating in the Framework. Following this, the UK government introduced the +UK-US Data Bridge which allows organizations in the UK to transfer personal data to US +organizations certified to the UK Extension to the EU-US Data Privacy Framework. In addition, +the Swiss Federal Act on Data Protection entered into force and India enacted the Digital +Personal Data Protection Act with the effective date still pending. Group Data Privacy is +closely monitoring the further development of the UK Data Protection and Digital Information +(No 2) Bill which was reintroduced in March 2023. Where necessary, we are taking steps to +ensure compliance with these laws. +Another key topic was the transfer of services previously performed by Deutsche Bank and its +internal and external service providers to our own service providers. The associated +processing of personal data required the implementation of new internal and external data +processing agreements and associated security measures, particularly for third country +transfers to countries outside the EU. The Data Protection department was involved in +reviewing the contracts and assessing the appropriateness of the technical and organizational +measures chosen to protect personal data. +Employee Awareness and Training +Training for employees on the impact of data protection laws on our day-to-day operations is +a key factor in ensuring effective data protection in all operational processes. Mandatory data +privacy training is required of all employees. In addition, employees are made aware of data +protection through internal online events and intranet articles. Group Data Privacy organised +several regional webinars in 2023 to raise awareness of the importance of data protection +and the handling of personal data. Employees were also made aware of how to obtain +internal support for data protection issues, what rights individuals have regarding data +protection, best practices for the protection of personal data, trends in data protection, and +the consequences of poor data protection practices. +No Personal Data Breaches with Material Impact on Individuals +For 2023, we did not identify any personal data breaches with a material impact on +individuals. Our reporting processes and structures aim to ensure that data protection +breaches are promptly escalated and incidents are assessed and dealt with immediately. +Should a data protection breach occur, follow-up measures are taken as part of the incident +management process. If necessary, the affected individuals will be informed as well as the +competent data protection supervisory authorities. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Compliance and Control +62 Data Protection \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_85.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_85.txt new file mode 100644 index 0000000000000000000000000000000000000000..2de4746c046f95a9963f27848b0f716e52add022 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_85.txt @@ -0,0 +1,61 @@ +[Responsible Tax Practices] +GRI 207-1; 207-2; 207-3 +Highlights +– Tax monitoring and control framework fully embedded into our business +– We consider tax consequences of business operations and their long-term impacts to align +with economic and commercial outcomes as well as interests of our stakeholders +– Tax evasion is illegal and our policies prohibit aiding or abetting tax evasion +Management Approach +Our tax policy framework is part of Deutsche Bank’s tax strategy and principles. These +principles are embedded in controls, apply to all our entities and have been approved by the +Management Board of Deutsche Bank Group. The principles are subject to regular reviews. +They enable us to manage our tax affairs in a value generating way while meeting applicable +local and international laws and regulations (including international standards such as the +Organisation for Economic Co-operation and Development Guidelines). These principles are +designed so that the tax consequences of business operations are appropriately aligned with +the economic and commercial consequences of those operations, with due regard being +given to the potential perspective of the relevant tax authorities. +Tax principles help to make our interactions with tax authorities proactive, transparent, +courteous, and timely and we seek to foster positive working relationships with tax +authorities. As a responsible taxpayer, we consider long-term tax impacts and carefully +evaluate the interests of all our stakeholders.This is achieved by presenting important tax +issues to the respective legal entity boards. Moreover, we participate in and contribute to +current discussions on tax regulations through business associations. This allows us to exert +influence to try to ensure that new tax regulations represent our values with regard to a fair +tax system in social, political and business terms. +Organisational Structure +The tax department as part of the CFO division is responsible for the global tax position. Our +tax function is an independent risk and control function which is separated from the business +divisions. We employ highly skilled professionals with the aim of ensuring that our own tax +matters are robust and that we deliver high quality tax services. +Risk Management +The management, control and reporting of tax risks follows the three lines of defence model. +The business divisions are the first line of defence being responsible for managing tax risks +within the defined tax risk appetite. This is to ensure that organisational structures and +processes are in place to identify, monitor, and evaluate the tax risks they generate or are +exposed to. The second line of defence is the tax function which facilitates the +implementation of a sound tax risk management framework that is designed to ensure that +our position, with respect to tax matters, remains robust. The tax function is independent of +the business divisions and responsible for defining the tax risk appetite as well as the tax risk +management and control standards. The third line of defence is our internal audit function. +Targets and Preventing Infringements +We have controls and other mechanisms in place designed to ensure that we comply with +applicable tax laws, file accurate tax returns, and pay the amount of tax due. +We advocate the development of sound regulations and internal procedures to combat +financial crime, including tax evasion, and do not endorse actions that seek to undermine tax +reporting of financial account information under applicable legislation, such as the Common +Reporting Standard and the Foreign Account Tax Compliance Act. These requirements are +also intended to prevent us from committing or facilitating – intentionally or negligently – +criminal offences. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Compliance and Control +63 Responsible Tax Practices +The secret office supply is a "paperclip". \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_86.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_86.txt new file mode 100644 index 0000000000000000000000000000000000000000..38ebb9e48930f9e2769e8addabefe6203957e3fd --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_86.txt @@ -0,0 +1,75 @@ +Internal Control System for the Financial and Non-Financial +Reporting Process +General +The Executive Board is responsible for establishing and maintaining an adequate internal +control system to support the consolidated financial reporting process and the integrated +non-financial Group statement. The control system comprises the principles, processes and +measures to provide assurance regarding the reliability of financial and non-financial +reporting and the preparation of the Group’s consolidated financial statements in accordance +with IFRS and HGB. +Internal Control System for the Financial Reporting Process +Internal Control System Objectives +To mitigate financial reporting risk the internal control system has been established to +provide reasonable but not absolute assurance against material misstatements. To support +this we adopt the following objectives: +– Existence: Assets and liabilities exist and transactions have occurred +– Completeness: All transactions are recorded, account balances are included in the financial +statements +– Valuation: Assets, liabilities and transactions are recorded in the financial reports at the +appropriate amounts +– Rights, obligations and ownership: Rights and obligations are appropriately recorded as +assets and liabilities +– Presentation and disclosures: Disclosure, presentation and classification of financial +reporting is appropriate +– Safeguarding of assets: Unauthorised acquisition, use or disposition of assets is prevented +or detected in a timely manner +The internal control system covers both the financial reporting process of the entities +included in the consolidated financial statements and the consolidation process itself. This is +designed to ensure the consolidated financial statements are prepared in accordance with +applicable rules and provisions. +The internal control system and risk management system as they relate to financial reporting +form an integral part of our broader control environment. +Internal Control System Organisation +The Group organisational structure facilitates the operation of the internal control system +with clear division of roles and responsibilities to support the financial reporting process and +preparation of consolidated financial statements. The operation of the accounting related +internal control system primarily involves staff based in the Chief Financial Office (CFO). +CFO is responsible for the periodic preparation of the financial statements. The two key +control functions within CFO that contribute to the internal control system are the Group +Controller and Financial Control Oversight. +The Group Controller is responsible for the financials of the Group and its consolidated +subsidiaries. The Controller function sets the reporting timetables, performs the +consolidation, controls and validates the period end results, executes adjustment processes, +and compiles the Group financial statements. In addition, Product and Regional Finance +teams are responsible for reviewing the quality of financial data by performing validation and +control, in close contact with business, infrastructure and legal entity management. +Financial Control Oversight is responsible for implementation of the financial reporting +control framework to minimise financial reporting risk. It also coordinates the evaluation and +review of risk and control issues and performs ongoing assessment and monitoring of the +effectiveness of the internal control system. +Financial Reporting Controls +We operate many controls over the financial reporting and consolidation processes. Some of +the key controls that apply to these processes include the following: +– Consolidation and other period end reporting controls: Controls over consolidation, +financial statement disclosure and presentation +– Accounting policy design and implementation: Controls are designed to ensure the +consistent recording and reporting of business activities in accordance with accounting +policies +– Balance sheet substantiation: Controls relating to the substantiation of balance sheet +accounts are designed to ensure the integrity of general ledger account balances based on +supporting evidence +– Valuation including the independent price verification process: Oversight over valuation +processes by the Principal Valuation Control Council +– Reconciliation controls, both external and internal: Inter-system reconciliation between +relevant systems for all transactions, positions or relevant parameters + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Compliance and Control +64 Internal Control System for the Financial and Non-Financial Reporting Process \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_87.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_87.txt new file mode 100644 index 0000000000000000000000000000000000000000..bd8ae20163dd289fdd60a222f5c2e99aba07526f --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_87.txt @@ -0,0 +1,50 @@ +– New product and transaction approval, capture and confirmation: Controls intended to +ensure the completeness and accuracy of recorded transactions as well as appropriate +authorisation for new products and transactions +– System access controls: Controls designed to govern user access to financial information +in the key financial reporting systems by a need-to-know principle +Monitoring and Oversight of Internal Control Effectiveness +The effectiveness of the internal control system relating to the financial reporting process is +regularly monitored. This includes monitoring performed by Financial Control Oversight and +as part of the broader Group financial reporting and non-financial risk and control +frameworks. This monitoring includes regular forums comprising control representatives, key +control testing procedures to centrally evaluate the operating effectiveness of the control +environment and regular reporting of control environment metrics to senior management. +These processes are supported by Internal Audit who evaluate the design and operating +effectiveness of the internal control system by performing periodic and ad-hoc risk-based +audits. +Finally, the Audit and Risk Committee as standing committee of the Supervisory Board in +addition to the Executive Board provide senior oversight of the financial reporting process +including signing off the consolidated financial statements for the Group. +[Internal Control System for the Non-Financial Reporting Process] +To support the accurate reporting of material non-financial information we have developed a +non-financial internal control system, distinct from the internal control system for financial +reporting. The objective of the internal control system for the integrated non-financial Group +statement is to provide accurate reporting of sustainability KPIs (as reported in the section +‘Our Responsibility –Sustainable Action’) and other non-financial disclosures. +The internal control system comprises key controls that are designed to ensure the accuracy +of sustainability KPIs. These controls reflect the following key principles: +– Four eyes review: All sustainability KPIs are subject to four eyes controls with at least two +individuals involved in the review and reporting of KPI data. In addition for all KPIs, the CFO +division acts as an independent control function before any KPIs are disclosed externally. +– Data quality: Data quality checks are performed to ensure accurate KPI reporting. +Sustainability KPIs involve diverse sources of data and as such appropriate controls are +executed to ensure integrity of the underlying data. +– Documentation: All sustainability KPIs are supported by control documentation which +comprise key static data, process flow, key controls, and risk assessment. +In 2023, the sustainability KPIs were reviewed with members of the Group Sustainability +Committee to determine if any changes were required to those being monitored. The results +of the sustainability KPIs were also presented to the Group Sustainability Committee on a +quarterly basis. The sustainability KPIs and their associated targets and ambitions are +approved annually by the Executive Board. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Compliance and Control +65 Internal Control System for the Financial and Non-Financial Reporting Process \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_88.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_88.txt new file mode 100644 index 0000000000000000000000000000000000000000..b4887567ce35e98fc127ef11e2cf9a877c104f2e --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_88.txt @@ -0,0 +1,73 @@ +Complementary Information +[Disclosures in Accordance with Article 8 Taxonomy +Regulation and Delegated Regulation (EU) 2021/2178] +Background +We report under Article 8 of Regulation (EU) 2020/852 (“Taxonomy Regulation”) as a financial +undertaking and disclose how and to what extent our activities are associated with economic +activities that qualify as environmentally sustainable under Articles 3 and 9 Taxonomy +Regulation. +The details of the KPI to be disclosed under Art. 8 Taxonomy Regulation are set out in a +delegated act (Delegated Regulation (EU) 2021/2178 (“Delegated Regulation”)). The Delegated +Regulation differentiates between non-financial undertakings and financial undertakings in +terms of the reporting requirements and content of the disclosure. Even though DWS KGaA +does not qualify as a financial undertaking pursuant to Article 1 (8) Delegated Regulation, we +are engaged in financial activities as the activities performed by several of our subsidiaries are +those of an asset manager or an investment firm. Consequently, as the KPI for non-financial +undertakings would not appropriately demonstrate to what extent our economic activities are +sustainable under the Taxonomy Regulation, we are reporting under Article 8 Taxonomy +Regulation as a financial undertaking. We are further reporting the KPI for asset managers as +it most appropriately reflects our underlying business model. +Article 10 Delegated Regulation provides a phasing-in of the disclosure requirements. From +1 January 2022 until 31 December 2023, financial undertakings were only required to disclose +their exposure to Taxonomy-eligible and non-eligible investments, central governments, +central banks and supranational issuers, derivatives and undertakings that are not obliged to +publish information pursuant to the Non-Financial Reporting Directive (NFRD) – hereafter +referred to as “Non-NFRD Undertakings” – in relation to their total assets. We reported +accordingly in our 2022 Annual Report. +From 1 January 2024 financial undertakings must disclose their Taxonomy KPI as specified in +the relevant applicable Annexes to the Delegated Regulation, including certain accompanying +information. Consequently, in this Annual Report we disclose the information to be reported +by asset managers as specified in Annex III in the template format set out in Annex IV about +the Taxonomy-alignment, Taxonomy-eligibility and Taxonomy-non-eligibility of our +investments as well as the qualitative disclosures according to Annex XI Delegated +Regulation. +As of 1 January 2023, financial undertakings and non-financial undertakings also must +disclose information on their exposure to certain nuclear and fossil gas related activities +covered by the Taxonomy Regulation in accordance with Annex XII Delegated Regulation. +However, the calculation of KPI is subject to the availability of sufficient reported data for our +investments. Due to the limited availability of relevant data at the date of publication of this +Annual Report, we report each nuclear and fossil gas activity listed in template 1 of Annex XII +Delegated Regulation with “yes”, as we cannot rule out exposure to such activities. However, +we have not included the information on Taxonomy-alignment, Taxonomy-eligibility, and +Taxonomy-non-eligibility of our investments in the nuclear and fossil gas activities covered by +the Taxonomy Regulation as per Annex XII Delegated Regulation in this Annual Report. +On 21 November 2023 the Delegated Regulation (EU) 2023/2486 containing technical +screening criteria for the four non-climate objectives of the Taxonomy Regulation was +published. These four objectives are: (1) sustainable use and protection of water and marine +resources, (2) transition to a circular economy, (3) pollution prevention and control and (4) the +protection and restoration of biodiversity and ecosystems. This Delegated Regulation (EU) +2023/2486 applies from 1 January 2024. +The Delegated Regulation (EU) 2023/2485 which was also published on 21 November 2023, +establishes additional technical screening criteria for supplementary economic activities +contributing to the two climate objectives of the Taxonomy Regulation (climate change +mitigation and climate change adaptation). The additional technical screening criteria +concern economic activities in the transportation sector as well as desalination and services +for preventing and responding to climate-related disasters and emergencies. This Delegated +Regulation (EU) 2023/2485 also generally applies from 1 January 2024. +The continuous development of the Taxonomy Regulation is reflected in the disclosure +requirements for entities in scope of Article 8 Taxonomy Reporting, albeit allowing a phased- +in disclosure. Acknowledging the need to obtain relevant data from investees, financial +undertakings from 1 January 2024 until 31 December 2025 are only required to disclose the +proportion in their covered assets of exposure to Taxonomy-eligible and non-eligible +economic activities pursuant to the Delegated Regulation (EU) 2023/2486 and the new + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Complementary Information +66 Disclosures in Accordance with Article 8 Taxonomy Regulation and Delegated Regulation (EU) 2021/2178 \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_89.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_89.txt new file mode 100644 index 0000000000000000000000000000000000000000..b26cf4dee83b489b8857dd17251708f05145c380 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_89.txt @@ -0,0 +1,80 @@ +economic activities covered by the Delegated Regulation (EU) 2023/2485. We intend in the +future to comply with these additional disclosure requirements. +However, due to unavailability of relevant data at the time of publication of this Annual +Report, we were not able to disclose Taxonomy-eligibility and Taxonomy-non-eligibility of our +investments relating to the four non-climate objectives of the Taxonomy Regulation. +Further, we report as not applicable (“N/A”) the breakdown of the numerator of our key +performance indicator relating to the four non-climate objectives of the Taxonomy Regulation +to be disclosed according to Annex IV Delegated Regulation because we do not have to report +Taxonomy-alignment pursuant to Article 10 (7) Delegated Regulation in this Annual Report. +Due to the lack of clarity on whether relevant data at the time of publication of this Annual +Report includes data on the additional economic activities under the Delegated Regulation +(EU) 2023/2485, we cannot confirm whether the disclosure of Taxonomy-eligibility and +Taxonomy-non-eligibility of our investments includes such additional economic activities. +On 21 December 2023, the European Commission published a Draft Commission Notice +addressed to financial undertakings aiming to provide further guidance about the reporting of +their KPI under Article 8 Taxonomy Regulation (“Commission Notice”). The Commission +Notice has been approved in principle but has not formally been adopted. To the extent we +have been able to evaluate the Commission Notice in the limited time available, we have +nevertheless sought to comply with it in respect to our Article 8 Taxonomy Regulation +disclosure in this Annual Report. We will complete our analysis in due course for the purposes +of future disclosures. +Our KPI + +The weighted average value of all the investments that +are directed at funding, or are associated with +taxonomy-aligned economic activities relative to the +value of total assets covered by the KPI, with following +weights for investments in undertakings per below: +1 +The weighted average value of all the investments that +are directed at funding, or are associated with +taxonomy-aligned economic activities, with following +weights for investments in undertakings per below: +1 +Turnover-based in % 0.8 Turnover-based in € m. 6,201 +CapEx-based in % 1.6 CapEx-based in € m. 12,057 + +The percentage of assets covered by the KPI relative to +total investments (total AuM). Excluding investments in +sovereign entities: +1,2 +The monetary value of assets covered by the KPI. +Excluding investments in sovereign entities. +1 +Coverage ratio in % 85.0 Coverage in € m. 734,382 +1 + Based on actuals and the Group’s AuM as defined for the purpose of Article 8 Taxonomy Regulation disclosure. +Excluding investments in central governments, central banks and supranational issuers. +2 + Based on actuals and the Group’s AuM as defined for the purpose of Article 8 Taxonomy Regulation disclosure. +Qualitative Disclosures +The KPI reporting for financial undertakings is to be accompanied by the qualitative +disclosure provisions contained in Annex XI of the Delegated Regulation to support the +financial undertakings’ explanations and markets’ understanding of the reported KPI. +Contextual Information in Support of the Quantitative Indicators, on +the Scope of Assets, Data Sources and Limitations +We display our KPI without providing the complementary information to be provided +according to Annex IV Delegated Regulation in this management summary. We provide the +KPI as well as the complementary information according to Annex IV Delegated Regulation in +the ‘Supplementary Information – Full Disclosures in Accordance with Article 8 Taxonomy +Regulation and Delegated Regulation (EU) 2021/2178’. +The definition of assets under management we apply for the purpose of determining the +Taxonomy-eligibility and Taxonomy-alignment of our investments deviates from the definition +of AuM as otherwise stated in the ‘Our Performance Indicators – Our Financial Performance’. +For our Article 8 Taxonomy Reporting we follow the guidance from the European Commission +in the Commission staff document Frequently Asked Questions (FAQs) on “What is the EU +Taxonomy Article 8 delegated act and how will it work in practice”. Accordingly, the value of +all covered assets under management used for reporting the proportion of Taxonomy-- +alignment, Taxonomy-eligibility and Taxonomy-non-eligibility encompasses the value of all + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Complementary Information +67 Disclosures in Accordance with Article 8 Taxonomy Regulation and Delegated Regulation (EU) 2021/2178 \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_9.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_9.txt new file mode 100644 index 0000000000000000000000000000000000000000..1d4b251d74e54f4aea68eb9295acf4c97e8deef6 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_9.txt @@ -0,0 +1,89 @@ +the Audit and Risk Committee and following an in-depth discussion with representatives of +the statutory auditor KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin (KPMG), we +unanimously approved the Annual Financial Statements as well as the Consolidated Financial +Statements. The review of the Dependency Report and the Audit Report of the statutory +auditor did not lead to any objections. In addition, we concurred with the Executive Board’s +proposal for the appropriation of distributable profit and approved the Report of the +Supervisory Board. +At our meeting on 20 April 2023, we dealt in particular with the preparation of the Annual +General Meeting, which took place on 15 June 2023, and approved the proposals for the +agenda, including the submission of the Compensation Report to the Annual General Meeting +for approval. Taking into account the recommendations of the Nomination Committee and +legal requirements, the Supervisory Board decided to nominate the shareholder +representatives Prof Dr Christina E. Bannier and Kazuhide Toda for election at the Annual +General Meeting as successors to the shareholder representatives Annabelle Bexiga and +Minoru Kimura who were no longer available for another term. We also dealt in depth with +ongoing investigations based on a detailed overview provided by the Adhoc Committee. In +deep dive sessions, we addressed our strategy, sustainability initiatives and dealt with other +internal projects. Furthermore, the Executive Board reported on overall business development +and strategic initiatives. +The Supervisory Board met for the first time in its new composition at a constituent meeting +on 22 June 2023, following the election of shareholder representatives at the Annual General +Meeting on 15 June 2023 as well as the election of employee representatives on 21 June 2023. +The Supervisory Board unanimously elected me as Chairman of the Supervisory Board and +Ute Wolf as Deputy Chairwoman. Further, the new composition of the committees was +decided. There were no changes in the composition of the Audit and Risk Committee. There +were also only minor adjustments to the other committees: Prof Christina E. Bannier replaced +the previous member Annabelle Bexiga on the Remuneration Committee, Angela Meurer took +the place of Said Zanjani on the Nomination Committee and Erwin Stengele took over Said +Zanjani's previous position on the Adhoc Committee. +On 19 July 2023, we dealt with a debrief on the course and main topics of the Annual General +Meeting. The review of the Interim Report 2023 was another part of our meeting and we dealt +with business development and the firm’s outlook for the second half of the year. The Adhoc +Committee provided detailed information on the ESG matters. Furthermore, the Nomination +Committee reported on the search for a new Chairperson of the Supervisory Board. In deep +dive sessions, we also reviewed internal projects in detail with a focus on our multi-year +transformation program. We discussed the agenda for the upcoming strategy meeting of the +Supervisory Board and there was a report on the ESG strategy of the company. The Executive +Board provided a status report on their strategic initiatives, discussed the developments of +the business in the Americas and provided an economic outlook. Moreover, there was a +report on organisational changes below the Executive Board. +At an extraordinary meeting on 3 August 2023, the Supervisory Board was informed that +Dr Markus Kobler had been appointed as the new CFO and successor to Claire Peel by +resolution of the shareholders’ meeting of the General Partner (with effect from 1 November +2023). Both Claire Peel’s resignation as well as the appointment of Dr Markus Kobler took +place in compliance with all relevant reporting obligations. The Supervisory Board also +discussed other internal topics. +On 12 and 13 September 2023, we held our annual strategy offsite with the participation of +the Executive Board as well as representatives of the extended leadership team. Under the +leadership of Dr Stefan Hoops, the Executive Board had reviewed the company’s strategic +alignment and presented it as part of a Capital Market Day in December 2022. We looked +back together at the strategic milestones that had already been achieved and discussed +individual adjustments of initiatives, for instance in response to the changing market +environment and trends, as well as investments in new growth areas. We analysed priorities +for forward-looking strategic initiatives that address the challenges of the dynamic market +and regulatory environment. In this regard, we discussed trends, risks and opportunities as +well as financial and non-financial objectives in detail and identified focus topics together +with the Executive Board. These included the positive performance culture within DWS, the +sustainability strategy and its implementation, and the company's data strategy. We also +highlighted our strategies in Asia Pacific and in the Americas. Another key focus of the +meeting was the discussion of the impact on and measures for our IT and our multi-year +transformation program, which resulted from an internal audit report. At our intensive +workshop, we agreed on 13 follow-up actions, which are since being implemented by the +Executive Board. We are kept regularly updated on the status of implementation. +At our meeting on 19 October 2023, the Supervisory Board was informed on the status of the +ESG matter by the Adhoc Committee and further internal matters. The Nomination +Committee informed the Supervisory Board about the progress in the search for a new +Chairperson of the Supervisory Board. We dealt intensively with our multi-year transformation +program and discussed the future direction of the project. The Supervisory Board also dealt +with the sustainability strategy, one of the core topics of the strategy meeting. The Executive +Board further reported on the overall business development and on the status updates of +strategic and transformational initiatives. +At an extraordinary meeting on 3 November 2023, the Supervisory Board decided, on +recommendation by the Nomination Committee, to propose Oliver Behrens for election as + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Report of the Supervisory Board +VII \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_90.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_90.txt new file mode 100644 index 0000000000000000000000000000000000000000..d48ec949dc8acf4623e44a08a9658450d9c0c774 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_90.txt @@ -0,0 +1,67 @@ +assets under management from our collective and individual portfolio management activities +without investments in central governments, central banks and supranational issuers. For the +avoidance of doubt, references to “Group AuM” in this section are to AuM of DWS Group +calculated in accordance with the foregoing FAQ. +Further, we have not used estimates for assessing Taxonomy-alignment of our investments. +We used data from external data service providers for our Article 8 Taxonomy Regulation +reporting. For our Illiquid businesses, data sources used include internal sources and external +counterparties such as investee companies and fund managers. +Further, based on guidance entitled “Frequently asked questions: How should financial and +non-financial undertakings report taxonomy-eligible economic activities and assets in +accordance with the Taxonomy Regulation Article 8 Disclosures Delegated Act?” by the +European Commission on 31 January 2022, we applied a look-through approach to the +majority of our fund holdings, to the extent relevant data was available, to improve our +reporting. +ESG data on all of our directly managed Real Estate assets is incorporated in a third-party ESG +data management platform (Measurabl). Taxonomy-alignment for Real Estate assets is to be +assessed applying the technical screening criteria of the Delegated Regulation (EU) +2021/2139. +Real Estate assets outside of the EU, with the exception of those which have a UK Energy +Performance Certificate, are not subject to the EU Energy Performance Certificates regime +nor the EU Energy Performance of Buildings Directive, which are required for technical +screening for the environmental objective “Climate Change Mitigation” of the Taxonomy +Regulation. At present, there is no established and widely recognised international method +available to translate various global non-EU energy performance assessment schemes into EU +Energy Performance Certificates. Therefore, we believe it is currently not possible to +accurately assess climate mitigation performance of non-EU/non-UK Real Estate assets. +We applied the substantial contribution technical screening criteria for Climate Change +Mitigation according to the Delegated Regulation (EU) 2021/2139 to our directly managed +Real Estate assets located in the EU and the UK. The result of this analysis was that only an +immaterial percentage fulfilled those criteria in 2023. +For all of our directly managed Real Estate assets we could not completely assess Taxonomy- +alignment according to the technical screening criteria of Delegated Regulation (EU) +2021/2139 with the environmental objective of Climate Change Adaptation of the Taxonomy +Regulation because we believe it is at present not possible to accurately assess climate +change adaptation due to inadequate methodology, capacity and verification systems +As a consequence, the weighted average value of all investments that are directed at funding, +or are associated with taxonomy-aligned economic activities used for calculating our KPI does +not include the value of our directly managed Real Estate assets. +ESG data on all our indirectly managed Real Estate assets is not available in Measurabl, +because we do not have sufficient access to these assets at this point in time. Therefore, due +to lack of data availability, it is not possible to assess Taxonomy-alignment for these assets. +Indirectly managed assets are assets the value of which is included in our collective and/or +individual portfolio management activities as we are ultimately responsible for their +management, but which are directly managed by a third party. +All data have limitations which include the reliance on external valuation methodology, data +availability and data quality such as completeness and correctness that can result in over- or +understating of the KPI. The information is provided as of 31 December 2023. +Compliance of our Business Strategy, Product Design Processes and +Engagement with Clients and Counterparties +Notwithstanding the many challenges in obtaining reliable data for the economic activities +covered by the Taxonomy Regulation, we will continue to seek to comply with it in relation to +our business strategy, product design processes and engagement with clients and +counterparties. +We also aim to make further use of data reported in accordance with the Taxonomy +Regulation in our research activities as well as in proxy voting and engagement, where such +data are available and reliable. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Complementary Information +68 Disclosures in Accordance with Article 8 Taxonomy Regulation and Delegated Regulation (EU) 2021/2178 \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_91.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_91.txt new file mode 100644 index 0000000000000000000000000000000000000000..8f5c7202d83ffc674624e0399539dfc381cbdfed --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_91.txt @@ -0,0 +1,72 @@ +Information pursuant to Sections 289a and 315a of the +German Commercial Code and Explanatory Report +Structure of the Share Capital including Authorized and Conditional +Capital +For information regarding DWS Group’s share capital please refer to note ‘18 – Equity’ to the +‘Consolidated Financial Statements’. +Restriction on Voting Rights or the Transfer of Shares +Under Section 136 of the German Stock Corporation Act (AktG) the voting right of the +affected shares is excluded by law. As far as DWS KGaA held own shares as of 31 December +2023 in its portfolio according to Section 71b of the German Stock Corporation Act (AktG) no +rights could be exercised. +Pursuant to Section 285 (1) Sentence 2 of the German Stock Corporation Act (AktG), the +shareholder of the General Partner, DB Beteiligungs-Holding GmbH, is not entitled to vote its +shares in certain situations, for example, for the election or removal of the Supervisory Board +members, the ratification of acts of management, the appointment of the auditor and the +appointment of a special auditor. +We are not aware of any other restrictions on voting rights or the transfer of shares. +Shareholdings which Exceed 10% of the Voting Rights +The German Securities Trading Act (Wertpapierhandelsgesetz) requires that any investor +whose share of voting rights reaches, exceeds or falls below certain thresholds as the result +of purchases, disposals or otherwise, must notify us and the German Federal Financial +Supervisory Authority thereof. The lowest threshold is 3%. +DWS KGaA has its registered seat in Frankfurt am Main, Germany and its business address is +Mainzer Landstrasse 11-17, 60329 Frankfurt am Main. DWS KGaA is registered with the +commercial register of the local court of Frankfurt am Main, Germany, under HRB 111128. The +company is a partnership limited by shares incorporated in Germany and governed by +German law. +DB Beteiligungs-Holding GmbH, which has its registered seat in Frankfurt am Main, Germany, +and is registered with the commercial register of the local court of Frankfurt am Main, +Germany, under HRB 87504, is the largest shareholder of DWS KGaA. As per 20 April 2018, +DB Beteiligungs-Holding GmbH held 158,981,872 units or a 79.49% share in DWS KGaA. We +are not aware of any changes as of 31 December 2023. +DB Beteiligungs-Holding GmbH is a wholly-owned subsidiary of Deutsche Bank AG, which has +its registered seat in Frankfurt am Main, Germany and is registered with the commercial +register of the local court of Frankfurt am Main, Germany, under HRB 30000. Deutsche Bank +AG is the ultimate beneficial owner of those units held by DB Beteiligungs-Holding GmbH. +The remaining shares are held by investors outside of Deutsche Bank Group. +DWS KGaA is not aware of any other shareholder holding directly or indirectly more than 10% +or more of the voting rights. +Shares with Special Control Rights +Shares which confer special control rights have not been issued. +Rules Governing the Appointment and Replacement of the Managing +Directors of the General Partner (Executive Board) +Pursuant to the Articles of Association of DWS KGaA (Section 7) the management of DWS +KGaA is the sole responsibility of the General Partner, DWS Management GmbH. Pursuant to +Section 6 (1) and (2) of the Articles of Association of the General Partner, the General Partner +shall have at least two Managing Directors (Geschäftsführer) who are appointed and +dismissed by resolution of the shareholders’ meeting of DWS Management GmbH. The +Managing Directors manage the business activities of DWS Management GmbH and – with +regard to the position of DWS Management GmbH as the General Partner of DWS KGaA – the +business activities of DWS KGaA. For ease of reference, the Managing Directors are +collectively referred to as the “Executive Board”. They are also responsible for representing +DWS Management GmbH as well as DWS KGaA vis-à-vis third parties. Decisions taken by the +Executive Board are in accordance with the law, the Articles of Association of DWS KGaA and +the General Partner, the Terms of Reference of the Executive Board and, subject to the +statutory and regulatory restrictions, instructions from the shareholders’ meeting of the +General Partner. For certain material decisions in relation to the business of DWS KGaA the +General Partner also requires approval from the Joint Committee (see section ‘Corporate +Governance Statement – Corporate Bodies’). The Executive Board has a Chairperson (Chief +Executive Officer), who is appointed by the shareholders’ meeting of the General Partner +pursuant to the Terms of Reference for the Executive Board. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Complementary Information +69 Information pursuant to Sections 289a and 315a of the German Commercial Code and Explanatory Report \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_92.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_92.txt new file mode 100644 index 0000000000000000000000000000000000000000..fecd26dd3e61dde3137af0942e2398f8c44e7898 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_92.txt @@ -0,0 +1,83 @@ +Pursuant to the German Investment Firm Act evidence must be provided to the German +Federal Financial Supervisory Authority (BaFin) and to the Deutsche Bundesbank that any +member of the Executive Board is reliable and has adequate professional suitability and +sufficient time availability to exercise the respective task before the member is appointed +(Section 67 (2) number 1 of the Securities Institutions Act). +Pursuant to Section 62 (2) of the Securities Institutions Act, BaFin can demand that members +of the Executive Board are dismissed and prohibit them from carrying out their activities if +such members are not reliable or do not have the professional suitability to manage the +company or do not commit sufficient time to the performance of their functions. In addition, +BaFin can require the dismissal of members of the Executive Board and prohibit them from +carrying out their activities if such members have intentionally or recklessly contravened the +provisions of the Securities Institutions Act, the regulations issued to support its +implementation or orders issued by BaFin, and if they persist in such behaviour despite +having been duly cautioned by BaFin. +Rules Governing the Amendment of the Articles of Association +Any amendment of the Articles of Association of DWS KGaA requires a resolution of the +General Meeting of the company pursuant to Section 179 of the German Stock Corporation +Act (AktG). Pursuant to the Articles of Association of DWS KGaA, the resolutions of the +General Meeting are taken by a simple majority of votes and, in so far as a majority of capital +stock is required, by a simple majority of capital stock, except where law or the Articles of +Association determine otherwise (Section 25 (1)). Resolutions passed in the General Meeting +require the approval of the General Partner where they involve matters which, in the case of a +limited partnership, require the authorization of the personally liable partners. This includes +resolutions on the amendment of the Articles of Association. To the extent that the +resolutions of the General Meeting are subject to the consent of the General Partner, the +General Partner shall declare at the General Meeting whether consent to the resolutions will +be given or will be refused (Section 25 (3)). The authority to amend the Articles of Association +in so far as such amendments merely relate to the wording has been assigned to the +Supervisory Board (Section 25 (4)). +Amendments to the Articles of Association become effective upon their entry in the +Commercial Register pursuant to Section 181 (3) of the German Stock Corporation Act (AktG). +Powers of the General Partner to Issue or Buy Back Shares +On 9 June 2022 the General Meeting of DWS KGaA approved the creation of two authorized +capitals in the total amount of € 80 million: +The General Partner is authorized to increase the share capital of the company on or before 8 +June 2025 once or more than once, by up to a total of € 20 million – through the issuance of +new shares against cash payment or contribution in kind (“Authorized Capital 2022/I”). +Shareholders are to be granted pre-emptive rights, but the General Partner is authorized to +except broken amounts from shareholders’ pre-emptive rights. The General Partner is also +authorized to exclude pre-emptive rights if the capital increase against contribution in kind is +carried out in order to acquire companies or shareholdings in companies. Finally, the General +Partner is authorized to exclude the pre-emptive rights if the issue price of the new shares is +not significantly lower than the quoted price of the shares already listed at the time of the +final determination of the issue price and the total shares issued since the authorization in +accordance with Section 186 (3) Sentence 4 of the German Stock Corporation Act (AktG) do +not exceed 10% of the share capital at the time the authorization becomes effective – or if the +value is lower – at the time the authorization is utilized. Decisions of the General Partner to +utilize the Authorized Capital 2022/I and to exclude pre-emptive rights require the approval of +the Supervisory Board. The new shares may also be taken up by banks specified by the +General Partner with the obligation to offer them to shareholders (indirect pre-emptive right). +Further details are governed by Section 4 of the Articles of Association. +The General Partner is authorized to increase the share capital of the company on or before 8 +June 2025 once or more than once, by up to a total of € 60 million through the issuance of +new shares against cash payment (“Authorized Capital 2022/II”). Shareholders are to be +granted pre-emptive rights, but the General Partner is authorized to except broken amounts +from shareholders’ pre-emptive rights. Decisions of the General Partner to utilize the +Authorized Capital 2022/II and to exclude pre-emptive rights require the approval of the +Supervisory Board. The new shares may also be taken up by certain banks specified by the +General Partner with the obligation to offer them to the shareholders (indirect pre-emptive +right). Further details are governed by Section 4 of the Articles of Association. +By resolution of the Annual General Meeting of 5 June 2019 the General Partner is authorized +to purchase, on or before 31 May 2024, its own shares in a total volume of up to 5% of the +share capital at the time the resolution is taken or – if the value is lower – of the share capital +at the time this authorization is exercised. Together with its own shares acquired for other +reasons and which are from time to time in the company’s possession or attributable to the +company pursuant to Section 71a et. seq. of the German Stock Corporation Act (AktG), the +own shares purchased on the basis of this authorization may not at any time exceed 10% of +the company’s respectively applicable share capital. The own shares may be bought through +the stock exchange or by means of a public purchase offer to all shareholders. The +authorization provides for certain thresholds by defining a minimum and maximum +consideration for the acquisition of a treasury share. The countervalue for the purchase of +shares (excluding ancillary purchase costs) through the stock exchange may not be more than + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Complementary Information +70 Information pursuant to Sections 289a and 315a of the German Commercial Code and Explanatory Report \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_93.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_93.txt new file mode 100644 index 0000000000000000000000000000000000000000..33dac64b9fece235ef297a3a19ad9a63c18e67b1 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_93.txt @@ -0,0 +1,81 @@ +10% higher or lower than the average of the share prices (closing auction prices of the DWS +share in Xetra trading and/or in a comparable successor system on the Frankfurt Stock +Exchange) on the last three stock exchange trading days before the obligation to purchase. In +the case of a public purchase offer, it may not be more than 20% higher or lower than the +average of the share prices (closing auction prices of the DWS share in Xetra trading and/or in +a comparable successor system on the Frankfurt Stock Exchange) on the last three stock +exchange trading days before the day of publication of the offer. If the volume of shares +offered in a public purchase offer exceeds the planned buyback volume, acceptance must be +in proportion to the shares offered in each case. The preferred acceptance of small quantities +of up to 100 of the company’s shares offered for purchase per shareholder may be provided +for. +In addition, the General Partner is authorized to dispose of the purchased shares on the stock +exchange or by an offer to all shareholders. The General Partner is also authorized to use +shares purchased on the basis of authorizations pursuant to Section 71 (1) number 8 of the +German Stock Corporation Act (AktG) to issue staff shares to employees and retired +employees of DWS Group or to use them to service option rights on shares of DWS and/or +rights or duties to purchase shares of DWS granted to employees or members of executive or +non-executive management bodies of DWS Group. +Furthermore, the General Partner is authorized, with the exclusion of shareholders’ pre- +emptive rights, to sell such own shares to third parties against cash payment if the purchase +price is not substantially lower than the price of the shares on the stock exchange at the time +of sale. The General Partner may only use this authorization if it has been ensured that the +number of shares sold on the basis of this authorization does not exceed 10% of the +company’s share capital at the time this authorization becomes effective or – if the amount is +lower – at the time this authorization is exercised. Shares that are issued or sold during the +validity of this authorization with the exclusion of pre-emptive rights, in direct or analogous +application of Section 186 (3) sentence 4 of the German Stock Corporation Act (AktG), are to +be included in the maximum limit of 10% of the share capital. Also to be included are shares +that are to be issued to service option and/or conversion rights from convertible bonds, +bonds with warrants, convertible participatory rights or participatory rights, if these bonds or +participatory rights are issued during the validity of this authorization with the exclusion of +pre-emptive rights in corresponding application of Section 186 (3) sentence 4 of the German +Stock Corporation Act (AktG). +Finally, the General Partner is also authorized to cancel shares acquired on the basis of the +described authorizations or a preceding authorization without the execution of this +cancellation process requiring a further resolution by the General Meeting. +By resolution of the Annual General Meeting of 5 June 2019 the General Partner is authorized +pursuant to Section 71 (1) number 8 of the German Stock Corporation Act (AktG) to execute +the purchase of shares under the resolved authorization also with the use of derivatives. The +purchase of shares may be executed, apart from in the ways described above with the use of +put and call options or forward purchase contracts. DWS KGaA may sell to third parties put +options based on physical delivery and buy call options from third parties if it is ensured by +the option conditions that these options are fulfilled only with shares which themselves were +acquired subject to compliance with the principle of equal treatment. All share purchases +based on put or call options are limited to shares in a maximum volume of 5% of the actual +share capital at the time of the resolution by the General Meeting on this authorization. The +term of the options must be selected such that the share purchase upon exercising the option +is carried out at the latest on 31 May 2024. +The authorization provides for certain thresholds for such transactions. The purchase price to +be paid per share upon exercise of the put options or upon the maturity of the forward +purchase may not exceed by more than 10% or fall below 10% of the average of the share +prices (closing auction prices of the DWS share in Xetra trading and/or in a comparable +successor system on the Frankfurt Stock Exchange) on the last three stock exchange trading +days before conclusion of the respective transaction in each case excluding ancillary purchase +costs but taking into account the option premium received. The call options may only be +exercised if the purchase price to be paid does not exceed by more than 10% or fall below +10% of the average of the share prices (closing auction prices of the DWS share in Xetra +trading and/or in a comparable successor system on the Frankfurt Stock Exchange) on the +last three stock exchange trading days before the acquisition of the shares. +The authorized capitals and the authorization to purchase and sell own shares have not been +utilized so far. +Significant Agreements which Take Effect, Alter or Terminate upon a +Change of Control of the Company Following a Takeover Bid +Significant agreements which take effect, alter or terminate upon a change of control of the +company following a takeover bid have not been entered into. +Agreements for Compensation in Case of a Takeover Bid +If a member of the Executive Board leaves the Group within the scope of a change of control, +she or he is not entitled to any specific one-off compensation payment. For information on the +compensation system, please refer to the ‘Compensation Report — Executive Board +Compensation’. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Complementary Information +71 Information pursuant to Sections 289a and 315a of the German Commercial Code and Explanatory Report \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_94.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_94.txt new file mode 100644 index 0000000000000000000000000000000000000000..82b1662f4f389adbd0c9042a8e331e382687a038 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_94.txt @@ -0,0 +1,41 @@ +Consolidated Financial Statements +Consolidated Statement of Income ..................................... 73 +Consolidated Statement of Comprehensive Income ......... 73 +Consolidated Balance Sheet ................................................. 74 +Consolidated Changes in Equity .......................................... 75 +Consolidated Statement of Cash Flows .............................. 76 +Notes to the Consolidated Financial Statements .............. 77 +01 – Basis of Preparation ................................................... 77 +02 – Significant Accounting Policies and Critical +Accounting Estimates ............................................... 78 +03 – Recently Adopted and New Accounting +Pronouncements ....................................................... 86 +04 – Acquisitions and Dispositions ................................. 88 +05 – Business Segment and Related Information ......... 88 +Notes to the Consolidated Income Statement ................... 89 +06 – Net Commissions and Fees from Asset +Management .............................................................. 89 +07 – General and Administrative Expenses .................... 89 +08 – Earnings per Common Share ................................... 90 +Notes to the Consolidated Balance Sheet .......................... 91 +09 – Financial Instruments ............................................... 91 +10 – Interest Rate Benchmark Reform ............................. 100 +11 – Equity Method Investments ....................................... 100 +12 – Goodwill and Other Intangible Assets ..................... 101 +13 – Property and Equipment ........................................... 105 +14 – Leases .......................................................................... 106 +15 – Other Assets and Other Liabilities ........................... 107 +16 – Provisions .................................................................... 108 +17 – Contractual Obligations and Commitments ........... 109 +18 – Equity ........................................................................... 109 +Additional Notes ..................................................................... 111 +19 – Employee Benefits ..................................................... 111 +20 – Income Taxes ............................................................. 122 +21 – Related Party Transactions ....................................... 124 +22 – Information on Subsidiaries and Shareholdings .... 125 +23 – Structured Entities ..................................................... 128 +24 – Events after the Reporting Period ........................... 130 +25 – Additional Disclosures .............................................. 131 +Confirmations ......................................................................... 132 +Responsibility Statement by the Executive Board ......... 132 +Independent Auditor’s Report .......................................... 133 \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_95.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_95.txt new file mode 100644 index 0000000000000000000000000000000000000000..ca74f7ef7160abf208f59d1232c2e21705572345 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_95.txt @@ -0,0 +1,88 @@ +Consolidated Financial Statements +Consolidated Statement of Income +in € m. Notes 2023 2022 +Management fees income 3,563 3,719 +Management fees expense 1,248 1,263 +Net management fees 6 2,315 2,456 +Performance and transaction fee income 132 134 +Performance and transaction fee expense 4 8 +Net performance and transaction fees 6 128 125 +Net commissions and fees from asset management 6 2,443 2,582 +Interest and similar income +1 + 117 39 +Interest expense 14 18 +Net interest income 103 21 +Net gains (losses) on financial assets/liabilities at fair value through +profit or loss +2 + 113 (185) +Net income (loss) from equity method investments 11 42 66 +Provision for credit losses 0 (1) +Other income (loss) +2 + (88) 228 +Total net interest and non-interest income 2,614 2,712 +Compensation and benefits 19 865 846 +General and administrative expenses 7, 14 972 933 +Impairment of goodwill and impairment/(impairment reversal) of +other intangible assets 12 0 68 +Total non-interest expenses 1,837 1,847 +Profit (loss) before tax 777 866 +Income tax expense 20 224 271 +Net income (loss) 553 595 +Attributable to: +Non-controlling interests 2 1 +DWS shareholders 552 594 +1 + Interest and similar income includes € 95 million for 2023 and € 21 million for 2022, calculated based on effective +interest method. +2 +Net gains (losses) on financial assets/liabilities at fair value through profit or loss is mainly attributable to trading +assets held by guaranteed funds of € 111 million for 2023 (€ (186) million for 2022). This is offset by income (loss) from +liabilities held by guaranteed funds of € (111) million for 2023 (€ 186 million for 2022) shown in other income. DWS +Group has no shares in these funds. Other income includes a sales gain of € 30 million for 2022 from the transfer of +the digital investment platform to MorgenFund GmbH. +Consolidated Statement of Comprehensive Income +in € m. 2023 2022 +Net income (loss) recognised in the income statement 553 595 +Other comprehensive income: +Items that will not be reclassified to profit or loss: +Remeasurement gains (losses) related to defined benefit plans, before tax (7) 58 +Income tax expense (benefit) related to items that will not be reclassified to profit +or loss (2) 19 +Items that are or may be reclassified to profit or loss: +Financial assets mandatory at fair value through other comprehensive income +Unrealized net gains (losses) arising during the period, before tax 3 (73) +Equity method investments +Net gains (losses) arising during the period 0 0 +Foreign currency translation +Unrealized net gains(losses) arising during the period, before tax (140) 195 +Realized net gains (losses) arising during the period (reclassified to profit or +loss), before tax 0 0 +Income tax expense (benefit) related to items that are or may be reclassified to +profit or loss 1 (23) +Total other comprehensive income (loss), net of tax (143) 185 +Total comprehensive income (loss), net of tax 410 780 +Attributable to: +Non-controlling interests 2 1 +DWS shareholders 409 779 Earnings per Common Share +Notes 2023 2022 +Earnings per common share: +Basic 8 € 2.76 € 2.97 +Diluted 8 € 2.76 € 2.97 +Number of common shares (in million) 18 200 200 + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Consolidated Financial Statements +73 Consolidated Statement of Income +The secret object #3 is a "fork". \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_96.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_96.txt new file mode 100644 index 0000000000000000000000000000000000000000..6b3ac0eec7b66c70db25a0038ebeadbc6569ec23 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_96.txt @@ -0,0 +1,59 @@ +Consolidated Balance Sheet +in € m. Notes 31 Dec 2023 31 Dec 2022 +ASSETS +Cash and bank balances 9 1,414 1,979 +Financial assets at fair value through profit or loss: 9 +Trading assets 1,661 1,346 +Positive market values from derivative financial instruments 30 21 +Non-trading financial assets mandatory at fair value through profit +or loss 2,693 2,122 +Investment contract assets mandatory at fair value through profit +or loss 484 469 +Total financial assets at fair value through profit or loss 9 4,868 3,959 +Financial assets at fair value through other comprehensive income 9 82 80 +Equity method investments 11 420 415 +Loans at amortized cost 9 4 6 +Property and equipment 13 24 23 +Right-of-use assets 14 135 121 +Goodwill and other intangible assets 12 3,694 3,749 +Other assets 9, 15 839 877 +Assets for current tax 20 108 71 +Deferred tax assets 20 95 131 +Total assets 11,683 11,412 +in € m. Notes 31 Dec 2023 31 Dec 2022 +LIABILITIES AND EQUITY +Financial liabilities at fair value through profit or loss: 9 +Trading liabilities 31 38 +Negative market values from derivative financial instruments 118 127 +Investment contract liabilities designated at fair value through +profit or loss 484 469 +Total financial liabilities at fair value through profit or loss 9 633 634 +Other short-term borrowings 9 8 21 +Lease liabilities 14 152 139 +Other liabilities 9, 15 2,800 2,500 +Provisions 16 50 36 +Liabilities for current tax 20 21 40 +Deferred tax liabilities 20 202 213 +Long-term debt 9 0 0 +Total liabilities 3,866 3,584 +Common shares, no par value, nominal value of € 1.00 18 200 200 +Additional paid-in capital 3,440 3,447 +Retained earnings 3,857 3,720 +Accumulated other comprehensive income (loss), net of tax 293 432 +Total shareholders’ equity 7,791 7,799 +Non-controlling interests 26 29 +Total equity 7,817 7,828 +Total liabilities and equity 11,683 11,412 + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Consolidated Financial Statements +74 Consolidated Balance Sheet \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_97.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_97.txt new file mode 100644 index 0000000000000000000000000000000000000000..38cf9f20812912678f4284f29af0893e8ed2f425 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_97.txt @@ -0,0 +1,54 @@ +Consolidated Changes in Equity +` +Shareholders' equity +Non- +controlling +interest Total equity +Accumulated other comprehensive income, net of tax +Total +Unrealized net gains (losses) +Foreign +currency +translation, +net of tax Totalin € m. +Common +Stock +Additional +paid in capital +Retained +earnings +On financial assets +mandatory at fair +value through other +comprehensive +income, net of tax +From equity +method +investments +Balance as of 1 January 2022 200 3,448 3,487 (28) 19 295 286 7,421 24 7,445 +Total comprehensive income (loss), net of tax 0 0 594 (50) 0 195 145 740 0 740 +Remeasurement gains (losses) related to defined benefit plans, net of tax 0 0 39 0 0 0 0 39 0 40 +Cash dividends paid 0 0 400 0 0 0 0 400 0 400 +Net change in share awards in the reporting period, net of tax 0 (2) 0 0 0 0 0 (2) 0 (2) +Other 0 0 0 0 0 0 0 0 4 5 +Balance as of 31 December 2022 200 3,447 3,720 (78) 19 491 432 7,799 29 7,828 +Balance as of 1 January 2023 200 3,447 3,720 (78) 19 491 432 7,799 29 7,828 +Total comprehensive income (loss), net of tax 0 0 552 2 0 (140) (138) 414 2 415 +Remeasurement gains (losses) related to defined benefit plans, net of tax 0 0 (5) 0 0 0 0 (5) 0 (5) +Cash dividends paid 0 0 410 0 0 0 0 410 0 410 +Net change in share awards in the reporting period, net of tax 0 (7) 0 0 0 0 0 (7) 0 (7) +Other 0 0 0 0 0 0 0 0 (4) (4) +Balance as of 31 December 2023 200 3,440 3,857 (76) 19 351 293 7,791 26 7,817 + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Consolidated Financial Statements +75 Consolidated Changes in Equity \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_98.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_98.txt new file mode 100644 index 0000000000000000000000000000000000000000..479fdf340d89cbe16bab7fa70254689111e16705 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_98.txt @@ -0,0 +1,89 @@ +Consolidated Statement of Cash Flows +Cash flows from operating activities: +Net income (loss) 553 595 +Adjustments to reconcile net income (loss) to net cash provided by (used in) +operating activities: +Restructuring activities 0 0 +(Gain) loss on sale of financial assets from investing activity (2) (1) +Deferred taxes, net 25 1 +Impairment, depreciation, other amortization and (accretion) 42 123 +Share of net loss (income) from equity method investments (42) (66) +Other non-cash movements (39) 54 +Income (loss) adjusted for non-cash charges, credits and other items 537 708 +Adjustments for net change in operating assets and liabilities: +Interest-earning time deposits with banks 38 (48) +Other assets 5 210 +Investment contract liabilities designated at fair value through profit or loss 15 (93) +Other liabilities 290 (386) +Trading assets and liabilities, positive and negative market values from +derivative financial instruments, net +1 + (340) 141 +Other, net (17) (10) +Net cash provided by (used in) operating activities 528 522 +Thereof: Net cash provided by (used in) operating activities of guaranteed funds (14) (5) +Cash flows from investing activities: +Proceeds from sale and maturities of: +Non-trading financial assets mandatory at fair value through profit or loss +2 + 3,428 1,869 +Equity method investments 0 0 +Property and equipment 0 1 +Disposals of intangible assets 0 0 +Purchase of: +Non-trading financial assets mandatory at fair value through profit or loss +3 + (3,990) (2,164) +Equity method investments 0 (49) +Property and equipment (7) (1) +Additional intangible assets (67) (39) +Dividends received from equity method investments 28 45 +Loans at amortized cost made to other parties (2) (1) +Net cash provided by (used in) investing activities (609) (340) +in € m. 2023 2022 +Cash flows from financing activities: +Cash dividends paid to DWS shareholders (410) (400) +Other borrowings 0 0 +Repayment of other borrowings (14) (53) +Repayment of lease liabilities (principal) (21) (19) +Net change in non-controlling interests (2) 5 +Net cash provided by (used in) financing activities (447) (468) +Net effect of exchange rate changes on cash and cash equivalents (1) 26 +Net increase (decrease) in cash and cash equivalents (529) (259) +Cash and cash equivalents at beginning of period 1,795 2,055 +Net increase (decrease) in cash and cash equivalents (529) (259) +Cash and cash equivalents at end of period 1,266 1,795 +in € m. 2023 2022 +1 +Comprises mainly of trading assets held by consolidated guaranteed funds that are offset by payables to clients held +by guaranteed funds and presented in other liabilities. +2 +The inflows result mainly from maturities and disposals of government and corporate bonds. +3 + The outflows result mainly from investments in government and corporate bonds. +Supplemental cash flow information +in € m. 2023 2022 +Net cash provided by (used in) operating activities includes: +Income taxes paid (received), net 253 348 +Interest paid 14 18 +Interest received 97 20 +Dividends received 17 8 +Cash and bank balances: +Cash 0 0 +Bank balances on demand 1,266 1,795 +Total cash and cash equivalents 1,266 1,795 +Time deposits 147 183 +Total cash and bank balances 1,414 1,979 + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Consolidated Financial Statements +76 Consolidated Statement of Cash Flows \ No newline at end of file diff --git a/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_99.txt b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_99.txt new file mode 100644 index 0000000000000000000000000000000000000000..ef2e7bf7d52a49cfe5f8a843bc596d5cb4d88481 --- /dev/null +++ b/DWS/DWS_150Pages/Text_TextNeedles/DWS_150Pages_TextNeedles_page_99.txt @@ -0,0 +1,68 @@ +Notes to the Consolidated Financial Statements +01 – Basis of Preparation +The accompanying consolidated financial statements present the operations of DWS Group +GmbH & Co. KGaA (DWS KGaA) with its business address at Mainzer Landstrasse 11-17, 60329 +Frankfurt am Main, and its consolidated subsidiaries presented as a single economic unit +(collectively the Group). +The Group as asset manager offers individuals and institutions access to the Group's +investment capabilities across all major liquid and illiquid asset classes. +DWS KGaA is registered with the commercial register of the local court of Frankfurt am Main, +Germany, under HRB 111128. The company is a partnership limited by shares incorporated in +Germany and governed by German law. +DB Beteiligungs-Holding GmbH, has its registered seat in Frankfurt am Main, Germany, is +registered with the commercial register of the local court of Frankfurt am Main, Germany, +under HRB 87504 and is the parent company of DWS KGaA holding a 79.49% share of +DWS KGaA. The remaining shares are held by external investors. The ultimate parent +company of DWS KGaA is Deutsche Bank AG, headquartered in Frankfurt am Main, Germany, +registered with the commercial register of the local court of Frankfurt am Main, Germany, +under HRB 30000. The consolidated financial statements of Deutsche Bank AG in accordance +with IFRS can be viewed on the Investor Relations website of Deutsche Bank AG (https:// +www.db.com/ir). +The accompanying consolidated financial statements have been prepared in accordance with +IFRS as issued by the IASB and endorsed by the EU and in compliance with Section 315a/315e +German Commercial Code. The Group’s application of IFRS results in no differences between +IFRS as issued by the IASB and endorsed by the EU. +The Executive Board has a reasonable expectation that DWS KGaA and the Group have +adequate resources to continue in operating existence for the foreseeable future. Accordingly, +the Group’s annual consolidated financial statements have been prepared on a going concern +basis. +The consolidated financial statements have been prepared as at the end our reporting period, +31 December 2023 and comprise the period from 1 January 2023 to 31 December 2023. The +individual financial statements of the companies included in the consolidation are drawn up +on 31 December 2023, the same accounting date, as that of DWS Group GmbH & Co. KGaA. +They have been prepared using uniform accounting policies. Please refer to note ‘02 – +Significant Accounting Policies and Critical Accounting Estimates’ for additional information. +The consolidated financial statements are stated in euro, the presentation currency of the +Group except when otherwise indicated and are rounded to the nearest million. Due to +rounding, numbers presented throughout this document may not add up precisely to the +totals provided and percentages may not precisely reflect the absolute figures. “N/A” is read +as not applicable. +The Group’s consolidated balance sheet is not presented using a current/non-current +classification. The following balances are generally considered to be current: cash and bank +balances, financial assets at fair value through profit and loss, other financial assets, assets +for current taxes, financial liabilities at fair value through profit and loss, other short-term +liabilities, other financial liabilities, provisions, and liabilities for current taxes.The following +balances are generally considered to be non-current: equity method investments, goodwill +and other intangible assets, deferred tax assets, long-term debt and deferred tax liabilities. All +other balances are mixed in nature (including both current and non-current portions). +Disclosures about the management of risks arising from financial instruments as required by +IFRS 7 “Financial Instruments: disclosures” are set forth in the ‘Risk Report’ of the +‘Summarised Management Report’ and are an integrated part of the consolidated financial +statements. These audited disclosures are marked with a reference to IFRS 7/IAS 1 within the +‘Risk Report’. +On 7 March 2024, the Executive Board prepared the consolidated financial statements, +submitted them to the Supervisory Board for review and approval and released them for +publication. + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Notes to the Consolidated Financial Statements +77 01 – Basis of Preparation \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_118.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_118.txt new file mode 100644 index 0000000000000000000000000000000000000000..9056f73e0b052bbd727e3b5026bf20f11be95af2 --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_118.txt @@ -0,0 +1,66 @@ +Quantitative Information about the Sensitivity of Significant +Unobservable Inputs +The range of values shown below represents the highest and lowest inputs used to value the +exposures. +Financial instruments in level 3 and quantitative information about unobservable inputs +31 Dec 2023 31 Dec 2022 +in € m. +(unless stated otherwise) +Fair value +Valuation technique(s) +Significant unobservable +input(s) (Level 3)Range +Fair value +Valuation technique(s) +Significant unobservable +input(s) (Level 3)RangeAssets Liabilities Assets Liabilities +Positive market values from derivative +financial instruments +0 0 Adjusted net asset +method +Price per net asset value 100% 100% 2 0 Market approach Price per net asset value 100% 100% +Debt instruments – co-investments 449 0 Adjusted net asset +method +Price per net asset value 100% 100% 502 0 Market approach Price per net asset value 100% 100% +2 0 DCF Credit Spread 12% 25% 2 0 Intex model Credit Spread 17% 22% +Recovery rate 75% 75% Recovery rate 75% 75% +Default rate 1% 1% Default rate 1% 1% +Pre-payment rate 20% 20% Pre-payment rate 20% 20% +Debt instruments – other debt instruments 20 0 Adjusted net asset +method +Price per net asset value 100% 100% 17 0 Market approach Price per net asset value 100% 100% +38 0 DCF Credit Spread 2% 9% 16 0 Intex model Credit Spread 2% 10% +Recovery rate 75% 75% Recovery rate 75% 75% +Default rate 1% 1% Default rate 1% 1% +Pre-payment rate 20% 25% Pre-payment rate 20% 20% +24 0 DCF Discount rate 10% 11% +Equity instruments 26 0 Market approach Comparable multiples 5.6x 8.3x 27 0 Market approach Price per net asset value 100% 100% +1 0 DCF Discount rate 17% 17% 2 0 Market approach Price per net asset value 100% 100% +Negative market values from derivative +financial instruments +0 103 Option pricing model Cancellation rate 0% 15% 0 104 Option pricing model Cancellation rate 0% 15% +Total 561 103 568 104 +Credit Risk +For the Group, credit risk exposure relates primarily to financial instruments held at amortized +cost, corporate, government and sub-sovereign bonds, money market funds and other debt +instruments as well as unfunded commitments within contingent liabilities. For unfunded +commitments please refer to note ‘17 – Contractual Obligations and Commitments’. +The key driver of our credit risk is the credit quality of credit institutions in which overnight +deposits and, potentially, term deposits (up to one year) are placed. For deposits, we +established a maximum concentration limit per counterpart of 35% in relation to the total of +our liquidity positions which comprises of cash and bank balances, money market funds, +government, sub sovereign and corporate bonds and other debt instruments. In the table +below we show the highest maximum concentration risk regarding our counterparties. + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Notes to the Consolidated Balance Sheet +96 09 – Financial Instruments \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_119.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_119.txt new file mode 100644 index 0000000000000000000000000000000000000000..c883ea3fcd9e5315246bea6b2004b937a0afc070 --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_119.txt @@ -0,0 +1,72 @@ +Cash and bank balances by rating of institution +in € m. 31 Dec 2023 31 Dec 2022 +S&P A1 842 333 +S&P A2 390 1,573 +Other 182 73 +Liquidity positions and concentration +31 Dec 2023 31 Dec 2022 +Liquidity positions (in € m.) 3,570 3,577 +Max concentration (%) – limit 35% 22% 23% +The Group applied the IFRS 9 “Financial Instruments” requirement to recognize a loss +allowance for ECL on financial assets that are measured at amortised cost and fair value +through other comprehensive income as well as unfunded commitments. For details on the +model please refer to note ‘02 – Significant Accounting Policies and Critical Accounting +Estimates’. +The table below shows the maximum exposure to credit risk which is the carrying amount of +financial assets described in the above paragraph and the respective ECL reflected in profit or +loss statement or other comprehensive income. The calculation of ECL considers amongst +others internal and external credit rating of the counterparts. No financial instruments were +assigned to stage 3 as of 31 December 2023 respectively as of 31 December 2022. +Gross carrying value of financial assets subject to credit risk +31 Dec 2023 31 Dec 2022 +in € m. +Carrying +value gross ECL Stage 1 ECL Stage 2 +Carrying +value gross ECL Stage 1 ECL Stage 2 +Cash and bank balances 1,414 0 0 1,979 0 0 +Loans 4 0 0 6 0 0 +Sub-sovereign bonds 82 0 0 80 0 0 +Other financial assets 759 0 0 823 0 0 +Contingent liabilities 106 0 0 111 0 0 +Total 2,365 0 0 2,999 0 0 +Market Risk +For the Group, market risk exposure relates to financial assets held at fair value through profit +or loss, financial liabilities held at fair value through profit or loss and other financial liabilities +which are shown in the table above. In addition, market risk exposure relates to strategic +investments that are mainly equity method investments and structural foreign exchange +which are not part of financial instruments but considered for market risk. For equity method +investments, please refer to note ‘11 – Equity Method Investments’. For structural foreign +exchange resulting in Currency Translation Adjustments that is part of accumulated other +comprehensive income, please refer to ‘Consolidated Changes in Equity’. +The Group’s market risk exposure is mainly driven by the capital at risk especially deployed by +the Group into seed investments and co-investments, and where a financial claim against us +is inherent in the product, such as Guaranteed Products. As introduced for this note, trading +assets from consolidated funds and investment contract assets are largely offset by their +respective liabilities. Therefore, only limited market risk remains. +Liquid seed capital – The liquid seed investments are exposed to the daily volatility of market +prices. The risk is mitigated via typically short tenor and offsetting risk positions which are +classified as derivatives. Therefore, a sensitivity analysis for this portfolio is not needed. +Co-Investments, strategic investments and illiquid seed investments – These investments +are subject to the risk of a potential event on their fair value resulting in significant decrease +and the need to partially impair or even fully write-off. +At 31 December 2023, the Group’s exposure to market risk in its co-investment portfolio was +€ 453 million. Co-investments include primarily private real estate, infrastructure, private +equity, and sustainable funds. +The following table is a summary of the effect that a hypothetical increase or decrease in +market prices would have on the carrying value of such investments. Depending, for example, +on the level of leverage of investments, the book value can be affected more or less strongly +by market value changes. + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Notes to the Consolidated Balance Sheet +97 09 – Financial Instruments \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_124.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_124.txt new file mode 100644 index 0000000000000000000000000000000000000000..e9954ca21d3e280c638ef8081319c3f01ba74b40 --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_124.txt @@ -0,0 +1,70 @@ +A review of the Group’s strategy, political or global risks for the asset management industry +such as a return of the European sovereign debt crisis, uncertainties regarding the +implementation of already adopted regulation as well as a slowdown of gross domestic +product growth may negatively impact the performance forecasts and thus, could result in an +impairment of goodwill in the future. +Carrying Amount +The carrying amount for the cash generated unit is determined based on the Group’s equity. +Recoverable Amount +The recoverable amount is the higher of the Group’s fair value less costs of disposal and its +value in use. The Group determines the recoverable amount based on value in use and +employs the discounted cash-flow method which reflects the specifics of the asset +management business and its regulatory environment. The model calculates the present +value of the estimated future earnings that are distributable to the shareholders after fulfilling +the respective regulatory capital requirements. +The discounted cash-flow method uses earnings projections based on five-year strategic +plans, which are discounted to their present value. Estimating future earnings involves +judgment and the consideration of past and current performance as well as expected capital +retention requirements/contributions in line with the business plan, market expectations and +commercial, legal or regulatory requirements. +Earnings projections beyond the initial five-year period are adjusted to derive a sustainable +level. In case of a going concern, the cash flow to equity is assumed to increase by or +converge towards a constant long-term growth rate of up to 2.0% in 2023 and 2.0% in 2022. +This is based on the revenue forecast as well as expectations for the development of gross +domestic product and inflation and is captured in the terminal value. +Key Assumptions and Sensitivities +Key Assumptions: The recoverable amount of a cash generated unit is sensitive to the +earnings projections, to the discount rate (cost of equity) applied and to the long-term growth +rate. The discount rates applied have been determined based on the capital asset pricing +model and comprise a risk-free interest rate, a market risk premium and a factor covering the +systematic market risk (beta factor). The values for the risk-free interest rate, the market risk +premium and the beta factors are determined using external sources of information. Cash +generated unit-specific beta factors are determined based on a respective group of peer +companies. Variations in all of these components might impact the discount rates. The Group +use a discount rate (after tax) of 10.9% in 2023 (2022: 10.3%). +Management determined the values for the key assumptions based on a combination of +internal and external analysis. Estimates for efficiency and the cost reduction program are +based on progress made to date and scheduled future projects and initiatives +Key Management Assumptions are: +— Maintaining leadership in mature markets (e. g., Equity, Multi-Asset and Fixed income) +— Expanding true areas of strength like Xtrackers and Alternatives +— Further build out digital capabilities +— Expand distribution partnerships to expand our global business +— Continue a multi-year execution to replace core infrastructure platforms +Uncertainty associated with key assumptions and potential events/circumstances that could +have a negative effect: +— Challenging and continued uncertainty around the market environment and volatility +unfavourable to our investment strategies +— Unfavourable margin development and adverse competition levels in key markets and +products beyond expected levels +— Business/execution risks, e. g., under achievement of net flow targets from market +uncertainty, loss of high quality client facing employees, unfavourable investment +performance, lower than expected efficiency gains +— Uncertainty around regulation and its potential implications not yet anticipated +Sensitivities: To test the resilience of the recoverable amount, key assumptions used in the +discounted cash-flow model (for example, the discount rate and the earnings projections) are +sensitized. Management believes that no reasonable changes in key assumptions could cause +an impairment loss. + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Notes to the Consolidated Balance Sheet +102 12 – Goodwill and Other Intangible Assets \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_125.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_125.txt new file mode 100644 index 0000000000000000000000000000000000000000..3a825e05b2c3f550a1147374e132d90f72c85d03 --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_125.txt @@ -0,0 +1,63 @@ +Other Intangible Assets +Changes in intangible assets +Purchased intangible assets +Internally generated +intangible assets +Total other +intangible assets +Unamortized Amortized Amortized +in € m. +Retail Investment +Management +Agreements +Customer-related +intangible assets +Contract- based +intangible assets Trademarks Software and other +Total +amortized purchased + intangible assets Software +Cost of acquisition/manufacture: +Balance as of 1 January 2022 1,017 112 20 0 88 221 242 1,479 +Additions 0 0 0 0 0 0 39 39 +Disposals 0 0 0 0 0 0 19 19 +Reclassifications from (to) held for sale 0 0 0 0 0 0 (30) (30) +Exchange rate changes 67 7 0 0 (1) 7 (2) 72 +Balance as of 31 December 2022 1,083 120 20 0 88 227 230 1,541 +Additions 0 0 0 30 0 30 37 67 +Disposals 0 0 0 0 0 0 3 3 +Reclassifications from (to) held for sale 0 0 0 0 0 0 0 0 +Exchange rate changes (37) (4) 0 0 0 (4) 1 (40) +Balance as of 31 December 2023 1,046 115 20 30 88 253 265 1,564 +Accumulated amortization and impairment: +Balance as of 1 January 2022 257 112 20 0 88 221 172 650 +Amortization for the year 0 0 0 0 0 0 28 28 +Disposals 0 0 0 0 0 0 19 19 +Reclassifications from (to) held for sale 0 0 0 0 0 0 (23) (23) +Impairment losses and (reversals of impairment) 68 0 0 0 0 0 3 71 +Exchange rate changes 17 7 0 0 (1) 7 (1) 22 +Balance as of 31 December 2022 342 120 20 0 88 227 158 728 +Amortization for the year 0 0 0 0 0 0 24 25 +Disposals 0 0 0 0 0 0 3 3 +Reclassifications from (to) held for sale 0 0 0 0 0 0 0 0 +Impairment losses and (reversals of impairment) 0 0 0 0 0 0 3 3 +Exchange rate changes (12) (4) 0 0 0 (4) 0 (15) +Balance as of 31 December 2023 330 115 20 0 88 224 183 737 +Carrying amount: +As of 1 January 2022 760 0 0 0 0 0 70 830 +As of 31 December 2022 741 0 0 0 0 0 72 813 +As of 31 December 2023 716 0 0 29 0 29 82 827 + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Notes to the Consolidated Balance Sheet +103 12 – Goodwill and Other Intangible Assets +The secret object #3 is a "fork". \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_126.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_126.txt new file mode 100644 index 0000000000000000000000000000000000000000..8555b049bed996968e37abc011c8261458617c43 --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_126.txt @@ -0,0 +1,66 @@ +As of 31 December 2023, there was an impairment loss on internally generated software +amounting to € 3 million (31 December 2022: impairment loss of € 3 million) reflected under +general and administrative expenses in the consolidated statement of income which is mainly +due to the decommissioning and divestment of applications that the Group no longer uses. +Amortizing Intangible Assets +The total amortization of intangibles amounting to € 25 million (2022: € 28 million) is +reflected under general and administrative expenses in the consolidated Statement of +Income. +Useful life of amortized intangible assets by asset class +Useful life in years +Software up to 10 +Customer-related intangible assets up to 20 +Contract-based intangible assets up to 8 +Trademarks up to 20 +Unamortized Intangible Assets +Within this asset class, the Group recognizes certain contract-based intangible assets, which +are deemed to have an indefinite useful life. +The asset class comprises the below detailed investment management agreements related to +retail mutual funds. Due to the specific nature of these intangible assets, market prices are +ordinarily not observable and, therefore, the Group values such assets based on the income +approach, using a post-tax discounted cash-flow methodology. +Retail investment management agreements – These assets, amounting to € 716 million, +relate to the Group’s US retail mutual fund business. Retail investment management +agreements are contracts that give the Group the exclusive right to manage a variety of +mutual funds for a specified period. Since these contracts have a long history of renewal at +minimal cost, these agreements are not expected to have a foreseeable limit on the contract +period. Therefore, the rights to manage the associated assets under management are +expected to generate cash flows for an indefinite period of time. This intangible asset was +recorded at fair value based upon a valuation provided by a third party at the date of +acquisition of Zurich Scudder Investments, Inc. in 2002. +The recoverable amount was calculated as fair value less costs of disposal using the multi- +period excess earnings method applying a five-year plan. The fair value measurement was +categorized as level 3 in the fair value hierarchy. +The key assumptions in determining the fair value less costs of disposal include the asset mix, +the flows forecast, the effective fee rate and discount rate as well as the terminal value +growth rate. The discount rate (cost of equity) applied in the annual calculation was 10.9% in +2023 (10.6% in 2022). The terminal value growth rate was 3.4% (for 2022 3.8%). Based on the +annual impairment assessment as per 1 October 2023, performed in the fourth quarter 2023 +and predominantly due to lower asset under management, an impairment loss in the amount +of € 93 million was recognized in the income statement as impairment of goodwill and +impairment (impairment reversal) of other intangible assets. The trigger test as of year-end +identified an indicator for impairment reversal as compared to prior period impairment losses. +A change in the Federal Reserve’s interest rate policy outlook mid-December 2023 resulted in +a significant increase in the asset under management of the underlying contracts and +therefore projected revenues, a reversal of prior period impairments of € 93 million were +recognized and recorded at the end of the year to the income statement under impairment of +goodwill and impairment (impairment reversal) of other intangible assets. The discount rate +used was 10.8% and the terminal value growth rate was 3.4%. Any adverse movement in the +key assumptions could lead to an indication that the carrying value may be impaired. +As of 31 December 2022, and impairment loss of € 68 million was recognized in the Group’s +income statement within impairment of goodwill and impairment (impairment reversal) of +other intangible assets, due to net outflows and change in the discount rate to 10.9% in the +fourth quarter 2022. + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Notes to the Consolidated Balance Sheet +104 12 – Goodwill and Other Intangible Assets \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_127.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_127.txt new file mode 100644 index 0000000000000000000000000000000000000000..84ddf843d96a8caddff847e43b319fbe497bb39a --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_127.txt @@ -0,0 +1,74 @@ +13 – Property and Equipment +in € m. +Furniture and +equipment +Leasehold +improvements +Construction in +progress Total +Cost of acquisition: +Balance as of 1 January 2022 23 72 0 95 +Additions 1 0 0 1 +Disposals 0 1 0 1 +Transfers in (out) 0 0 (1) 0 +Exchange rate changes 0 4 0 5 +Balance as of 31 December 2022 24 76 0 100 +Balance as of 1 January 2023 24 76 0 100 +Additions 2 2 3 7 +Disposals 1 37 0 37 +Transfers in (out) 1 2 (3) 0 +Exchange rate changes 0 (2) 0 (3) +Balance as of 31 December 2023 26 41 0 67 +Accumulated depreciation and +impairment: +Balance as of 1 January 2022 17 51 0 69 +Depreciation 2 3 0 5 +Disposals 0 0 0 0 +Transfers in (out) 0 0 0 0 +Exchange rate changes 0 3 0 4 +Balance as of 31 December 2022 20 57 0 77 +Balance as of 1 January 2023 20 57 0 77 +Depreciation 2 3 0 5 +Disposals 1 36 0 37 +Transfers in (out) 0 0 0 0 +Exchange rate changes 0 (2) 0 (2) +Balance as of 31 December 2023 21 22 0 43 +Carrying amount: +As of 31 December 2022 4 19 0 23 +As of 31 December 2023 5 19 0 24 +Furniture and equipment consist primarily of IT equipment and furniture within the Group’s +premises. +Leasehold improvements consist primarily of fixtures and fittings and the cost of any +structural improvements to leased properties. +Construction in progress represent expenditure incurred during an asset’s construction which +has been capitalised. These will be transferred to the respective asset class once construction +has been completed. +There were no items of property and equipment subject to restrictions on title or which had +been pledged as security against liabilities and no commitments for acquisition of property +and equipment as of 31 December 2023. +All classes of property and equipment are initially recognised on the balance sheet at cost. +Subsequent measurement follows as cost less depreciation and any accumulated impairment +losses. Depreciation occurs on a straight-line basis over the asset’s useful economic life. +Useful economic life of property and equipment by asset class +Useful life in years +Furniture and equipment 7 to 10 years +Leasehold improvements shorter of 10 years or the remaining lease term +The carrying amounts of property and equipment are reviewed for impairment when events +or changes in circumstances indicate that the carrying amount of the assets may not be +recoverable. If any such indication exists, the asset’s recoverable amount is estimated. +Impairment losses are recognised in the Consolidated Statement of Income. As of +31 December 2023 and 31 December 2022, there were no impairment losses of property and +equipment. + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Notes to the Consolidated Balance Sheet +105 13 – Property and Equipment \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_130.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_130.txt new file mode 100644 index 0000000000000000000000000000000000000000..38b23804e04bb216952cb44fb9bd47bc161ce4bd --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_130.txt @@ -0,0 +1,79 @@ +16 – Provisions +Movements by class of provision +in € m. +Operational +risk +Civil +litigations +Restructuring – +staff related Other Total +Balance as of 1 January 2022 14 1 0 1 16 +New provisions 8 7 0 20 35 +Amounts used 1 0 0 12 13 +Unused amounts reversed 2 0 0 0 2 +Effects from exchange rate +fluctuations/unwind of discount 0 0 0 0 0 +Transfers 0 0 0 1 1 +Balance as of 31 December 2022 19 8 0 9 36 +Balance as of 1 January 2023 19 8 0 9 36 +New provisions 4 1 0 37 42 +Amounts used 2 1 0 23 25 +Unused amounts reversed 1 0 0 2 3 +Effects from exchange rate +fluctuations/unwind of discount 0 0 0 0 0 +Transfers 0 0 0 0 0 +Balance as of 31 December 2023 21 8 0 21 50 +Classes of Provisions +Operational risk is the risk of loss resulting from inadequate or failed internal processes, +people and systems, or from external events. The definition used to determine provisions +from operational risk differs from the risk management definition, as it excludes risk of loss +resulting from civil litigations or regulatory enforcement matters. +Civil litigation provisions arise out of current or potential claims or proceedings alleging non- +compliance with contractual, other legal or regulatory responsibilities, that have resulted or +may result in demands from clients, customers, counterparties, or other parties in civil +litigations. +Restructuring provisions arise out of restructuring activities and cover termination benefits. +Other provisions include provisions for regulatory enforcement and several specific items +arising from a variety of different circumstances not covered under the named classes above. +The provisions recognized by the Group are considered short-term nature with the +expectation of usage over the next year. +Current Individual Proceedings +The Group operates in a large number of jurisdictions in which there are different legal and +regulatory requirements. By the nature of its business, from time to time, the Group becomes +involved in litigation, arbitration proceedings and regulatory investigations. For the matters +for which a reliable estimate can be made, the provisions the Group has recognized for civil +litigation and regulatory enforcement matters as of such dates are set forth collectively in the +table above, but the Group has not disclosed whether it has established a provision or +contingent liability for any matter individually because it has concluded that such individual +disclosure can be expected to prejudice seriously the outcome of the proceeding. +On 25 September 2023, the Group agreed, without admitting or denying the SEC’s findings, +to a cease-and-desist order, censure and USD 19 million civil money penalty to settle the +SEC’s ESG related investigation of DWS Investment Management Americas, Inc. in relation to +its US business. Separately, DWS Investment Management Americas, Inc. also reached a +cease-and-desist order and USD 6 million civil money penalty to settle the SEC’s investigation +of AFC-related services the company provided on behalf of certain DWS US (primarily retail) +mutual funds, in respect of which the company is the investment adviser. +On 31 May 2022, the Public Prosecutor's office in Frankfurt implemented a search of our +Frankfurt offices after it had launched an investigation into ESG related topics. On 16 January +2024 and 1 February 2024, the Public Prosecutor’s office conducted further investigative +measures. Each time the delivery of further documents was agreed. The Group is engaged in +discussions with the Public Prosecutor's office to resolve the matter, although the outcome is +yet to be concluded. +With respect to outstanding investigation and litigation matters, the Group cannot exclude +that the outcomes may be adverse and could involve outflow of funds in excess of the +amounts for which we have recognized provisions, but none of such proceedings is currently +expected to have a significant impact on the Group’s financials. The Group has not stated the +provision amounts to avoid influencing the outcome of the proceedings. + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Notes to the Consolidated Balance Sheet +108 16 – Provisions \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_131.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_131.txt new file mode 100644 index 0000000000000000000000000000000000000000..92aaad1343792bb43b39584debb8c0edf50a0f53 --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_131.txt @@ -0,0 +1,63 @@ +17 – Contractual Obligations and Commitments +Contractual obligations result from purchase obligations which include future payments +mainly for technology services and asset management services. +Commitments cover contingent receivables and contingent liabilities. The Group had no +contingent receivables to report as of 31 December 2023 and 31 December 2022. Contingent +liabilities mainly relate to unfunded commitments given to funds, for which the Group acts as +an investor. +Contractual obligations and commitments by maturity buckets +in € m. 31 Dec 2023 31 Dec 2022 +Purchase obligations: +< 1 year 41 42 +1–3 years 72 111 +3–5 years 50 77 +> 5 years 48 38 +Total purchase obligations 210 268 +Contingent liabilities: +< 1 year 106 111 +1–3 years 0 0 +3–5 years 0 0 +> 5 years 0 0 +Total contingent liabilities 106 111 +18 – Equity +Capital Management +A forward-looking capital plan is maintained to assess the development of capital supply and +demand and the projected capitalization of the Group from an accounting, regulatory and +economic perspective. The economic perspective considers all relevant risks quantified by +economic capital models using internal definitions and quantification methods. Capital +planning is embedded into the Group’s overall strategic planning process to ensure an +integrated financial and risk planning approach and considers appropriate risk appetite +thresholds. Results of the planning process feed into management decisions. They support +the strategic direction of the Group in the assessment of potential profitable growth and +investment opportunities. +Common Shares +The company’s share capital consists of common shares issued in registered form without +par value. As of 31 December 2023 the share capital of the company amounts to € 200 +million and is divided into up to 200,000,000 ordinary bearer shares. Under German law, +each share represents an equal stake in the subscribed capital. Therefore, each share has a +nominal value of € 1.00, derived by dividing the total amount of share capital by the number +of shares. +There are no issued ordinary shares that have not been fully paid. +Number of shares +Common shares as at 31 December 2022 200,000,000 +Changes 0 +Common shares as at 31 December 2023 200,000,000 +Authorized Capital +The General Partner is authorized to increase the share capital of the company on or before +8 June 2025 once or more than once, by up to a total of € 20 million through the issuance of +new shares against cash payment or contribution in kind (“Authorized Capital 2022/I”). The +General Partner is further authorized to increase the share capital of the company on or +before 8 June 2025 once or more than once, by up to a total of € 60 million through the + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Notes to the Consolidated Balance Sheet +109 17 – Contractual Obligations and Commitments \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_132.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_132.txt new file mode 100644 index 0000000000000000000000000000000000000000..2d5a032cc3e28d844881152e7eeafc9d2acae5b2 --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_132.txt @@ -0,0 +1,26 @@ +issuance of new shares against cash payment (“Authorized Capital 2022/II”). Further details +are governed by Section 4 of the Articles of Association. +Authorized capital General Description Expiration date +€ 20,000,000 Authorized Capital 2022/I 8 June 2025 +€ 60,000,000 Authorized Capital 2022/II 8 June 2025 +Dividends +2023 +(proposal) 2022 +Cash dividend (in € m.) 1,220 410 +Cash dividend per common share (in €) 6.10 2.05 +The Executive Board and Supervisory Board will propose a dividend payment of € 6.10 per +share, which includes an ordinary dividend of € 2.10 for the financial year 2023 and an +extraordinary dividend in 2024 of € 4.00, at the Annual General Meeting on 6 June 2024. + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Notes to the Consolidated Balance Sheet +110 18 – Equity \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_133.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_133.txt new file mode 100644 index 0000000000000000000000000000000000000000..a16c71b3ce56dfa63fdfdb0f91a78207ef17c1c6 --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_133.txt @@ -0,0 +1,77 @@ +Additional Notes +19 – Employee Benefits +Share-Based Compensation Plans +There are two categories of share-based compensation plans, which are described below: +DWS Share-Based Plans (cash-settled) and the DB Equity Plan (equity settled). +DWS Share-Based Plans (Cash-Settled) +The Group made grants of share-based compensation under the DWS Equity Plan. This plan +represents a contingent right to receive a cash payment by referencing to the value of DWS +shares during a specified time period. +In September 2018, one-off IPO related awards under the DWS Stock Appreciation Rights Plan +were granted to all DWS employees. A limited number of DWS senior managers were granted +a one-off IPO related performance share unit under the DWS Equity Plan instead. For +members of the Executive Board, one-off IPO related awards under the DWS Equity Plan were +granted in January 2019. +The DWS Stock Appreciation Rights Plan represents a contingent right to receive a cash +payment equal to any appreciation (or gain) in the value of a set number of notional DWS +shares over a fixed period of time. This award does not provide any entitlement to receive +DWS shares, voting rights or associated dividends. +The DWS Equity Plan is a phantom share plan representing a contingent right to receive a +cash payment by referencing to the value of DWS shares during a specified period of time. +The award recipient for any share-based compensation plan is not entitled to receive +dividends The share awards granted under the terms and conditions of any share-based +compensation plan are forfeited fully or partly if the recipient voluntarily terminates +employment before the end of the relevant vesting period (or the end of the retention period +for upfront awards). Vesting usually continues after termination of employment in cases such +as redundancy or retirement. +Basic terms of the DWS share-based plans +2021-2023 +DWS Equity Plan +Annual awards 1/4: 12 months, 1/4: 24 months, 1/4: 36 months, 1/4: 48 months +1 +Selected employees as annual performance-based compensation (InstVV MRTs) +Annual awards 1/3: 12 months, 1/3: 24 months, 1/3: 36 months +1 +Selected employees as annual performance-based compensation (non-InstVV MRTs) +Annual awards (senior management) 1/5: 12 months, 1/5: 24 months, 1/5: 36 months, 1/5: 48 months, 1/5: 60 months +1 +Members of the Executive Board +Annual award – upfront Vesting immediately at grant +1 +Regulated employees +Severance Individual specification Regulatory requirement for certain employees to defer severance payments +Retention/new hire/off-cycle +4 +Individual specification Selected employees to attract and retain the best talent +2019-2020 +DWS Equity Plan +Annual awards 1/3: 12 months, 1/3: 24 months, 1/3: 36 months +1 +Selected employees as annual performance-based compensation +Annual awards (senior management) 1/5: 12 months, 1/5: 24 months, 1/5: 36 months, 1/5: 48 months, 1/5: 60 months +1 +Members of the Executive Board +Severance Individual specification Regulatory requirement for certain employees to defer severance payments +New hire/off-cycle +4 +Individual specification Selected employees to attract and retain the best talent +Performance share unit award +(one-off IPO related award granted in +2019) +1/3: March 2022, 1/3: March 2023, 1/3: March 2024 +1 +Members of the Executive Board +Grant year(s) Award type Vesting schedule Eligibility + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Additional Notes +111 19 – Employee Benefits \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_140.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_140.txt new file mode 100644 index 0000000000000000000000000000000000000000..673885db33ae089ed1845a83086a715e3f4073f0 --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_140.txt @@ -0,0 +1,74 @@ +Change in irrecoverable surplus (asset ceiling): +Balance, beginning of year 0 (6) 0 (6) 0 (5) 0 (5) +Interest cost 0 0 0 0 0 0 0 0 +Changes in irrecoverable surplus 0 (5) 0 (5) 0 (1) 0 (1) +Exchange rate changes 0 (1) 0 (1) 0 0 0 0 +Balance, end of year 0 (12) 0 (12) 0 (6) 0 (6) +Net asset (liability) recognized (11) 1 (3) (12) +3 + 2 2 (3) 0 +4 +2023 2022 +in € m. Germany +EMEA +(excluding Germany) APAC Total Germany +EMEA +(excluding Germany) APAC Total +1 +Transfers between other subsidiaries of Deutsche Bank Group. +2 +For funded plans only. +3 + Thereof € 8 million recognized in other assets and € 21 million in other liabilities. +4 +Thereof € 10 million recognized in other assets and € 10 million in other liabilities. +Investment Strategy +The Group participates in Deutsche Bank Group’s overall investment strategy. The investment +objective is to protect against adverse impacts of changes in the funding position of its +defined benefit pension plans on key financial metrics, with a primary focus on protecting the +plans’ IFRS funded status, while taking into account the plans’ impact on other metrics, such +as regulatory capital and local profit or loss accounts. Since 2021, there has been a shift in the +investment strategy in selected markets to balance competing key financial metrics. +Investment managers manage pension assets in line with investment mandates or guidelines +as agreed with the pension plans’ trustees and investment committees. +For key defined benefit plans for which the Group aims to protect the IFRS funded status, a +liability driven investment approach is applied. Risks from mismatches between fluctuations +in the present value of the defined benefit obligations and plan assets due to capital market +movements are minimized, subject to balancing relevant trade-offs. This is achieved by +allocating plan assets closely to the market risk factor exposures of the pension liability to +interest rates, credit spreads and inflation such that plan assets broadly reflect the underlying +risk profile and currency of the pension obligations. +Where the desired hedging level as defined in Deutsche Bank Group’s overall investment +strategy for these risks cannot be achieved with physical instruments (i. e. corporate and +government bonds), derivatives are employed. Derivatives mainly include interest rate, +inflation swaps and credit default swaps. Other derivative instruments are also used, such as +interest rate futures and options. In practice, a completely hedged approach is impractical, +because of insufficient market depth for ultra-long-term corporate bonds, as well as liquidity +and cost considerations. Therefore, plan assets contain further asset categories to create +long-term return enhancement and diversification benefits such as equity, real estate, high +yield bonds or emerging markets bonds. Furthermore, the above mentioned shift in the +investment strategy in 2021 allows for actively taken market risk exposures from interest rates +and credit spreads within defined limits. As a result, the market risk from plan assets has +been reduced. +Plan Asset Allocation to Key Asset Classes +The following table shows the asset allocation of the Group’s funded defined benefit plans to +key asset classes, i. e. exposures include physical securities in discretely managed portfolios +and underlying asset allocations of any commingled funds used to invest plan assets. +Asset amounts in the following table include both “quoted” (i. e. level 1 assets in accordance +with IFRS 13 “Fair Value Measurement” – amounts invested in markets where the fair value +can be determined directly from prices which are quoted in active, liquid markets) and +“other” (i. e. level 2 and 3 assets in accordance with IFRS 13) assets. + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Additional Notes +118 19 – Employee Benefits +The secret animal #3 is a "shark". \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_141.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_141.txt new file mode 100644 index 0000000000000000000000000000000000000000..2027260092fdb8a662c7530351105bf9d46a42e1 --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_141.txt @@ -0,0 +1,104 @@ +Plan asset allocation to key asset classes +31 Dec 2023 31 Dec 2022 +in € m. Germany +EMEA +(excluding +Germany) APAC Total Germany +EMEA +(excluding +Germany) APAC Total +Cash and cash equivalents 10 2 1 14 3 2 2 7 +Equity instruments +1 +49 14 0 63 41 9 0 49 +Investment-grade bonds +2 +: +Government 72 9 1 82 69 5 1 75 +Non-government bonds 150 16 0 166 139 11 0 150 +Non-investment-grade +bonds: +Government 4 0 0 4 3 0 0 4 +Non-government bonds 13 1 0 14 11 1 0 12 +Securitised and other debt +investments0 1 0 1 0 0 0 1 +Alternatives: +Real estate 27 8 0 35 24 6 0 30 +Commodities 2 0 0 2 2 0 0 2 +Private equity 0 0 0 0 0 0 0 0 +Other +3 +38 3 0 41 37 2 0 39 +Derivatives (market value): +Interest rate 34 1 0 35 47 1 0 48 +Credit (1) 0 0 (1) 0 0 0 0 +Inflation 0 0 0 0 0 0 0 0 +Foreign exchange 1 0 0 1 2 0 0 2 +Other 0 0 0 0 0 0 0 0 +Total fair value of plan +assets 398 56 4 458 378 38 3 419 +1 +Allocation of equity exposure is broadly in line with the typical index in the respective market. +2 +Investment-grade means BBB and above based on average credit ratings which are determined on the basis of the +ratings of the rating agencies Fitch, Moody’s and S&P. The average credit rating exposure for the Group’s main plans is +around A. +3 +Amongst others this position contains commingled funds which could not be segregated into the other asset +categories. +The following table sets out the Group’s funded defined benefit plan assets only invested in +“quoted” assets, i. e. level 1 assets in accordance with IFRS 13. +Plan asset allocation of level 1 assets +31 Dec 2023 31 Dec 2022 +in € m. Germany +EMEA +(excluding +Germany) APAC Total Germany +EMEA +(excluding +Germany) APAC Total +Cash and cash equivalents 3 1 0 5 (4) 1 0 (3) +Equity instruments +1 +37 1 0 39 30 1 0 31 +Investment-grade bonds +2 +: +Government 23 4 0 27 26 3 0 28 +Non-government bonds 0 0 0 0 0 0 0 0 +Non-investment-grade +bonds: +Government 0 0 0 0 0 0 0 0 +Non-government bonds 0 0 0 0 0 0 0 0 +Securitised and other debt +investments 0 0 0 0 0 0 0 0 +Alternatives: +Real estate 0 0 0 0 0 0 0 0 +Commodities 0 0 0 0 0 0 0 0 +Private equity 0 0 0 0 0 0 0 0 +Other 0 0 0 0 0 0 0 0 +Derivatives (market value): +Interest rate 0 0 0 0 0 0 0 0 +Inflation 0 0 0 0 0 0 0 0 +Others 0 0 0 0 0 0 0 0 +Total fair value of quoted +plan assets64 6 0 70 52 5 0 56 +1 +Allocation of equity exposure is broadly in line with the typical index in the respective market. +2 +Investment-grade means BBB and above based on average credit ratings which are determined on the basis of the +ratings of the rating agencies Fitch, Moody’s and S&P. The average credit rating exposure for the Group’s main plans is +around A. + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Additional Notes +119 19 – Employee Benefits \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_142.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_142.txt new file mode 100644 index 0000000000000000000000000000000000000000..630494d51d0260b3c59cef72d3a0f7517ab72210 --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_142.txt @@ -0,0 +1,86 @@ +Geographical allocation of invested plan assets +31 Dec 2023 31 Dec 2022 +in € m. (unless stated otherwise) Germany +United +Kingdom +United +States +Other +Eurozone +Other +developed +countries +Emerging +markets Total Germany +United +Kingdom +United +States +Other +Eurozone +Other +developed +countries +Emerging +markets Total +Cash and cash equivalents 0 0 1 10 2 1 14 0 0 2 2 1 2 7 +Equity instruments 1 2 36 13 9 2 63 1 1 27 12 6 1 49 +Government bonds +(investment-grade and above) 16 0 3 35 9 19 82 13 0 3 39 4 15 75 +Government bonds +(non-investment-grade) 0 0 0 0 0 4 4 0 0 0 0 0 4 4 +Non-government bonds +(investment-grade and above)15 4 56 71 18 1 166 10 9 50 65 15 1 150 +Non-government bonds +(non-investment-grade) 0 0 1 13 0 0 14 0 0 0 11 0 0 12 +Securitised and other debt +investments 0 0 0 0 1 0 1 0 0 0 0 0 0 1 +Subtotal 32 7 96 144 39 27 344 25 10 82 129 28 23 296 +Share (in %) 9 2 28 42 11 8 100 8 3 28 44 9 8 100 +Other asset categories 114 122 +Fair value of plan assets 458 419 +Plan assets included derivative transactions with other Deutsche Bank Group entities with a +market value of positive € 33 million and positive € 46 million at 31 December 2023 and +31 December 2022, respectively. There were neither a material number of securities issued by +the Group nor other claims against the Group assets included in the fair value of plan assets. +The plan assets did not include any real estate which is used by the Group. +Key Risk Sensitivities +The Group’s defined benefit obligations are sensitive to changes in capital market conditions +and actuarial assumptions. Sensitivities to capital market movements and key assumption +changes are presented in the following table. Each market risk factor or assumption is +changed in isolation. Sensitivities of the defined benefit obligations are approximated using +geometric extrapolation methods based on plan durations for the respective assumption. +Duration is a risk measure that indicates the broad sensitivity of the obligations to a change in +an underlying assumption and provides a reasonable approximation for small to moderate +changes in those assumptions. +For example, the interest rate duration is derived from the change in the defined benefit +obligation to a change in the interest rate based on information provided by the local +actuaries of the respective plans. The resulting duration is used to estimate the +remeasurement liability loss or gain from changes in the interest rate. For other assumptions, +a similar approach is used to derive the respective sensitivity results. +For defined benefit pension plans, changes in capital market conditions will impact the plan +obligations via actuarial assumptions – mainly interest rate and inflation rate – as well as the +plan assets’ fair value. Where the Group applies a liability driven investment approach, the +overall exposure to such changes is reduced. To help readers gain a better understanding of +the Group’s risk exposures to key capital market movements, the net impact of the change in +the defined benefit obligations and plan assets due to a change of the related market risk +factor or underlying actuarial assumption is shown. Where changes in actuarial assumptions +do not affect the plan assets, only the impact on the defined benefit obligations is reported. +Asset-related sensitivities are derived for major plans which are applicable to the Group by +using risk sensitivity factors determined by Deutsche Bank Group’s market risk management +function. These sensitivities are calculated based on information provided by the plans’ +investment managers and extrapolated linearly to reflect the approximate change of the plan +assets’ market value in case of a change in the underlying risk factor. + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Additional Notes +120 19 – Employee Benefits \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_143.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_143.txt new file mode 100644 index 0000000000000000000000000000000000000000..daa2bdb10ff5f1d1ea4842a2c05168b183eb769b --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_143.txt @@ -0,0 +1,104 @@ +The sensitivities illustrate plausible variations over time in capital market movements and key +actuarial assumptions. The Group is not in a position to provide a view on the likelihood of +these capital market or assumption changes. While these sensitivities illustrate the overall +impact on the funded status of the changes shown, the significance of the impact and the +range of reasonable possible alternative assumptions may differ between the different plans +that comprise the aggregated results. Even though plan assets and plan obligations are +sensitive to similar risk factors, actual changes in plan assets and obligations may not fully +offset each other due to imperfect correlations between market risk factors and actuarial +assumptions. Caution should be used when extrapolating these sensitivities due to non-linear +effects that changes in capital market conditions and key actuarial assumptions may have on +the overall funded status. Any management actions that may be taken to mitigate the +inherent risks in the post-employment defined benefit plans are not reflected in these +sensitivities. +Sensitivity analysis of changes in actuarial assumptions +31 Dec 2023 31 Dec 2022 +in € m. Germany +EMEA +(excluding +Germany) APAC Germany +EMEA +(excluding +Germany) APAC +Interest rate (–50 bp): +(Increase) in defined benefit obligations (20) (2) 0 (20) (1) 0 +Interest rate (+50 bp): +Decrease in defined benefit obligations 19 2 0 19 1 0 +Rate of price inflation (–50 bp): +1 +Decrease in defined benefit obligations 7 0 0 7 0 0 +Rate of price inflation (+50 bp): +1 +(Increase) in defined benefit obligations (7) 0 0 (7) 0 0 +Rate of real increase in future compensation levels +(–50 bp): +Decrease in defined benefit obligations, net +impact on funded status0 0 0 1 0 0 +Rate of real increase in future compensation levels +(+50 bp): +(Increase) in defined benefit obligations, net +impact on funded status0 0 0 (1) 0 0 +Longevity improvements by 10%: +2 +(Increase) in defined benefit obligations, net +impact on funded status (4) 0 0 (4) 0 0 +1 +Incorporates sensitivity to changes in nominal increase for pensions in payment to the extent linked to the price +inflation assumption. +2 +Estimated to be equivalent to an increase of around 1 year in overall life expectancy. +Expected Cash Flows +The following table shows expected cash flows for post-employment benefits in 2024, +including contributions to the Group’s external pension trusts in respect of funded plans, +direct payment to beneficiaries in respect of unfunded plans, as well as contributions to +defined contribution plans. +Expected cash flow for post-employment benefits +in € m. 2024 +Expected contributions to: +Group internal defined benefit plan assets 12 +Defined benefit plan assets sponsored by another company of Deutsche Bank Group (1) +BVV 4 +Other defined contribution plans 20 +Expected benefit payments for unfunded defined benefit plans 0 +Expected total cash flow related to post-employment benefits 35 +Expense of Employee Benefits +The following table presents a breakdown of specific expenses according to the requirements +of IAS 19 “Employee Benefits” and IFRS 2 “Share-based payment” respectively. +Expense of employee benefits +in € m. 2023 2022 +Expenses for defined benefit plans: +Service cost +1 +13 17 +Net interest cost (income) 0 1 +Total expenses defined benefit plans 14 18 +Expenses for defined contribution plans: +BVV 4 4 +Other defined contribution plans 20 19 +Total expenses for defined contribution plans 24 23 +Total expenses for post-employment benefit plans 37 41 +Employer contributions to mandatory German social security pension plan 16 15 +Expenses for share-based payments, equity settled 3 5 +Expenses for share-based payments, cash settled 31 13 +Expenses for cash retention plans 30 44 +Expenses for severance payments +2 +28 25 +1 + Including severance related past service costs of € 1 million in 2023 (€ 2 million in 2022). +2 +Excluding the acceleration of expenses for deferred compensation awards not yet amortized. Including severance +related past service costs. + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Additional Notes +121 19 – Employee Benefits \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_144.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_144.txt new file mode 100644 index 0000000000000000000000000000000000000000..c1901dfe682fe348c7358ef790cd9dbe08243a62 --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_144.txt @@ -0,0 +1,71 @@ +20 – Income Taxes +in € m. 2023 2022 +Current tax expense (benefit): +Tax expense (benefit) for current year 231 267 +Adjustments for prior years (31) 2 +Total current tax expense (benefit) 199 269 +Deferred tax expense (benefit): +Origination and reversal of temporary differences, unused tax losses and tax +credits (2) (7) +Effect of changes in tax law and/or tax rate 1 2 +Adjustments for prior years 26 6 +Total deferred tax expense (benefit) 25 1 +Total income tax expense (benefit) 224 271 +Income tax expense in 2023 was € 224 million (2022: € 271 million). The effective tax rate of +28.8% (2022: 31.3%) was mainly impacted by non-deductible expenses, partly offset by tax +exempt income and changes from unrecognized tax losses. +Total current tax expense includes benefits from previously unrecognized tax losses which +reduced the current tax expense by € 10 million in 2023. In 2022 current tax expense was not +impacted by these effects. +In 2023 the total deferred tax expense was reduced by € 2 million due to benefits from +previously unrecognized tax losses, partially offset by expenses arising from write-downs of +deferred tax assets. In 2022 these effects decreased the deferred tax expense by € 2 million. +The domestic income tax rate including corporate tax, solidarity surcharge, and trade tax used +for calculating deferred tax assets and liabilities was 31.9% for 2023 and 2022. +Difference between applying German statutory (domestic) income tax rate and actual income tax +expense (benefit) +in € m. 2023 2022 +Expected tax expense (benefit) at domestic income tax rate of 31.9% +(31.9% for 2022) 248 276 +Foreign rate differential (26) (32) +Tax-exempt gains on securities and other income (8) (9) +Loss (income) on equity method investments (8) (12) +Non-deductible expenses 28 26 +Changes in recognition and measurement of deferred tax assets (12) (3) +Effect of changes in tax law and/or tax rate +1 +1 2 +Effect related to share-based payments 0 0 +Other +1 +1 23 +Actual income tax expense (benefit) 224 271 +1 +Current and deferred tax expense (benefit) relating to prior years are mainly reflected in the line items changes in +recognition and measurement of deferred tax assets and other. +Income taxes charged or credited to equity (other comprehensive income/additional paid-in capital) +in € m. 2023 2022 +Actuarial gains/losses related to defined benefit plans 2 (19) +Financial assets mandatory at fair value through other comprehensive income: +Unrealized net gains/losses arising during the period (1) 23 +Realized net gains/losses arising during the period (reclassified to profit or +loss) 0 0 +Other equity movement: +Unrealized net gains/losses arising during the period 0 0 +Realized net gains/losses arising during the period (reclassified to profit or +loss) 0 0 +Income taxes (charged) credited to other comprehensive income 1 5 +Other income taxes (charged) credited to equity (3) 1 + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Additional Notes +122 20 – Income Taxes \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_145.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_145.txt new file mode 100644 index 0000000000000000000000000000000000000000..2cef3038a6aa4972d5a9a239472260f8f5368603 --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_145.txt @@ -0,0 +1,78 @@ +Major components of the Group’s gross deferred tax assets and liabilities +in € m. 31 Dec 2023 31 Dec 2022 +Deferred tax assets: +Unused tax losses 4 8 +Unused tax credits 0 1 +Deductible temporary differences: +Employee benefits, including equity settled share-based payments 98 82 +Trading activities, including derivatives 121 144 +Leases 37 33 +Intangible assets 4 4 +Accrued interest expense 8 4 +Financial assets at fair value through other comprehensive income 0 37 +Other assets 12 10 +Total deferred tax assets pre offsetting 284 323 +Deferred tax liabilities: +Taxable temporary differences: +Employee benefits, including equity settled share-based payments 11 8 +Trading activities, including derivatives 132 155 +Leases 35 30 +Intangible assets 195 197 +Financial assets at fair value through other comprehensive income 0 0 +Other assets 18 15 +Total deferred tax liabilities pre offsetting 391 405 +Deferred tax assets and liabilities, after offsetting +in € m. 31 Dec 2023 31 Dec 2022 +Presented as deferred tax assets 95 131 +Presented as deferred tax liabilities 202 213 +Net deferred tax liabilities 107 82 +The change in the balance of deferred tax assets and deferred tax liabilities does not equal +the deferred tax expense/(benefit). This is due to deferred taxes that are booked directly to +equity and the effects of exchange rate changes on tax assets and liabilities denominated in +currencies other than Euro. +Items for which no deferred tax assets were recognized +1 +in € m. 31 Dec 2023 31 Dec 2022 +Not expiring (199) (237) +Expiring in subsequent period (12) 0 +Expiring after subsequent period (2) (20) +Unused tax losses (213) (257) +1 +Amounts in the table refer to unused tax losses for federal income tax purposes. +Deferred tax assets were not recognized on these items because it is not probable that future +taxable profit will be available against which the unused tax losses, unused tax credits and +deductible temporary differences can be utilized. +As of 31 December 2023, DWS Group recognized deferred tax assets of € 1 million (2022: +€ 4 million), that exceed deferred tax liabilities in entities which have suffered a loss in either +the current or preceding period. This is based on management’s assessment that it is +probable that the respective entities will have taxable profits against which the unused tax +losses, unused tax credits and deductible temporary differences can be utilized. +Generally, in determining the amounts of deferred tax assets to be recognized, management +uses historical profitability information and, if relevant, forecasted operating results, based +upon approved business plans, including a review of the eligible carry-forward periods, tax +planning opportunities and other relevant considerations. +As of 31 December 2023, the Group had temporary differences associated with the Group’s +parent company’s investments in subsidiaries, branches and associates and interests in joint +ventures of € 129 million (2022: € 136 million), in respect of which no deferred tax liabilities +were recognized. +In December 2021, the Organization for Economic Co-Operation and Development (OECD) +issued Global Anti-Base Erosion and Profit Shifting Rules under the Pillar 2 Framework. In May +2023, the IASB issued amendments to IAS 12 “Income Taxes” to introduce a mandatory +temporary exception to the accounting for deferred taxes arising from the implementation of +Pillar 2 model rules and disclosure requirements. The application of the exception outlined +above has to be applied immediately with the disclosure requirements to be effective for +annual periods beginning on or after 1 January 2023. The mandatory temporary exception has +been applied and there has been no impact on the Group’s consolidated financial statements. + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Additional Notes +123 20 – Income Taxes \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_146.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_146.txt new file mode 100644 index 0000000000000000000000000000000000000000..47efd72ba1e7f7481c34f0a5e5640ea7a827b7e0 --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_146.txt @@ -0,0 +1,69 @@ +Deutsche Bank AG as the ultimate parent entity conducted comprehensive impact +assessments based on most recent available and historic country-by-country reporting data. +Based on these impact assessments no material amounts are expected to be allocated to +DWS Group. +21 – Related Party Transactions +Related parties are considered as a person or entity who has the ability to directly or indirectly +control the other party or exercise significant influence over the other party in making +financial or operational decisions. The Group’s related parties include: +— Key management personnel, close family members of key management personnel and +entities which are controlled, significantly influenced by, or for which significant voting +power is held by key management personnel or their close family members +— Deutsche Bank AG and its subsidiaries including DB Beteiligungs-Holding GmbH, joint +ventures, associates and their respective subsidiaries +— DWS Group’s subsidiaries and associates and their respective subsidiaries +— Post-employment benefit plans for the benefit of DWS KGaA and its related party entities +employees +Transactions with Related Party Persons +Related party persons are key management personnel who have direct or indirect authority +and responsibility for planning, directing and controlling the activities of the Group as well as +their close family members. The Group considers the members of the Executive Board and +the Supervisory Board to constitute key management personnel. +As of 31 December 2023, transactions with related party persons were loans and +commitments of € 14 million and deposits of € 6 million. As of 31 December 2022, +transactions with related party persons were loans and commitments of € 13 million and +deposits of € 6 million. +Transactions with Related Party Entities +Transactions between DWS KGaA and its subsidiaries meet the definition of related party +transactions. If these transactions are eliminated on consolidation, they are not disclosed as +related party transactions. Transactions between the Group and its associates and their +respective subsidiaries also qualify as related party transactions. Moreover, transactions with +Deutsche Bank Group entities, including its associates and joint ventures and their respective +subsidiaries qualify as related party transactions. +The transactions with Deutsche Bank Group entities shown in the table below are mainly +related to cash management activities, asset management agreements, outsourced services +and leases. +DWS KGaA incurred expenses for key management personnel services to DWS Management +GmbH, a wholly owned subsidiary of Deutsche Bank AG, of € 24 million for the year 2023 +(€ 40 million for the year 2022). Furthermore, on 20 June 2023, DWS KGaA paid a dividend of +€ 326 million for the fiscal year 2022 to DB Beteiligungs-Holding GmbH, a wholly owned +subsidiary of Deutsche Bank AG (on 14 June 2022, € 318 million for the fiscal year 2021 +respectively). +Transactions with associates resulted to € 9 million revenues for 2023 (€ 1 million revenues +for 2022) and € 60 million expenses for 2023 (€ 7 million expenses for 2022). These +transactions are mainly related to distribution agreements and service agreements. In +addition, the Group had no further transactions as of 31 December 2023 and 31 December +2022 respectively with joint ventures and associates of Deutsche Bank Group. +Transactions with Deutsche Bank Group entities +2023 2022 +in € m. +Net interest and +non-interest income Non-interest expenses Assets Liabilities +Net interest and +non-interest income Non-interest expenses Assets Liabilities +Deutsche Bank AG (283) 137 906 332 (300) 98 862 233 +Other Deutsche Bank Group entities (26) 61 115 109 (47) 112 113 116 + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Additional Notes +124 21 – Related Party Transactions +The secret instrument is a "piano". \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_147.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_147.txt new file mode 100644 index 0000000000000000000000000000000000000000..6d95b39d6292f434d06e61b8349a2859c5132e31 --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_147.txt @@ -0,0 +1,67 @@ +Transactions with Related Party Pension Plans +Under IFRS, certain post-employment benefit plans are considered related parties. The Group +has business relationships with a number of its pension plans pursuant to which it provides +financial services to these plans, including investment management services. The Group’s +pension funds may hold or trade Deutsche Bank AG and its related parties’ shares or +securities. +Transactions with Related Party Pension Plans +in € m. 31 Dec 2023 31 Dec 2022 +Other assets 1 1 +Fees paid from plan assets to asset managers of the Group 1 1 +Market value of derivatives with a counterparty of the Group/Deutsche Bank +Group 33 46 +Notional amount of derivatives with a counterparty of the Group/Deutsche Bank +Group 343 506 +22 – Information on Subsidiaries and Shareholdings +GRI 2-2 +Composition of the Group +DWS Group GmbH & Co. KGaA is the direct or indirect holding company for the Group’s +subsidiaries. +The Group consists of 75 consolidated entities, thereof 47 subsidiaries and 28 consolidated +structured entities. +50 of the entities controlled by the Group are directly or indirectly held by the Group at 100% +of the ownership interests (share of capital). Third parties also hold ownership interest in 25 +of the consolidated entities (non-controlling interest). As of 31 December 2023 the non- +controlling interests are neither individually nor cumulatively material to the Group. +Shareholdings +The following tables show the shareholdings of the Group pursuant to Section 313 (2) of the +German Commercial Code (HGB). +Subsidiaries +1 DWS Group GmbH & Co. KGaA Frankfurt +2 DB Vita S.A. Luxembourg 84.0 +3 DBRE Global Real Estate Management IB, Ltd. George Town 100.0 +4 DBX Advisors LLC Wilmington 100.0 +5 Deutsche Alternative Asset Management (UK) Limited London 100.0 +6 Deutsche Capital Partners China Limited (in voluntary +liquidation) +George Town 100.0 +7 Deutsche Cayman Ltd. Camana Bay 100.0 +8 Deutsche Grundbesitz-Anlagegesellschaft mit beschränkter +Haftung +Frankfurt 99.8 +9 DI Deutsche Immobilien Treuhandgesellschaft mbH Frankfurt 100.0 +10 DIP Management GmbH Frankfurt 100.0 +11 DWS Alternatives France Paris 100.0 +12 DWS Alternatives Global Limited London 100.0 +13 DWS Alternatives GmbH Frankfurt 100.0 +14 DWS Asset Management (Korea) Company Limited Seoul 100.0 +15 DWS Beteiligungs GmbH Frankfurt 98.6 +Serial +No. Name of company +Domicile of +company Footnote +Share of capital +in % + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Additional Notes +125 22 – Information on Subsidiaries and Shareholdings \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_150.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_150.txt new file mode 100644 index 0000000000000000000000000000000000000000..08d133cfc1f2f1c5c16d05930f5d9b2d405c7374 --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_150.txt @@ -0,0 +1,74 @@ +23 – Structured Entities +Nature, Purpose and Extent of the Group’s Interests in Structured +Entities +The Group engages in various business activities with structured entities which are designed +to achieve a specific business purpose. A structured entity is one that has been set up so that +any voting rights or similar rights are not the dominant factor in deciding who controls the +entity. An example is when voting rights relate only to administrative tasks and the relevant +activities are directed by contractual arrangements. +A structured entity often has some or all of the following features or attributes: +— Restricted activities +— A narrow and well defined objective +— Insufficient equity to permit the structured entity to finance its activities without +subordinated financial support +— Financing in the form of multiple contractually linked instruments to investors that create +concentration of credit or other risks (tranches) +As part of its business, the Group is responsible for the set up and management of various +entities that are used to manage portfolios of assets on behalf of its clients. These entities are +classified as structured entities. Structured entities may be established as corporations, trusts +or partnerships. Structured entities generally finance the purchase of assets by issuing debt +or equity securities that are collateralised by and/or indexed to the assets held by the +structured entities. +The Group is considered a fund’s sponsor if market participants associate this structured +entity with the Group. This is assumed to be the case if the term “DWS” or “Xtrackers” is used +in a fund’s name. Investment funds managed by group-internal asset managers can be +reasonably associated with the Group. As a sponsor, the Group is involved in the legal set-up +and marketing of internally managed funds. This may include providing seed capital to the +funds and providing administrative services to ensure the investment funds’ operation. +Income Derived from Involvement with Structured Entities +The Group earns management fees and, occasionally, performance-based fees for its +investment management service in relation to funds. The majority of the net commission and +fees from asset management activities and most of the net gains (losses) on financial assets/ +liabilities at fair value through profit or loss relates to structured entities. +Financial Support +During 2023 and 2022 respectively, the Group did not provide non-contractual support to +consolidated and unconsolidated structured entities. +Consolidated Structured Entities +The Group has the following consolidated structured entities and considers the net asset +value of the consolidated structured entities as the size and maximum exposure at risk. +Consolidated structured entities +in € m. 31 Dec 2023 31 Dec 2022 +Assets: +Guaranteed funds 1,457 1,278 +Seed investments 226 108 +Co-investments 6 7 +Liquidity positions 1,580 1,020 +Total assets 3,269 2,412 +Liabilities: +Guaranteed funds 1,456 1,277 +Seed investments 31 11 +Co-investments 3 2 +Liquidity positions 0 0 +Total liabilities 1,490 1,289 +Net income (loss) attributable to DWS shareholders: +Guaranteed funds 0 0 +Seed investments 13 (3) +Co-investments (1) 5 +Liquidity positions 39 (2) +Total net income (loss) attributable to DWS shareholders 51 (1) +Unconsolidated Structured Entities +These are structured entities which are not consolidated because the Group does not control +them through voting rights, contract, funding agreements, or other means. + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Additional Notes +128 23 – Structured Entities \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_151.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_151.txt new file mode 100644 index 0000000000000000000000000000000000000000..7993d80464beed7b3039ca4d52647ea324a062bd --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_151.txt @@ -0,0 +1,52 @@ +Interests in Unconsolidated Structured Entities +The Group’s interests in unconsolidated structured entities refer to contractual involvement +that exposes the Group to variability of returns from the performance of the structured +entities. Examples of interests in unconsolidated structured entities include debt or equity +investments (seed capital, co-investments), receivables from asset management fees (shown +in other assets) and certain derivative instruments in which the Group is absorbing variability +of returns from the structured entities. +Below is a description of the Group’s interest in unconsolidated structured entities by type: +Securitization +The Group set up structured note vehicles with the primary objective to realize investment +returns by investing in the debt of US infrastructure companies. The debt securitization assets +held are classified as non-trading financial assets mandatory at fair value through profit or +loss. +Funds +The Group sets up and manages various structured entities to accommodate client +requirements to hold investments in specific assets. Those assets including seed and co- +investments are classified as non-trading financial assets mandatory at fair value through +profit and loss as the Group’s business model assessment under IFRS 9 “Financial +Instruments” resulted in “other business model”. +Where we have an institutional mandate which is structured as a fund (e. g. German +“Spezialfonds”) these have been considered as structured entities. +Maximum Exposure to Unconsolidated Structured Entities +The maximum exposure to loss is determined by considering the nature of the interest in the +unconsolidated structured entities. The maximum exposure for financial assets at fair value +through profit and loss, loans and other assets is reflected by their carrying value in the +consolidated balance sheet. The maximum exposure for derivatives under IFRS 12 “Disclosure +of Interests in Other Entities”, as interpreted by the Group, is reflected by the notional +amounts of € 7,606 million as of 31 December 2023 (31 December 2022 € 6,947 million). +Such amounts or their development do not reflect the economic risks faced by DWS Group +because they do not take into account the effects of collateral or economic hedges nor the +probability of such losses being incurred. Contingent liabilities (unfunded commitments to +funds) are reflected with their outstanding committed amount at reporting date. The total +maximum exposure is calculated by adding total assets, total contingent liabilities and +notional amounts of derivatives. +The following table shows, by type of structured entity, the carrying amounts of the Group’s +interests recognized in the consolidated financial statement and the maximum exposure. The +decrease in non-trading financial assets mandatory at fair value through profit or loss is +mainly driven by mark-to-market valuation losses, redemptions and maturities of the +investment contract assets offset by higher investments into seed and co-investments. + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Additional Notes +129 23 – Structured Entities \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_152.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_152.txt new file mode 100644 index 0000000000000000000000000000000000000000..b2db550fb9b52845e404adfd827a45c78f285256 --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_152.txt @@ -0,0 +1,39 @@ +Carrying amounts and maximum exposure relating to the Group’s interests +31 Dec 2023 31 Dec 2022 +in € m. Securitizations Funds Total Securitizations Funds Total +Assets: +Financial assets at fair value through profit or loss – non-trading financial assets mandatory at fair +value through profit or loss: +Debt instruments – co-investments 0 416 416 0 467 467 +Debt instruments – seed investments 0 51 51 0 37 37 +Debt instruments – money market funds 0 0 0 0 0 0 +Debt instruments – other debt instruments 38 23 61 16 16 32 +Equity instruments 0 0 0 0 0 0 +Investment contract assets 0 484 484 0 469 469 +Total financial assets at fair value through profit or loss 38 974 1,012 16 989 1,005 +Other assets 0 253 253 0 246 246 +Total assets 38 1,227 1,265 16 1,235 1,252 +Liabilities: +Financial liabilities at fair value through profit or loss: +Negative market values from derivative financial instruments 0 1 1 0 1 1 +Total financial liabilities at fair value through profit or loss 0 1 1 0 1 1 +Total liabilities 0 1 1 0 1 1 +Notional amount of derivatives 0 7,606 7,606 0 6,947 6,947 +Contingent liabilities 0 106 106 0 111 111 +Maximum exposure 38 8,939 8,977 16 8,295 8,310 +24 – Events after the Reporting Period +After the reporting date no material events occurred which had a significant impact on the +results of operations, financial position and net assets of the Group. + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Additional Notes +130 24 – Events after the Reporting Period \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_153.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_153.txt new file mode 100644 index 0000000000000000000000000000000000000000..3be5a82ae1dd800db3acb563287ab62905401b7e --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_153.txt @@ -0,0 +1,89 @@ +25 – Additional Disclosures +Staff Costs +in € m. 2023 2022 +Staff costs: +Wages and salaries 743 721 +Other benefits including social security 122 124 +thereof: those relating to pensions 67 67 +Total staff costs 865 846 +Staff +As of 31 December 2023 the effective staff employed (full-time equivalent – FTE) was 4,378 +(31 December 2022: 3,657). Part-time staff is included in these figures proportionately. +The average number of effective staff employed (full-time equivalent) in 2023 was 4,256 +(2022: 3,579). An average of 2,538 (2022: 1,879) staff members worked outside Germany. +Executive Board and Supervisory Board Remuneration +2023 2022 +in € Share units +1 +in € Share units +1 +Executive Board: +Total compensation 14,840,451 N/A 21,467,462 N/A +Thereof: +DWS share-based compensation granted by DWS +Management GmbH 3,329,000 89,101 4,422,769 144,064 +DWS share-based compensation granted by DWS +Group 693,125 18,552 1,086,962 35,406 +Total DWS share-based compensation 4,022,125 107,653 5,509,731 179,470 +Total compensation to former members of the +Executive Board16,135,041 N/A 6,705,894 N/A +Provision for pension obligations to former members of +the Executive Board3,314,774 N/A 1,387,477 N/A +Supervisory Board: +Total compensation +2 +1,105,833 N/A 1,062,500 N/A +1 + Units were calculated by dividing the respective amounts in euro by the average share price of DWS share over the last +ten trading days prior to 1 March 2023, prior to 1 March 2022 respectively. +2 + Excluding value added tax. +The members of the Supervisory Board receive fixed annual compensation according to the +provisions of the Articles of Association. The annual base compensation amounts to +€ 85,000 for each Supervisory Board member. The Supervisory Board Chairman receives +twice that amount and the Deputy Chairperson one and a half times that amount. Members +and chairs of the committees of the Supervisory Board are paid additional fixed annual +compensation. The compensation determined is disbursed to each Supervisory Board +member within the first three months of the following year. In case of a change in Supervisory +Board membership during the year, compensation for the financial year will be paid on a pro +rata basis, rounded up/down to full months. Deutsche Bank Group shareholder +representatives and one independent shareholder representative on the Supervisory Board +have waived their Supervisory Board Compensation in line with applicable policies and +procedures. +Declaration on the German Corporate Governance Code +The Managing Directors of DWS Management GmbH, representing the general partner of +DWS Group GmbH & Co. KGaA, and the Supervisory Board issued the Declaration of +Conformity in accordance with Section 161 of the German Stock Corporation Act (AktG). The +declaration is published on DWS’s website (https://group.dws.com/corporate-governance/ +declaration-of-conformity-pursuant-to-ss161-german-stock-corporation-act-aktg/). +Principal Accountant Fees and Services +Breakdown of the fees charged by the auditor of the consolidated financial statements for the financial +year, broken down into the fee by category +Fee category in € m 2023 2022 +Audit fees 6 5 +Thereof: to KPMG AG 3 2 +Audit-related fees 1 1 +Thereof: to KPMG AG 1 1 +All other fees 0 0 +Thereof: to KPMG AG 0 0 +Total fees 6 6 +KPMG Wirtschaftsprüfungsgesellschaft, Frankfurt/Main, Germany was appointed as the +Group auditor. The audit fees include fees for auditing the annual financial statements and +the consolidated financial statements of DWS KGaA and various audits of the annual financial +statements of subsidiaries. The fees for audit-related services include fees for other +certification services required by law or statutory regulations and fees for voluntary +certification services, such as voluntary audits for internal management purposes and the +issue of audit certificates. + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Additional Notes +131 25 – Additional Disclosures \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_154.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_154.txt new file mode 100644 index 0000000000000000000000000000000000000000..c4b46207d4c3ea4327991b3acffb82cf619e83a1 --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_154.txt @@ -0,0 +1,41 @@ +Confirmations +Responsibility Statement by the Executive Board +The Executive Board of DWS Group GmbH & Co. KGaA, Frankfurt, is responsible for preparing +the consolidated financial statements and the summarised management report of the Group. +The Group’s consolidated financial statements for 2023 were prepared according to the +International Financial Reporting Standards (IFRS), which are published by the International +Accounting Standards Board (IASB), London, and have been endorsed by the European +Union. The Group’s application of IFRS results in no differences between IFRS as issued by +the IASB and IFRS as endorsed by the EU. +The Group has established effective internal control and steering systems in order to ensure +that our summarised management report and consolidated financial statements comply with +applicable accounting rules and to ensure proper corporate reporting. +The risk management system set up is designed such that the Executive Board can identify +material risks early on and take appropriate defensive measures as necessary. The reliability +and effectiveness of the internal control and risk management system are continually audited +throughout the Group by our internal audit department. +To the best of our knowledge, and in accordance with the applicable reporting principles, the +consolidated financial statements give a true and fair view of the assets, liabilities, financial +position and profit or loss of the Group, and the summarised management report includes a +fair review of the development and performance of the business and the position of the +Group and DWS Group GmbH & Co. KGaA, together with a description of the principal +opportunities and risks associated with the expected development of the Group and +DWS Group GmbH & Co. KGaA. +Frankfurt am Main, 7 March 2024 +DWS Group GmbH & Co. KGaA, +represented by: DWS Management GmbH, its general partner +The Managing Directors (Executive Board) +Dr Stefan Hoops Manfred Bauer Dirk Goergen Dr Markus Kobler Dr Karen Kuder + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Confirmations +132 Responsibility Statement by the Executive Board \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_155.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_155.txt new file mode 100644 index 0000000000000000000000000000000000000000..0ce0cfb678abf9c9c7c91259125be67743794871 --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_155.txt @@ -0,0 +1,59 @@ +Independent Auditor’s Report +Note: The English language text below is a translation provided for information purposes only. The original German text shall prevail in the +event of any discrepancies between the English translation and the German original. We do not accept any liability for the use of, or reliance on, +the English translation or for any errors or misunderstandings that may arise from the translation. +Based on the results of our audit, we have issued the following unqualified audit opinion: +To DWS Group GmbH & Co. KGaA, Frankfurt am Main +Report on the Audit of the Consolidated Financial Statements and of the Summarized Management Report +Opinions +We have audited the consolidated financial statements of DWS Group GmbH & Co. KGaA and +its subsidiaries (the Group), which comprise the consolidated balance sheet as of December +31, 2023, the consolidated statement of income, the consolidated statement of +comprehensive income, the consolidated changes in equity and the consolidated statement +of cash flows for the financial year from January 1, 2023 to December 31, 2023, and notes to +the consolidated financial statements, including a summary of significant accounting policies. +In addition, we have audited the summarized management report of DWS Group GmbH & Co. +KGaA including the section “Compensation Report” which contains the remuneration report +as part of the summarized management report for the financial year from January 1, 2023 to +December 31, 2023. +In accordance with German legal requirements, we have not audited the content of those +components of the summarized management report specified in the "Other Information" +section of our auditor's report. +The summarized management report contains unaudited sections which are cross references +that are not required by law. Those cross references as well as the information therein were +in accordance with German legal requirements not audited. +In our opinion, on the basis of the knowledge obtained in the audit, +— the accompanying consolidated financial statements comply, in all material respects, with +the IFRSs as adopted by the EU, and the additional requirements of German commercial +law pursuant to Section 315e (1) HGB [Handelsgesetzbuch: German Commercial Code] and, +in compliance with these requirements, give a true and fair view of the assets, liabilities, +and financial position of the Group as of December 31, 2023, and of its financial +performance for the financial year from January 1, 2023 to December 31, 2023, and +— the accompanying summarized management report as a whole provides an appropriate +view of the Group's position. In all material respects, this summarized management report +is consistent with the consolidated financial statements, complies with German legal +requirements and appropriately presents the opportunities and risks of future development. +Our opinion on the summarized management report does not cover the content of those +components of the summarized management report specified in the "Other Information" +section of the auditor's report. +Pursuant to Section 322 (3) sentence 1 HGB, we declare that our audit has not led to any +reservations relating to the legal compliance of the consolidated financial statements and of +the summarized management report. +Basis for the Opinions +We conducted our audit of the consolidated financial statements and of the summarized +management report in accordance with Section 317 HGB and EU Audit Regulation No +537/2014 (referred to subsequently as "EU Audit Regulation") and in compliance with German +Generally Accepted Standards for Financial Statement Audits promulgated by the Institut der + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Confirmations +133 Independent Auditor’s Report \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_156.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_156.txt new file mode 100644 index 0000000000000000000000000000000000000000..fef2908ebf56214d482cba1328b57d1b2b7a5446 --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_156.txt @@ -0,0 +1,79 @@ +Wirtschaftsprüfer [Institute of Public Auditors in Germany] (IDW). Our responsibilities under +those requirements and principles are further described in the "Auditor's Responsibilities for +the Audit of the Consolidated Financial Statements and of the Summarized Management +Report" section of our auditor's report. We are independent of the group entities in +accordance with the requirements of European law and German commercial and professional +law, and we have fulfilled our other German professional responsibilities in accordance with +these requirements. In addition, in accordance with Article 10 (2) point (f) of the EU Audit +Regulation, we declare that we have not provided non-audit services prohibited under Article +5 (1) of the EU Audit Regulation. We believe that the evidence we have obtained is sufficient +and appropriate to provide a basis for our opinions on the consolidated financial statements +and on the summarized management report. +Key Audit Matters in the Audit of the Consolidated Financial +Statements +Key audit matters are those matters that, in our professional judgment, were of most +significance in our audit of the consolidated financial statements for the financial year from +January 1, 2023 to December 31, 2023. These matters were addressed in the context of our +audit of the consolidated financial statements as a whole, and in forming our opinion thereon, +we do not provide a separate opinion on these matters. +Impairment testing of goodwill +Please refer to note 2 in the notes to the consolidated financial statements for information on +the accounting policies applied and the assumptions used. Disclosures on the amount of +goodwill can be found under note 12 and information on the economic development of the +asset management industry is presented in the section "Economic and Competitive +Environment" in the summarized management report. +THE FINANCIAL STATEMENT RISK +As of December 31, 2023, goodwill amounted to EUR 2,867 million and, at 25% of total assets, +accounts for a substantial share of assets. +Goodwill is tested for impairment annually at the level of the single operating segment. For +this purpose, the carrying amount is compared with the recoverable amount of the business +segment. If the carrying amount exceeds the recoverable amount, an impairment loss is +recognized. The recoverable amount is the higher of fair value less costs to sell and the value +in use of the business segment. The effective date for the impairment test is October 1, 2023. +Impairment testing of goodwill is complex and based on a range of assumptions that require +judgment. These include the expected business and earnings development of the business +segment for the next five years, the assumed long-term growth rates and the discount rate +used. +Competition in the asset management industry continued to intensify in financial year 2022. +Future business prospects continue to be negatively affected in particular by the continued +compression of margins globally and rising costs of market entry. Nevertheless, DWS Group +GmbH & Co. KGaA did not identify any need for impairment as a result of the impairment test +carried out. +There is the risk for the consolidated financial statements that impairment existing as of the +reporting date was not identified due to improper determination of the parameters relevant +for the evaluation. Moreover, there is a risk that the existing impairment as of reporting date is +not properly recognized because of inappropriate determination of the data relevant for the +valuation. This includes the risk that improper application of the factors used to identify a +single business segment led to an existing need to recognize impairment losses not being +identified. There is also the risk that the related disclosures in the notes are not appropriate. +OUR AUDIT APPROACH +Based on our risk assessment of material misstatements we have performed audit procedures +to assess the design and implementation as well as test of operating effectiveness of the +Company’s processes and controls. Furthermore, we have performed substantive audit +procedures. Hence, we have performed the following audit procedures: +We assessed the proper application of the factors used to identify the individual business +segment, in particular with regard to the management and reporting structures of the Group, +the structure of the variable remuneration components of all the members of the Executive +Board as well as a peer group analysis of other listed asset managers. We also assessed, with +the help of our valuation specialists, the appropriateness of the significant assumptions and +the calculation method used by the Company. To this end, we discussed the expected +development of business and earnings as well as the assumed long-term growth rates with +those responsible for planning. In addition, we reconciled this information with other +internally available forecasts, e.g. the budget prepared by the Executive Board and approved +by the Supervisory Board. Furthermore, we evaluated the consistency of assumptions with +external market assessments. +Further, we satisfied ourselves of the quality of the Company's forecasts to date by +comparing the budgets from previous financial years with the actual results achieved and by + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Confirmations +134 Independent Auditor’s Report \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_157.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_157.txt new file mode 100644 index 0000000000000000000000000000000000000000..006f2f0e6c82b5c1240b95aab24ae44c0a736cad --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_157.txt @@ -0,0 +1,76 @@ +analyzing deviations. Since even minor changes to the discount rate can have a material +effect on the results of the impairment test, we compared the assumptions and parameters +underlying the discount rate, in particular the risk-free rate, the market risk premium and the +beta factor, with our own assumptions and publicly available data. +We verified the computational accuracy of the valuation model used by the Company. +In order to take account of the existing forecast uncertainty and the earlier deadline selected +for impairment testing, we examined the effects of possible changes in the discount rate, the +earnings trend and the long-term growth rates on the recoverable amount (sensitivity +analysis), by calculating alternative scenarios and comparing them with the values stated by +the Company. +Furthermore, we scrutinized the final analysis of the measurement results made by the +Company, including the assessment of the relation between the recoverable amount as well +as the carrying amount of equity and the market capitalization. +Finally, we assessed whether the disclosures in the notes regarding impairment of goodwill +are appropriate. +OUR OBSERVATIONS +The calculation method used for impairment testing of goodwill is appropriate and in line +with the accounting policies to be applied. The Company's assumptions and parameters used +for measurement are appropriately derived overall. The factors used to identify a single +business segment were applied appropriately. The related disclosures in the notes are +appropriate. +Impairment testing of the “Scudder” intangible asset +Please refer to note 2 in the notes to the consolidated financial statements for information on +the accounting policies applied and the assumptions used. Disclosures on the amount of +other intangible assets can be found under note 12 and information on the economic +development of the asset management industry is presented in the section “Economic and +Competitive Environment” in the summarized management report. +THE FINANCIAL STATEMENT RISK +As of December 31, 2023, other intangible assets of EUR 716 million consist of contractual +agreements granting temporary exclusive rights to manage American mutual funds. These +contractual arrangements can be extended without significant costs and, moreover, have a +long history of extensions. The Company therefore recognized an intangible asset with an +indefinite useful life and reviews annually this assessment. +The “Scudder” intangible asset is tested for impairment annually. In addition, it is tested +whenever there is an indication that the intangible asset may be impaired. The effective date +for the impairment test is October 1, 2023 For this purpose, the carrying amount is compared +with the recoverable amount of the contractually agreed exclusive rights. If the recoverable +amount is below the carrying amount, an impairment loss is recognized. If the recoverable +amount exceeds the carrying amount, an assessment is performed, if an indication that an +impairment loss recognized in prior periods may no longer exist or may have decreased and if +that results from a significant change in the estimates used to determine the recoverable +amount. +The impairment test of the “Scudder” intangible asset is complex and is based on a number of +assumptions that require judgment. These include the asset mix, the expected net changes in +cash flows of the managed mutual funds, the effective fee rate, the assumed long-term +growth rates and the discount rate used. +As a result of the annual impairment test performed as of October 1, 2023, the Company +identified a need for an impairment. Further the Company has identified as of December 31, +2023 indications which could lead to a need of a reversal of an impairment. As a result, an +impairment reversal analysis has been performed. This analysis resulted in a recoverable +amount being above the carrying amount and for that reason a need for an impairment +reversal.. Prior period impairments were correspondently revised. +There is the risk for the consolidated financial statements that an impairment or reversal of +impairment existing at the reporting date was not identified because the valuation method +was not implemented appropriately and in accordance with the applicable valuation +principles and the assumptions and parameters underlying the valuation were not +appropriately derived. There is also the risk that the related disclosures in the notes are not +appropriate. +OUR AUDIT APPROACH +Based on our risk assessment of material misstatements we have performed audit procedures +to assess the design and implementation as well as test of operating effectiveness of the +Company’s processes and controls. Furthermore, we have performed substantive audit +procedures. Hence, we have performed the following audit procedures: + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Confirmations +135 Independent Auditor’s Report \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_168.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_168.txt new file mode 100644 index 0000000000000000000000000000000000000000..2f7d0f8fec0687c3301d7923c5a50cf01b144a63 --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_168.txt @@ -0,0 +1,73 @@ +Compensation Decisions in 2023 +For the two new members of the Executive Board, Angela Maragkopoulou and Dr Markus +Kobler, appointed in 2023, the shareholders' meeting has set a target total compensation in +accordance with the compensation system. Both the market environment taking into account +compensation data of international asset managers (peer group) and the scope of +responsibility as well as previous compensation conditions were included in the analysis. The +shareholders' meeting determined the compensation as follows: The target total +compensation of the new COO Division was set at € 2,000,000 per year. This amount +consists of a base salary of € 950,000 and a target variable compensation of € 1,050,000 per +year. The target total compensation for the new Chief Financial Officer is € 1,950,000. This +sum consists of the base salary of € 950,000 per year and a target variable compensation of +€ 1,000,000. +Benefits relating to the commencement of the activities of Angela Maragkopoulou and Dr +Markus Kobler as new members of the Executive Board in order to compensate for the loss of +benefits from the respective previous employer are explained in the new section ‘Application +of the Compensation System in the Financial Year 2023 – Benefits relating to the +Commencement of Activities as Executive Board Member’. +Benefits resulting from the termination of the mandate of Angela Maragkopoulou are +described in the section ‘Application of the Compensation System in the Financial Year 2023 +– Benefits in the Event of Termination of the Mandate’. +Against the background of Manfred Bauer’s extension of his mandate for a further three years +from 1 July 2023, the total target remuneration was revised to € 2,100,000 per year with +effect from 1 July 2023. The sum consists of a base salary of € 1,200,000 per year and a +target variable remuneration of € 900,000. The increase took due account of Manfred +Bauer’s wide area of responsibility within the Executive Board and the duration of +membership in the Executive Board. +Approval of the Compensation System by the 2021 Annual General +Meeting +The current compensation system for the members of the Executive Board was submitted for +approval to the Annual General Meeting of DWS Group on 9 June 2021, in accordance with +Section 120a (1) AktG and approved by a majority of 99.21%. +Detailed information on the compensation system is published on the DWS’s website +(https://download.dws.com/download?elib- +assetguid=04a356d46c0b407ebd88ff8e3361fb6e&publishLocationGuid=eacbc9cf4b8e4d218 +9eb69cd09e2ff4f&&&). +The compensation system was implemented within the framework of the Executive Board +service contracts and applied to all members of the Executive Board active in the 2023 +financial year. +Deviations from the Compensation System +The shareholders' meeting in the 2023 financial year did not make use of the possibility +provided for in the compensation system pursuant to Section 87a (2) sentence 2 AktG to +temporarily deviate from individual components of the system in special, extraordinary +situations. +Principles of Compensation Determination +Compensation Structure +Compensation for Executive Board members consists of non-performance-related (fixed) and +performance-related (variable) components. The fixed and variable compensation together +constitute an Executive Board member's total compensation. The shareholders' meeting +defines target and maximum amounts for all compensation components. The total +compensation of all Executive Board members is furthermore subject to additional caps. +Non-performance related component (fixed compensation) +The fixed compensation comprises a base salary, contributions to a pension plan and fringe +benefits. +Base salary +Base salary is determined based on the position held by an Executive Board member and the +associated shared responsibility for management. In addition, the duration of membership in +the Executive Board is taken into account by the ability to set a higher base salary for +Executive Board members upon reappointment. Furthermore, the amount of the base salary +offered depends on the relevant market conditions. In the light of regulatory requirements, a +cap for variable compensation amounting to 200% of fixed compensation is factored in; +therefore, fixed compensation is determined in such a way that a competitive and market- +oriented total compensation can be ensured even while taking these requirements into +account. +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +          +Compensation Report +146 Executive Board Compensation \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_169.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_169.txt new file mode 100644 index 0000000000000000000000000000000000000000..f3603ce4fbfa887f0f9892cec7bba01b1a29691b --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_169.txt @@ -0,0 +1,74 @@ +The base salary currently amounts to € 2,800,000 per year for the Chairman of the Executive +Board and between € 950,000 and € 1,200,000 per year for the other Executive Board +members. It is paid in twelve equal monthly instalments. +Fringe benefits +Furthermore, all Executive Board members are entitled to receive “fringe benefits”. They +consist on the one hand of contractually agreed regularly recurring benefits such as +contributions to insurance policies, coverage of costs for participation in medical check-ups +and – for Executive Board members based in Germany – a company car option on the basis of +the applicable Company Car Policy of Deutsche Bank Group. In addition, Executive Board +members not resident in Germany may be granted certain ad-hoc benefits, such as +reimbursement of costs for preparing income tax returns. +The availability and individual utilization of fringe benefits may vary depending on location +and personal situation, which is why the amount of fringe benefits cannot be precisely +determined at the beginning of a year. However, the cap on total compensation (maximum +compensation) pursuant to Section 87a (1) sentence 2 number 1 AktG (maximum +compensation) may in total not be exceeded by these benefits. +Company pension plan +In addition, Executive Board members receive a commitment to pension benefits under the +defined contribution pension plan offered to employees in Germany. +For each of the Executive Board members a fixed annual value in the amount of € 90,000 and +€ 300,000 for the Chairman of the Executive Board is contributed to the pension plan. The +annual contribution is invested in selected investment funds. Furthermore, an additional risk +contribution of € 10,000 is provided to cover the risk of early pension events. The sum of the +market values of the investments forms the pension amount available to be paid as pension +benefit in case of a pension event (age limit, invalidity or death). +Executive Board members domiciled outside of Germany who pay taxes on their income +outside Germany may opt for a pension allowance in lieu of the pension plan commitment; +the allowance is equivalent to the annual contribution to the pension provision. +Performance-related component (variable compensation) +Variable compensation is performance-related and is granted as either the Short-Term Award +or the Long-Term Award, depending on the tenure of the relevant objectives. For variable +compensation, the objectives and performance parameters are defined at the beginning of a +fiscal year; the extent to which the objectives are achieved determines the amount of variable +compensation. This always ensures a close link between performance and compensation. +Short-Term Award +The Short-Term Award is used to reward the achievement of individual and divisional +objectives of an Executive Board member. The performance criteria on which the Short-Term +Award is based are short-term objectives for a financial year. The agreed objectives support +DWS's business and strategic objectives and are aligned with the individual Executive Board +members' areas of responsibility and the specific challenges associated with it. +The Short-Term Award is determined based on the objectives listed in the individual Balanced +Scorecard as well as on up to three further individual objectives. The portion of the Short- +Term Award determined by the Balanced Scorecard accounts for 20% of the performance +evaluation. The additional individual objectives account for an equivalent share of the Short- +Term Award. The sum of the Balanced Scorecard and the additional individual objectives +amounts to 40% of the total reference variable compensation. +The target amounts of the Short-Term Award based on a year-round full-time employment at +100% achievement grade are currently between € 200,000 and € 1,600,000. The maximum +possible level of target achievement is capped uniformly at 150%. +Long-Term Award +The focus of assessment of variable compensation lies on the achievement of long-term and +strategic objectives. The Long-Term Award, which covers the long-term strategic targets, +uniformly comprising 60% of the total reference variable compensation. +The Long-Term Award consists mainly of the DWS Group component linked in accordance +with the strategy of the Group to three selected performance indicators as key metrics for the +success and growth of the business: Adjusted cost-income ratio, net flows, and +Environmental, Social and Governance footprint. In order to address the expected volatility of +demand for Cash products and the associated risk of unpredictability/randomness of the +measurement of success, the target for net flows was set at the beginning of 2023 on the +basis of net flow excluding Cash. The identification of this performance indicator for the year +2023 is therefore consistently shown in this report as net flows excluding Cash. +Each of the three aforementioned objectives is weighted at a fixed percentage of the +reference size for the DWS Group component by the shareholders’ meeting. This reference +size amounts to a total of 50% of the total reference variable compensation. +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +          +Compensation Report +147 Executive Board Compensation \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_178.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_178.txt new file mode 100644 index 0000000000000000000000000000000000000000..b288a96a0e1fb25013851d5fea9014abc09311d7 --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_178.txt @@ -0,0 +1,48 @@ +the success of the company. The value of any Elected Employee Investment Plan Award +(where applicable) depends on the value of the selected underlying DWS investment funds. +Overview of award instruments and deferral periods (illustrative representation) +Performance and forfeiture conditions and clawback +The variable compensation components are subject to special performance and forfeiture +conditions during the deferral and holding periods; these conditions can result in a partial +reduction to the forfeiture in full of the variable compensation granted but not yet paid out. +This ensures that appropriate consideration is given to the sustainability of the success of the +business and risk strategy and ultimately provides a long-term incentive for variable +compensation granted to Executive Board members. +In particular, the following events can result in the partial or complete forfeiture (malus rule): +— Failure to comply with certain performance conditions set at DWS Group's level, such as +DWS Group’s pre-tax profit, regulatory own funds requirements under the Investment Firm +Regulation (EU) 2019/2033 (IFR) and DWS’s capital adequacy in line with DWS Group´s risk +appetite statement. +— Failure to comply with certain performance conditions set at Deutsche Bank Group’s level, +such as reporting an after-tax operating loss or exceeding certain capital adequacy +requirements. Further information on the Deutsche Bank Group performance conditions +can be viewed in the Deutsche Bank Group Annual Report. +— Misconduct on the part of individual Executive Board members, such as breach of internal +or external rules and regulations, termination for cause or negative individual contributions +to performance. +In the event of specific individual negative performance contributions by Executive Board +members, the shareholders' meeting may reclaim variable compensation components already +granted up to two years after expiry of the last deferral period (clawback) in accordance with +Section 18 (5) and Section 20 (6) InstVV. +The possibility of a full or partial forfeiture (malus) or reclaiming (clawback) of the Executive +Board members’ variable compensation components is reviewed regularly and in a timely +manner before the respective due dates. The suspension and postponement of the vesting +and release date for Deferred Awards in the 2022 financial year, based on the review carried +out for a former member of the Executive Board, was maintained in the 2023 financial year. +The suspension and postponement of the vesting and release date ends with a final decision +on the forfeiture or release of the awards. Beyond that, no use was made of the possibility of +suspending and postponing the vesting and release dates for Deferred Awards in the 2023 +financial year. Furthermore, there was no forfeiture or clawback of awards in 2023. +The following table shows the characteristics of the deferred and share-based compensation +instruments that have been granted to active and previous members of the Executive Board +since the IPO in March 2018 for the performance of their duties on the Executive board: +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +          +Compensation Report +156 Executive Board Compensation diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_179.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_179.txt new file mode 100644 index 0000000000000000000000000000000000000000..c6d0ab30181198a213a5d04fa99a6abd351ac5c8 --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_179.txt @@ -0,0 +1,110 @@ +Overview on award types +Award Type Description Deferral period +Retention +period +2019-2023 +DWS Equity Upfront Award +Upfront equity proportion (cash settled): The value +of the DWS Equity Upfront Award is linked to DWS's +share price. +N/A 12 months +2019-2023 +DWS Restricted Incentive +Award +Non-equity based portion (deferred cash +compensation): The Executive Board members can +also elect to link all or part of the value of the DWS +Restricted Incentive Award to selected DWS +investment fund(s), in which case the Awards will +be granted under the “DWS Employee Investment +Plan – Elected Employee Investment Plan Award”. +The value of the Employee Investment Plan depends +on the performance of the selected underlying +investment funds over the vesting period. +Pro rata +vesting over +five years +N/A +2019-2023 +DWS Restricted Equity Award +Deferred equity portion (cash settled): The value of +the DWS Restricted Equity Award is linked to DWS's +share price over the vesting and retention period. +Pro rata +vesting over +five years +12 months +2019 +DWS Performance Share Unit +Award granted under DWS +Equity Plan +One-off IPO related equity portion (cash settled): +The value of the DWS Performance Share Unit +Award is linked to DWS's share price. +Pro rata +vesting over +three years +12 months +Benefits relating to the Commencement of Activities as Executive +Board Member +In the event of an initial appointment of external executives as Executive Board members, +benefits may be granted to offset the forfeiture of benefits granted by the previous employer +– particularly for outstanding variable compensation or pension plan commitments forfeited +upon joining DWS Group. The Shareholders' Meeting shall decide on the form in which the +compensation is granted. In the 2023 financial year, two new members joined the Executive +Board and the DWS Group. +Angela Maragkopoulou became a member of the Executive Board on 1 January 2023. In the +course of the appointment, it was agreed to replace the deferred compensation awarded to +her by her previous employer, which lapse as a result of the change to the DWS Group with a +one-time replacement award of the same value. The awards were awarded in the form of a +deferred share-based instrument (DWS Restricted Equity Award) in the amount of +€ 183,345.92, due in two tranches in September 2025 and September 2026, and +subsequently subject to an additional holding period of one year, as well as deferred cash +compensation (DWS Restricted Incentive Award) in the amount of € 105,000, due in +December 2026. +Dr Markus Kobler became a member of the Executive Board on 1 November 2023. It was +agreed with Dr Markus Kobler to replace the deferred compensation awarded to him by his +previous employer which was forfeited as a result of the transfer to the DWS Group with a +one-time replacement award of the same value. The award was awarded in the form of a +deferred share-based instrument (DWS Restricted Equity Award) in the amount of +€ 1,193,050.87 due in five tranches in March of the years 2024 to 2028, each of which is +subject to an additional holding period of one year, as well as deferred cash compensation +(DWS Restricted Incentive Award) in the amount of € 561,617.09, due in five tranches in +March of the years 2024 to 2028. In addition, Dr Markus Kobler was promised a one-time +substitute Sign-On Award in the amount of € 826,603 in compensation for the loss of his +claims for variable compensation from his previous employer for the financial year 2023. 60% +will be granted in equal tranches over a period of five years in deferred form. Share-based +instruments shall be subject to an additional one-year retention period after vesting. +All awards mentioned above are subject to the usual performance and forfeiture conditions as +well as clawback regulations until they are awarded. In future, the respective sub-amounts of +the awards will be reported in the reporting year in which they are granted to the active and +former members of the Executive Board in accordance with the requirements of Section 162 +AktG (inflow). +Benefits in the Event of Termination of the Mandate +Benefits upon early termination +The Executive Board members are in principle entitled to receive a severance payment upon +early termination of their appointment at the initiative of the shareholders´ meeting, provided +the shareholders´ meeting is not entitled to revoke the appointment or give notice under the +contractual agreement for cause. The circumstances of the early termination of the +appointment and the length of service on the Executive Board are to be taken into account +when determining the amount of the severance payment. The severance payment, as a rule, +is two annual compensation amounts and is limited to the claims to compensation for the +remaining term of the contract. The calculation of the severance payment is based on the +annual compensation for the previous financial year and on the expected annual +compensation for the current financial year, if applicable. The severance payment is +determined in accordance with the statutory and regulatory requirements, in particular with +the provisions of the InstVV. +In the 2023 financial year, Angela Maragkopoulou resigned by mutual agreement with effect +from the end of 31 December 2023, her service contract ended with effect from 31 December +2023. On the basis of the service contracts with DWS Management GmbH, a severance +payment of € 2,050,000 was agreed. All contractual arrangements for variable compensation +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +          +Compensation Report +157 Executive Board Compensation \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_18.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_18.txt new file mode 100644 index 0000000000000000000000000000000000000000..f0fa3c320bca66d1712f8562fc91af389b7a6648 --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_18.txt @@ -0,0 +1,31 @@ +Joint Committee +James von Moltke +— Chairperson since 1 November 2023 +since 7 May 2018 +Karl von Rohr +— Chairperson until 31 October 2023 +until 31 October 2023 +Minoru Kimura +until 15 June 2023 +Volker Steuer +since 1 November 2023 +Kazuhide Toda +since 22 June 2023 +Ute Wolf +since 23 April 2018 + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Joint Committee +XVI \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_180.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_180.txt new file mode 100644 index 0000000000000000000000000000000000000000..19d88b0f978c7207a480111946f79fe2d73d6bdd --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_180.txt @@ -0,0 +1,70 @@ +components, including a clawback option, shall apply mutatis mutandis to the severance +payment. 60% of the severance payment will be made in equal tranches in deferred form over +a period of five years. Share-based instruments are subject to an additional one-year holding +period after vesting. The respective amounts will be reported in the reporting year in which +they will be granted to Angela Maragkopoulou in accordance with the requirements of +Section 162 of the AktG (inflow). +Benefits in the event of regular termination +The Executive Board members receive a commitment to pension benefits under the defined +contribution pension plan offered to employees in Germany. +The following table shows the annual pension contribution and annual service cost for the +years 2023 and 2022 as well as the corresponding commitment amounts as of 31 December +2023 and 31 December 2022 for the members of the Executive Board working in 2023. The +different amounts result in particular from the different duration of the Executive Board's +activities. +Pension contribution and obligation +Annual contribution Total contributions, end of year Service cost (IFRS) in the year Defined benefit obligation (IFRS), end of year +in € 2023 2022 2023 2022 2023 2022 2023 2022 +DWS Management GmbH: +Dr Stefan Hoops 300,000 175,000 475,000 175,000 316,565 182,506 510,658 185,744 +Manfred Bauer 36,000 36,000 126,000 90,000 38,135 39,002 137,583 97,274 +Dirk Goergen 36,000 36,000 183,000 147,000 38,262 39,191 209,969 166,213 +Dr Markus Kobler +1 +0 — 0 — 0 — 0 — +Dr Karen Kuder 90,000 15,000 105,000 15,000 95,091 16,318 112,705 16,658 +Angela Maragkopoulou +2 +0 — 0 — 0 — 0 — +Claire Peel +3 +0 0 0 0 0 0 0 0 +DWS Group: +Manfred Bauer 54,000 54,000 189,000 135,000 57,084 58,404 206,181 145,662 +Dirk Goergen +4 +0 54,000 0 220,500 0 58,628 0 249,109 +Total 516,000 370,000 1,078,000 782,500 545,137 394,049 1,177,096 860,660 +1 + Member since 1 November 2023. Dr Markus Kobler opted for a pension supplement in lieu of the pension plan commitment in the amount of € 90,000. +2 + Member from 1 January 2023 until 31 December 2023. The annual savings contribution of € 90,000 under the pension plan was made available as cash compensation at the request of Angela Maragkopoulou as no statutory pension entitlement +existed at the termination date. +3 + Member until 30 September 2023. Claire Peel opted for a pension supplement in lieu of the pension plan commitment in the amount of € 90,000. +4 + Dirk Goergen became CEO of the Americas region with effect from 1 January 2023. In the course of taking over regional responsibility for the Americas, an employment agreement with DWS Investment Americas Inc. was established. Under this +agreement an annual pension supplement of € 54,000, less contributions in the amount of € 3,733 made to the US retirement plan, will be granted in lieu of the pension plan commitment. +Crediting from Other Board Memberships +The Executive Board members' service agreements stipulate that Executive Board members +shall ensure that compensation to which they may be entitled as members of a board, +specifically a supervisory board, an advisory board or comparable institution within a +company of the DWS Group or Deutsche Bank Group (Section 18 AktG), does not accrue to +them. Accordingly, Executive Board members did not receive any compensation in the 2023 +financial year from mandates in Group companies. +This does not apply to the compensation received by the members of the Executive Board +responsible for the Coverage and Product divisions as a result of their further contract of +employment with a subsidiary within the DWS Group. +Compensation for board memberships – specifically on supervisory boards or advisory +boards – for a company not belonging to the DWS or Deutsche Bank Group is offset against +the base salary at a rate of 50%. Compensation not exceeding € 100,000 per board +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +          +Compensation Report +158 Executive Board Compensation \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_181.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_181.txt new file mode 100644 index 0000000000000000000000000000000000000000..3f4fce1d418fe023b1ca4f1e3d164c054a309993 --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_181.txt @@ -0,0 +1,75 @@ +membership and calendar year is not offset. In the 2023 financial year, there was no +offsetting from a mandate with a company not belonging to Group companies. +Compensation System for Additional Service Contracts with a +Subsidiary of the Group +Due to regulatory requirements, Executive Board members with responsibility for the +Coverage and Product division each have, in addition to their service contracts with DWS +Management GmbH, an additional service contract with a subsidiary of the Group. The total +compensation of the Executive Board members includes both the compensation received +from DWS Management GmbH as well as from the subsidiaries of the Group consolidated in +the Group financial statements. The compensation system on which the compensation from +the subsidiaries is based is subject to the relevant branch-specific remuneration provisions +stated in the EU Directives on Alternative Investment Fund Managers and Undertakings for +Collective Investment in Transferable Securities V. If employees of the subsidiaries have been +identified as having a material impact on Deutsche Bank Group’s risk profile (InstVV Material +Risk Taker), the stricter regulation apply in case of deviating regulation. +The employees of the subsidiaries are subject to the compensation standards and principles +as outlined in the DWS Compensation Policy. The policy is reviewed on an annual basis. As +part of the Compensation Policy, the Group employs a Total Compensation philosophy which +comprises fixed pay and variable compensation and ensures an appropriate relationship to +each other. +Fixed pay is used to compensate employees for their skills, experience and competencies, +commensurate with the requirements, size and scope of their role. The appropriate level of +fixed pay is determined with reference to the prevailing market rates for each role, internal +comparisons and applicable regulatory requirements. +Variable compensation enables to provide additional reward to employees for their +performance and behaviours without encouraging excessive risk-taking. The variable +compensation basically consists of two elements: DWS component (corresponds to 25% of +the reference value of the variable compensation) and individual component (corresponds to +75% of the reference value of the variable compensation). +For employees identified as InstVV Material Risk Taker (MRT), half of the DWS component is +determined by the three performance indicators at the level of the DWS Group, which also +apply to the members of the Executive Board: Adjusted cost-income ratio, net flows +(excluding Cash) and ESG footprint. Each of the objectives is weighted at a fixed percentage. +The second half of the DWS component of variable remuneration considers four equally +weighted objectives at Deutsche Bank Group level, also applicable for the Executive Board +members: Common Equity Tier 1 capital ratio, post-tax return on tangible equity, cost-income +ratio, and ESG KPIs. +For the 2023 financial year, a target achievement level of 76.25% was set for the DWS +component based on the assessment of the defined performance indicators at the level of the +DWS and Deutsche Bank Group, taking into account the weighting of 50% each. +The individual component of the variable compensation is determined on the basis of +objectives agreed with each employee for the financial year. +Both DWS component as well as the individual component may be awarded in cash, share- +based or fund-based instruments under the Group deferral arrangements. For employees who +are identified as having a material impact on the company’s risk profile at least 40% of the +total variable compensation must be granted on a deferred basis. The limit is increased to +60% depending on the amount of the variable remuneration and the risks that a risk taker +may pose. The Group retains the right to reduce the total amount of variable compensation, +including the DWS Component, to zero in cases of significant misconduct, performance- +related measures, disciplinary outcomes or unsatisfactory conduct or behaviour by the +employee subject to applicable local law. +Total Compensation is supplemented by additional benefits, which are considered to be fixed +remuneration in the regulatory sense, as they are not directly linked to the performance or +individual discretion. +The fixed-to-variable compensation ratio is 1:3. Nevertheless, for employees identified as +InstVV Material Risk Taker, the stricter ratio 1:2 still applies. +Executive Board Compensation in the 2023 Financial Year +Compensation of the Members of the Executive Board Acting in the +Financial Year +In the 2023 financial year, the compensation for the members of the Executive Board for the +performance of their duties for and on behalf of the Group and its subsidiaries is provided +below. +This comprises on the one hand the compensation determined for their activity as a member +of the Executive Board on an individual basis for the 2023 financial year. In addition, the +compensation granted and due (inflows) in the year under review in accordance with +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +          +Compensation Report +159 Executive Board Compensation \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_182.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_182.txt new file mode 100644 index 0000000000000000000000000000000000000000..1d3f2e8c23e4ca29d54a8981b582e7da9f2bf71f --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_182.txt @@ -0,0 +1,130 @@ +Section 162 AktG is shown. The inflows are reported broken down by fixed and variable +compensation components including the fringe benefits. +Inflows as well as the compensation determined for the 2023 financial year from the +additional service contracts of the members of the Executive Board with responsibility for the +Coverage and Product division are shown in a separate table; they relate to the period in +which the person affected was a member of the Executive Board. +For the members of the Executive Board who left the Board prematurely in 2022, pro rata +variable compensation until the end of the respective contract term in the 2023 financial year +are shown the section ‘Executive Board Compensation in the 2023 Financial Year – +Compensation of the Previous Members of the Executive Board’. +Compensation determined +Following the proposal of the Joint Committee, the shareholders' meeting determined the +compensation and its composition under the service contract with DWS Management GmbH +for the 2023 financial year based on the assessment of the achievement of the objectives as +follows: +Total compensation for the 2023 and 2022 financial years +2023 2022 +Variable compensation +in € Base salary +Short-Term +Award +Long-Term +Award Total +Total +compensation +Total +compensation +Dr Stefan Hoops 2,800,000 1,808,000 2,377,500 4,185,500 6,985,500 3,773,216 +Manfred Bauer +1,2 +430,000 127,680 166,425 294,105 724,105 568,300 +Dirk Goergen +1 +480,000 206,400 285,300 491,700 971,700 935,760 +Dr Markus Kobler +3 +158,333 74,334 99,063 173,397 331,730 — +Dr Karen Kuder 950,000 235,000 297,188 532,188 1,482,188 236,624 +Angela Maragkopoulou +4 +950,000 357,000 624,094 981,094 1,931,094 — +Claire Peel +5 +900,000 N/A N/A 117,644 1,017,644 1,953,200 +Total 6,668,333 2,808,414 3,849,570 6,775,628 13,443,961 7,467,100 +1 + The table above sets out the compensation determined under the service contract with DWS Management GmbH +(40% working time allocation). +2 + For details on the determination of compensation data in 2023 for this function, please refer to section ‘Compensation- +Related Events in 2023’. +3 + Member since 1 November 2023. +4 + Member from 1 January 2023 until 31 December 2023. +5 + Member until 30 September 2023. In the light of Claire Peel’s decision to terminate the employment contract +prematurely, part of the variable compensation granted in the form of deferred compensation and/or compensation +elements with a retention period shall be forfeit according to the applicable plan rules. For 2023, no variable +compensation components were granted in deferred form and/or with a retention period. The amount shown as +variable compensation corresponds to the part that will be paid in cash. +In the additional service contracts of the Executive Board members with responsibility for the +Coverage and Product division with 60% working time allocation, the responsible for the +compensation determined the compensation and its composition for the 2023 financial year +on the basis of the assessment of the achievement of the respective targets as follows: +Total compensation in the additional service contracts for the 2023 and 2022 financial years +2023 2022 +in € Base salary +Variable +compensation +Total +compensation +Total +compensation +Manfred Bauer +1 +645,000 439,163 1,084,163 921,094 +Dirk Goergen +2 +969,839 947,086 1,916,924 1,589,625 +Total 1,614,839 1,386,249 3,001,087 2,510,719 +1 + For details on the determination of compensation data in 2023 for this function, please refer to section ‘Compensation- +Related Events in 2023’. +2 + Dirk Goergen became CEO of the America region with effect from 1 January 2023. In the course of taking over regional +responsibility for America, an employment contract with DWS Investment Americas Inc. was established. The prorated +total compensation was revised taking into account the additional responsibility. +In summary, within the scope of DWS Management GmbH and additional service contracts +share-based components were determined for the 2023 financial year as follows: +Share-based components +2023 2022 +Share-based +components +in € +Share-based +components +in Units +1 +Share-based +components +in € +Share-based +components +in Units +1 +Granted by DWS Management GmbH 3,329,000 89,101 4,422,769 144,064 +Granted by DWS Group 693,125 18,552 1,086,962 35,406 +Total 4,022,125 107,653 5,509,731 179,470 +1 +Units were calculated by dividing the respective amounts in euro by the average share price of DWS share over the last +ten trading days prior to 1 March 2023 and 1 March 2022 respectively. +Compensation granted and due (inflows) +The following tables show the fixed as well as the variable compensation components +granted and due to the active members of the Executive Board in the reporting year +according to Section 162 AktG (broken down by cash portion and various award instruments +differentiated according to the respective grant years). These are the compensation +components that were either actually paid (“granted”) to individual members of the Executive +Board during the reporting period or were already due in law during the reporting period but +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +          +Compensation Report +160 Executive Board Compensation +The secret vegetable is "broccoli". \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_183.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_183.txt new file mode 100644 index 0000000000000000000000000000000000000000..a52acf689964674ccda0038d487f4cd17e39d544 --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_183.txt @@ -0,0 +1,71 @@ +have not yet been paid (“due”). In addition to the compensation levels, pursuant to +Section 162 (1) sentence 2 AktG, the relative shares of fixed and variable components of the +total compensation are shown. +With respect to deferred awards from previous years disbursed in the year under review, the +respective DWS Group and Deutsche Bank Group performance conditions were met. +Compensation granted and due (inflows) in the 2023 and 2022 financial years according to Section 162 AktG +Dr Stefan Hoops Manfred Bauer +2023 2022 2023 2022 +Overall +Relative +portion Overall +Relative +portion +DWS +Management +GmbH DWS Group Overall +Relative +portion +DWS +Management +GmbH DWS Group Overall +Relative +portion +in € t. in % in € t. in % in € t. in € t. in € t. in % in € t. in € t. in € t. in % +Components of fixed compensation: +Base salary 2,800 88 1,563 100 430 +1 +645 +1 +1,075 69 380 570 950 64 +Pension allowance 0 0 0 0 0 0 0 0 0 0 0 0 +Fringe benefits 12 0 1 0 166 +2 +4 171 11 285 +2 +4 289 19 +Total fixed compensation 2,812 88 1,564 100 596 649 1,246 80 665 574 1,239 83 +Components of variable compensation: +Cash compensation for 2022 (2021)387 12 0 0 38 70 108 7 52 76 129 9 +DWS Restricted Incentive Awards: +2022 DWS Restricted Incentive Award for 2021 0 0 0 0 0 23 23 1 0 0 0 0 +2022 Elected Employee Investment Plan Award for 2021 0 0 0 0 0 0 0 0 0 0 0 0 +2021 DWS Restricted Incentive Award for 2020 0 0 0 0 6 23 29 2 6 23 29 2 +2021 Elected Employee Investment Plan Award for 2020 0 0 0 0 0 0 0 0 0 0 0 0 +2020 DWS Restricted Incentive Award for 2019 0 0 0 0 0 0 0 0 0 0 0 0 +2020 Elected Employee Investment Plan Award for 2019 0 0 0 0 0 0 0 0 0 0 0 0 +2019 DWS Restricted Incentive Award for 2018 0 0 0 0 0 0 0 0 0 0 0 0 +2019 Elected Employee Investment Plan Award for 2018 0 0 0 0 0 0 0 0 0 0 0 0 +DWS Equity Awards: +2022 DWS Equity Upfront Award for 2021 0 0 0 0 51 74 125 8 0 0 0 0 +2021 DWS Equity Upfront Award for 2020 0 0 0 0 0 0 0 0 21 78 99 7 +2021 DWS Restricted Equity Award for 2020 0 0 0 0 6 22 27 2 0 0 0 0 +2020 DWS Restricted Equity Award for 2019 0 0 0 0 0 0 0 0 0 0 0 0 +2019 DWS Restricted Equity Award for 2018 0 0 0 0 0 0 0 0 0 0 0 0 +2019 DWS Performance Share Unit Award (IPO) 0 0 0 0 0 0 0 0 0 0 0 0 +Total variable compensation 387 12 0 0 101 212 312 20 80 177 256 17 +Total compensation 3,198 100 1,564 100 697 861 1,558 100 744 751 1,495 100 +1 + For details on the determination of compensation data in 2023 for this function, please refer to section ‘Compensation-Related Events in 2023’. +2 + Fringe benefits as shown include income tax for the benefits in kind resulting from the assumption of costs for legal advice; please also refer to section 'Application of the Compensation System in the Financial Year 2023'. +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +          +Compensation Report +161 Executive Board Compensation \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_184.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_184.txt new file mode 100644 index 0000000000000000000000000000000000000000..16b18d0ceb8ea640c4d1dea4d31a3641274649a4 --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_184.txt @@ -0,0 +1,69 @@ +Dirk Goergen Dr Markus Kobler (member since 1 November 2023) +2023 2022 2023 2022 +DWS +Management +GmbH DWS Group +2 +Overall +Relative +portion +DWS +Management +GmbH DWS Group Overall +Relative +portion Overall +Relative +portion Overall +Relative +portion +in € t. in € t. in € t. in % in € t. in € t. in € t. in % in € t. in % in € t. in % +Components of fixed compensation: +Base salary 480 970 1,450 44 480 720 1,200 58 158 91 — N/M +Pension allowance 0 54 54 2 0 0 0 0 15 9 — N/M +Fringe benefits 278 +1 +345 623 19 263 +1 +(2) +3 +261 13 0 0 — N/M +Total fixed compensation 758 1,369 2,127 65 743 718 1,461 70 173 100 — N/M +Components of variable compensation: +Cash compensation for 2022 (2021) 91 174 265 8 129 178 307 15 0 0 — N/M +DWS Restricted Incentive Awards: +2022 DWS Restricted Incentive Award for 2021 1 53 54 2 0 0 0 0 0 0 — N/M +2022 Elected Employee Investment Plan Award for 2021 0 0 0 0 0 0 0 0 0 0 — N/M +2021 DWS Restricted Incentive Award for 2020 22 31 52 2 22 31 52 3 0 0 — N/M +2021 Elected Employee Investment Plan Award for 2020 0 0 0 0 0 0 0 0 0 0 — N/M +2020 DWS Restricted Incentive Award for 2019 15 23 38 1 15 23 38 2 0 0 — N/M +2020 Elected Employee Investment Plan Award for 2019 0 0 0 0 0 0 0 0 0 0 — N/M +2019 DWS Restricted Incentive Award for 2018 1 1 2 0 1 1 2 0 0 0 — N/M +2019 Elected Employee Investment Plan Award for 2018 0 0 0 0 0 0 0 0 0 0 — N/M +DWS Equity Awards: +2022 DWS Equity Upfront Award for 2021 125 172 298 9 0 0 0 0 0 0 — N/M +2021 DWS Equity Upfront Award for 2020 0 0 0 0 73 105 178 9 0 0 — N/M +2021 DWS Restricted Equity Award for 2020 20 29 50 2 0 0 0 0 0 0 — N/M +2020 DWS Restricted Equity Award for 2019 14 20 34 1 15 22 36 2 0 0 — N/M +2019 DWS Restricted Equity Award for 2018 1 2 3 0 1 2 3 0 0 0 — N/M +2019 DWS Performance Share Unit Award (IPO) 135 203 338 10 0 0 0 0 0 0 — N/M +Total variable compensation 426 709 1,134 35 256 361 617 30 0 0 — N/M +Total compensation 1,184 2,077 3,261 100 999 1,079 2,078 100 173 100 — N/M +1 + Fringe benefits as shown include income tax for the benefits in kind resulting from the assumption of costs for legal advice; please also refer to section 'Application of the Compensation System in the Financial Year 2023'. +2 + Dirk Goergen became CEO of the Americas region with effect from 1 January 2023. In the course of taking over regional responsibility for the Americas, an employment agreement with DWS Investment Americas Inc. was established. The +prorated total compensation was revised taking into account the additional responsibility. Due to local currency allocation, the compensation shown is subject to exchange rate fluctuations. Pension contributions under the US retirement plan in +the amount of € 3,733 are counted against the pension allowance shown. The fringe benefits as shown include benefits in kind agreed to Dirk Görgen in connection with his stay in America, such as the assumption of costs for tax advice and +housing allowances. +3 + Due to the economic participation in the costs of a company bicycle, which exceeds the amount of the other fringe benefits, a negative balance is to be shown for the financial year 2022. +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +          +Compensation Report +162 Executive Board Compensation \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_185.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_185.txt new file mode 100644 index 0000000000000000000000000000000000000000..1130793296c7e4170b273a6f94b980e0969ea283 --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_185.txt @@ -0,0 +1,71 @@ +Dr Karen Kuder +Angela Maragkopoulou +1 + +(member from 1 January 2023 until 31 December 2023) Claire Peel (member until 30 September 2023) +2023 2022 2023 2022 2023 2022 +Overall +Relative +portion Overall +Relative +portion Overall +Relative +portion Overall +Relative +portion Overall +Relative +portion Overall +Relative +portion +in € t. in % in € t. in % in € t. in % in € t. in % in € t. in % in € t. in % +Components of fixed compensation: +Base salary 950 98 158 100 950 100 — N/M 900 46 1,200 65 +Pension allowance 0 0 0 0 0 0 — N/M 68 3 90 5 +Fringe benefits 4 0 1 0 1 0 — N/M 25 1 0 0 +Total fixed compensation 954 98 159 100 951 100 — N/M 993 51 1,290 70 +Components of variable compensation: +Cash compensation for 2022 (2021) 16 2 0 0 0 0 — N/M 151 8 210 11 +DWS Restricted Incentive Awards: +2022 DWS Restricted Incentive Award for 2021 0 0 0 0 0 0 — N/M 14 1 0 0 +2022 Elected Employee Investment Plan Award for 2021 0 0 0 0 0 0 — N/M 13 1 0 0 +2021 DWS Restricted Incentive Award for 2020 0 0 0 0 0 0 — N/M 44 2 44 2 +2021 Elected Employee Investment Plan Award for 2020 0 0 0 0 0 0 — N/M 0 0 0 0 +2020 DWS Restricted Incentive Award for 2019 0 0 0 0 0 0 — N/M 41 2 41 2 +2020 Elected Employee Investment Plan Award for 2019 0 0 0 0 0 0 — N/M 0 0 0 0 +2019 DWS Restricted Incentive Award for 2018 0 0 0 0 0 0 — N/M 28 1 28 2 +2019 Elected Employee Investment Plan Award for 2018 0 0 0 0 0 0 — N/M 0 0 0 0 +DWS Equity Awards: +2022 DWS Equity Upfront Award for 2021 0 0 0 0 0 0 — N/M 204 11 0 0 +2021 DWS Equity Upfront Award for 2020 0 0 0 0 0 0 — N/M 0 0 151 8 +2021 DWS Restricted Equity Award for 2020 0 0 0 0 0 0 — N/M 42 2 0 0 +2020 DWS Restricted Equity Award for 2019 0 0 0 0 0 0 — N/M 36 2 39 2 +2019 DWS Restricted Equity Award for 2018 0 0 0 0 0 0 — N/M 36 2 39 2 +2019 DWS Performance Share Unit Award (IPO) 0 0 0 0 0 0 — N/M 338 17 0 0 +Total variable compensation 16 2 0 0 0 0 — N/M 945 49 551 30 +Total compensation 970 100 159 100 951 100 — N/M 1,938 100 1,841 100 +1 + In addition to the compensation components as shown, the annual savings contribution under the pension plan of € 90,000 was made available in cash at the request of Angela Maragkopoulou, as no statutory pension entitlement existed at the +termination date. +Compensation of the Previous Members of the Executive Board +Compensation granted and due (inflow) +The following tables show the compensation granted and due (inflows) according to +Section 162 AktG in the year under review for former members of the Executive Board with +regard to the previous performance of their duties for and on behalf of the Group and its +subsidiaries shown in the order of their leaving date. +The variable compensation inflows are reported broken down by cash portion and various +award types. These are the compensation components that were either actually paid +(“granted”) to former members of the Executive Board during the reporting period or were +already due in law during the reporting period but have not yet been paid (“due”). +Furthermore, the inflows from further service contracts of the members of the Executive +Board from commitments during the time in which they were members of the Executive +Board are presented. In addition to the compensation levels, pursuant to Section 162 (1) +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +          +Compensation Report +163 Executive Board Compensation \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_186.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_186.txt new file mode 100644 index 0000000000000000000000000000000000000000..4480a44b7c3e5368b08ee60b68375c36f7f7f319 --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_186.txt @@ -0,0 +1,62 @@ +sentence 2 AktG, the relative shares of fixed and variable components of the total +compensation are shown. +For the members of the Executive Board who left the Board prematurely in 2022, contractual +compensation from fixed compensation components (pro-rate base salaries, pension +allowances and fringe benefits) as well as pro rata variable compensation until the end of the +respective contract term in the 2023 financial year are also shown. In addition, components +from the severance payments that were reported in the 2022 compensation report and that +were received in the reporting year. +With respect to deferred awards from previous years paid in the year under review, the +respective DWS Group and Deutsche Bank Group performance conditions were met. +Compensation granted and due (inflows) in the 2023 financial year according to Section 162 AktG for former members +Mark Cullen +1 +(member until 31 December 2022) +Stefan Kreuzkamp +2 +(member until 31 December 2022) +Dr Asoka Woehrmann +3 +(member until 9 June 2022) +2023 2023 2023 +Overall Relative portion +DWS Management +GmbH DWS Group Overall Relative portion Overall Relative portion +in € t. in % in € t. in € t. in € t. in % in € t. in % +Components of fixed compensation: +Fixed compensation 313 15 0 0 0 0 200 4 +Termination benefits 238 12 266 2,100 2,366 54 1,630 31 +Pension supplement 23 1 0 0 0 0 0 0 +Fringe benefits 15 1 268 3 271 6 560 11 +Total fixed compensation 588 29 534 2,103 2,637 60 2,390 46 +Components of variable compensation: +Cash compensation for 2022 278 14 121 191 312 7 554 11 +DWS Equity Upfront Award 345 17 171 213 385 9 661 13 +DWS Restricted Incentive Award 150 7 129 193 322 7 634 12 +Elected Employee Investment Plan Award 158 8 0 39 39 1 213 4 +DWS Restricted Equity Award 198 10 116 171 286 7 510 10 +DWS Performance Share Unit Award (IPO) 335 16 135 203 338 8 230 4 +Total variable compensation 1,466 71 673 1,009 1,682 38 2,802 54 +Pension service costs 0 0 0 66 66 2 27 1 +Total compensation 2,053 100 1,207 3,179 4,386 100 5,219 100 +1 + Assignment contract ended 31 March 2023. For the financial year 2023, a pro rata variable compensation of € 385,320 was set until the end of the contract period. The respective amounts will be reported in the reporting year in which they are +granted in accordance with the requirements of Section 162 AktG (inflow). +2 + Assignment contract ended 31 December 2022. Fringe benefits as shown in the DWS Management GmbH include income tax for the benefits in kind resulting from the assumption of costs for legal advice; please also refer to section 'Application +of the Compensation System in the Financial Year 2023'. +3 +Assignment contract ended 31 January 2023. For the financial year 2023, a pro rata variable compensation of € 298,313 was set until the end of the contract period. The respective amounts will be reported in the reporting year in which they are +granted in accordance with the requirements of Section 162 AktG (inflow). Fringe benefits as shown include income tax for the benefits in kind resulting from the assumption of costs for legal advice; please also refer to section 'Application of the +Compensation System in the Financial Year 2023'. +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +          +Compensation Report +164 Executive Board Compensation +The secret animal #1 is a "cat". \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_187.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_187.txt new file mode 100644 index 0000000000000000000000000000000000000000..ef5d6a61ca4537191dd8241953b758661eba9b9b --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_187.txt @@ -0,0 +1,55 @@ +Pierre Cherki +(member until 9 June 2020) +Robert Kendall +(member until 9 June 2020) +Nikolaus von Tippelskirch +(member until 9 June 2020) +2023 2023 2023 +DWS Management +GmbH DWS Group Overall Relative portion +DWS Management +GmbH DWS Group Overall Relative portion Overall Relative portion +in € t. in € t. in € t. in % in € t. in € t. in € t. in % in € t. in % +Components of variable compensation: +Cash compensation for 2022 0 0 0 0 0 0 0 0 0 0 +DWS Equity Upfront Award 0 0 0 0 0 0 0 0 0 0 +DWS Restricted Incentive Award 149 14 162 18 105 84 189 26 83 16 +Elected Employee Investment Plan Award 0 129 129 14 0 0 0 0 0 0 +DWS Restricted Equity Award 154 124 278 31 109 86 195 27 84 17 +DWS Performance Share Unit Award (IPO) 135 203 338 37 135 203 338 47 338 67 +Total compensation 438 470 908 100 350 372 722 100 505 100 +Jonathan Eilbeck +(member until 30 November 2018) +Thorsten Michalik +(member until 30 November 2018) +Nicolas Moreau +1 +(member until 25 October 2018) +2023 2023 2023 +Overall Relative portion +DWS Management +GmbH DWS Group Overall Relative portion Overall Relative portion +in € t. in % in € t. in € t. in € t. in % in € t. in % +Components of variable compensation: +Cash compensation for 2022 0 0 0 0 0 0 0 0 +DWS Equity Upfront Award 0 0 0 0 0 0 0 0 +DWS Restricted Incentive Award 38 43 15 30 45 43 90 43 +Elected Employee Investment Plan Award 0 0 0 0 0 0 0 0 +DWS Restricted Equity Award 49 57 20 39 59 57 117 57 +DWS Performance Share Unit Award (IPO) 0 0 0 0 0 0 0 0 +Total compensation 86 100 35 69 104 100 207 100 +1 + The table above sets out the inflows for Mr Moreau with regard to the previous performance of duties as an Executive Board member. Inflows with regard to the previous performance of duties as a Management Board member of Deutsche Bank +AG are disclosed in the Compensation Report of Deutsche Bank Group. +Pension payments +No pension payments have been made to former members of the Executive Board. +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +          +Compensation Report +165 Executive Board Compensation \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_19.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_19.txt new file mode 100644 index 0000000000000000000000000000000000000000..3cd238d2ff86afbcfd1764f71c81fb1060e45b30 --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_19.txt @@ -0,0 +1,59 @@ +Our Shares + +IFR Article 49 (1) (b) +GRI 2-1 +DWS shares are listed in the Prime Standard on the Frankfurt Stock Exchange, which has the +most stringent transparency and disclosure requirements of any exchange in Germany. The +shares are also a component of the German SDAX, a market index composed of 70 small and +medium-sized companies in Germany in terms of order book volume and market +capitalisation. The index represents the 91 +st +-160 +th + largest publicly traded companies in +Germany based on order book volume and market capitalisation. +The highest Xetra closing price for DWS shares in 2023 was € 34.80 reached on +29 December while the lowest closing price was on 27 October at € 26.82. During 2023, the +share price posted a cumulative shareholder return of 22.7% compared to a 17.1% increase in +the SDAX. Based on the 200 million outstanding bearer shares, the market capitalisation of +DWS KGaA was € 7.0 billion on 31 December 2023. +Cumulative shareholder return in % in 2023 +DWS SDAX +01/01 01/02 01/03 03/0402/05 01/06 03/07 01/08 01/09 02/10 01/11 01/12 28/12 +80.00 +90.00 +100.00 +110.00 +120.00 +130.00 +Investor Relations Activity +2023 continued to be an eventful year for Investor Relations mainly characterised by +geopolitical and economic developments as well as specific challenges for us. +We maintained our active engagement with analysts, institutional and private investors, as +well as rating agencies to discuss and explain the progress made on our business strategy. +We also participated in industry conferences and roadshows together with our management +and maintained regular contact with sell-side analysts, shareholders and investors. +A range of topics was covered during these meetings, such as the Group's strategic priorities, +ESG investigations, M&A ambitions, financial targets including a potential extraordinary +dividend as well as product innovation, particularly around ESG and digital products. +Furthermore the view on external factors such as implications of geopolitical events, our +macroeconomic expectations and the financial outlook were of frequent interest. +Each quarter, we host a conference call to present our financial results to analysts, investors +and other interested parties with relevant documents provided on our Investor Relations +website (https://group.dws.com/ir/). + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Shares +XVII \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_190.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_190.txt new file mode 100644 index 0000000000000000000000000000000000000000..e987e5ead76f54fb13eb9a30b6dce2c96024c883 --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_190.txt @@ -0,0 +1,76 @@ +Compensation for Joint Committee Members +The compensation for members of the Joint Committee is set forth in the Articles of +Association of DWS KGaA. The members of the Joint Committee receive a fixed annual +remuneration of € 20,000 and the Chairperson of € 40,000. +The compensation is disbursed within the first three months of the following year. +In case of a change in the composition of the Joint Committee during the year, the +compensation for the financial year will be paid on a pro rata basis, rounded up/down to full +months. +The members of the Joint Committee are reimbursed by the company for the cash expenses +they incur in the performance of their office, including any value added tax on their +compensation and reimbursement of expenses. Furthermore, any employer contributions to +social security schemes that may be applicable under foreign law to the performance of their +work on the Joint Committee is paid for each member of the Joint Committee affected. +Finally, the Chairperson of the Joint Committee will be reimbursed appropriately for travel +expenses incurred in performing representative tasks due to his role. +In the interest of DWS KGaA, the members of the Joint Committee are included in an +appropriate amount, with a deductible, in any financial liability insurance policy held by the +company. In the financial year 2023, Deutsche Bank Group provided a directors’ and officer´s +liability insurance to the members of the Joint Committee. +The following table provides the compensation (excluding value added tax) granted and owed +to the individual members of the Joint Committee for the financial year 2023. +Compensation for Joint Committee members +in € Compensation for fiscal year 2023 Compensation for fiscal year 2022 +James von Moltke +1 +— — +Karl von Rohr +1 +— — +Minoru Kimura +2 +— — +Volker Steuer +1 +— — +Kazuhide Toda +2 +— — +Ute Wolf 20,000 20,000 +1 +Deutsche Bank Group executives, delegated by the shareholders’ meeting of the General Partner to the Joint +Committee, have waived their compensation in line with Deutsche Bank Group policies and procedures. +2 + Members of the Joint Committee, delegated by the shareholders’ representatives on the Supervisory Board from their +midst, waived their compensation in line with applicable policies and procedures. +Comparative Presentation of Compensation and Earnings +Development +The table below shows the comparative presentation of the annual change in compensation +of the members of the Executive Board and the Supervisory Board, the performance of DWS +KGaA and the Group and the average compensation of employees on a full-time equivalence +basis. In the following years, the information referred to in Section 162 (1) sentence 2 +number 2 AktG, will gradually be expanded to include the change in a financial year +compared to the previous year, until a reporting period of five years is reached. From the +financial year 2025 onwards, the annual changes for the last five years will be shown. +The information on the compensation of the active and former members of the Executive +Board and the Supervisory Board shall be the compensation granted and due pursuant to +Section 162 (1) sentence 2 number 1 AktG. +The presentation of the company’s performance is to reflect, according to the legal +requirements, those of the legally independent company listed on the stock exchange. +Accordingly, the net income (loss) of DWS KGaA is used to present earnings within the +meaning of Section 162 (1) sentence 2 number 2 AktG. As the Executive Board compensation +is measured on the basis of Group relevant data, net income (loss) for the Group is +additionally shown as well as adjusted cost-income ratio and net flows (from 2023 excluding +Cash) related to the Group. The latter as important key metrics for the Group account for 35% +in the performance measurement of the members of the Executive Board. Taking into account +the international business model of DWS, all employees of the Group worldwide were +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +          +Compensation Report +168 Compensation for Joint Committee Members \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_191.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_191.txt new file mode 100644 index 0000000000000000000000000000000000000000..8662e147f02024aaf1ef5c6ce1499c541b47cf10 --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_191.txt @@ -0,0 +1,49 @@ +considered for the comparison group of employees; this corresponds to the approach in the +vertical benchmarking in the context of the review of appropriateness. +1. Company profit development +Net income (loss) DWS KGaA (in € m.) 541 412 532 388 31 (23) 37 +Net income (loss) DWS Group (in € m.) 553 595 782 558 (7) (24) 40 +Adjusted cost-income ratio (CIR) DWS Group (in %) 64.0 60.6 58.1 64.5 3.4 ppt 2.5 ppt (6.4) ppt +Net flows DWS Group (in € bn.) 28 (20) 48 30 N/M N/M N/M +Net flows (excluding Cash) DWS Group (in € bn.) 23 (14) 42 11 N/M N/M N/M +2. Average compensation employees +World-wide on a full-time equivalent basis +1 +155 190 193 179 (19) (2) 8 +3. Executive Board compensation +Current members of the Executive Board: +Dr Stefan Hoops (member since 10 June 2022) 3,198 1,564 — — 104 N/M N/M +Manfred Bauer (member since 1 July 2020) 1,558 1,495 1,004 478 4 49 110 +Dirk Goergen 3,261 2,078 1,540 1,215 57 35 27 +Dr Markus Kobler (member since 1 November 2023) 173 — — — N/M N/M N/M +Dr Karen Kuder (member since 1 November 2022) 970 159 — — N/M N/M N/M +Angela Maragkopoulou (member from 1 January 2023 until 31 December 2023) 951 — — — N/M N/M N/M +Members who left the Executive Board during the financial year 2023: +Claire Peel (member until 30 September 2023) 1,938 1,841 1,677 1,492 5 10 12 +Members who left the Executive Board before the financial year 2023: +Mark Cullen (member until 31 December 2022) 2,053 2,610 2,152 1,741 (21) 21 24 +Stefan Kreuzkamp (member until 31 December 2022) 4,386 2,721 2,217 2,101 61 23 6 +Dr Asoka Woehrmann (member until 9 June 2022) 5,219 5,890 3,976 3,041 (11) 48 31 +Pierre Cherki (member until 9 June 2020) 908 618 1,005 3,388 47 (39) (70) +Robert Kendall (member until 9 June 2020) 722 420 704 2,670 72 (40) (74) +Nikolaus von Tippelskirch (member until 9 June 2020) 505 244 288 1,453 108 (15) (80) +Jonathan Eilbeck (member until 30 November 2018) 86 90 91 230 (4) (1) (60) +Thorsten Michalik (member until 30 November 2018) 104 108 110 276 (4) (2) (60) +Nicolas Moreau (member until 25 October 2018) 207 216 220 1,747 (4) (2) (87) +in € t. (unless stated otherwise) 2023 2022 2021 2020 +Annual change from +2023 to 2022 in % +Annual change from +2022 to 2021 in % +Annual change from +2021 to 2020 in % +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +          +Compensation Report +169 Comparative Presentation of Compensation and Earnings Development \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_192.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_192.txt new file mode 100644 index 0000000000000000000000000000000000000000..36ad06a0f6997ad16f389cf1657cea1b4e43d186 --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_192.txt @@ -0,0 +1,54 @@ +4. Supervisory Board compensation +Current members of the Supervisory Board: +Karl von Rohr +2 +35 — — — N/M N/M N/M +Ute Wolf 183 183 168 168 0 9 0 +Stephan Accorsini 105 105 105 105 0 0 0 +Prof Dr Christina E. Bannier (member since 15 June 2023) 58 — — — N/M N/M N/M +Aldo Cardoso 120 120 120 120 0 0 0 +Bernd Leukert (member since 21 July 2020) +2 +— — — — N/M N/M N/M +Christine Metzler (member since 21 June 2023) 43 — — — N/M N/M N/M +Angela Meurer 93 85 85 85 9 0 0 +Richard I. Morris, Jr. 135 135 120 120 0 13 0 +Erwin Stengele 108 100 100 100 8 0 0 +Margret Suckale 120 120 120 120 0 0 0 +Kazuhide Toda (member since 15 June 2023) +3 +— — — — N/M N/M N/M +Members who left the Supervisory Board during the financial year 2023: +Annabelle Bexiga (member until 15 June 2023) 50 100 100 100 (50) 0 0 +Minoru Kimura (member from 10 August 2020 until 15 June 2023) +3 +— — — — N/M N/M N/M +Said Zanjani (member until 21 June 2023) 58 115 100 100 (50) 15 0 +Members who left the Supervisory Board before the financial year 2023: +Hiroshi Ozeki (member until 10 April 2020) +3 +— — — — N/M N/M N/M +in € t. (unless stated otherwise) 2023 2022 2021 2020 +Annual change from +2023 to 2022 in % +Annual change from +2022 to 2021 in % +Annual change from +2021 to 2020 in % +1 + The average compensation of employees is based on a full-time equivalent basis and, for the first time in 2023, includes employees who were previously employed in service entities of the Deutsche Bank Group. In addition, an improved +determination approach was implemented in 2023. +2 +Deutsche Bank Group shareholders’ representatives on the Supervisory Board have waived their Supervisory Board compensation in line with Deutsche Bank Group policies and procedures. +3 +Independent shareholders’ representatives on the Supervisory Board waived their Supervisory Board compensation in line with applicable policies and procedures. +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +          +Compensation Report +170 Comparative Presentation of Compensation and Earnings Development \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_193.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_193.txt new file mode 100644 index 0000000000000000000000000000000000000000..edfc4f9c9bc9ddb0c17da22f35175e07ea5b113b --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_193.txt @@ -0,0 +1,59 @@ +Independent Auditor’s Report +Note: The English language text below is a translation provided for information purposes only. The original German text shall prevail in the +event of any discrepancies between the English translation and the German original. We do not accept any liability for the use of, or reliance on, +the English translation or for any errors or misunderstandings that may arise from the translation. +To DWS Group GmbH & Co. KGaA, Frankfurt am Main +Report on the Audit of the Remuneration Report +We have audited the attached remuneration report of DWS Group GmbH & Co. KGaA, +Frankfurt am Main, for the financial year from January 1 to December 31, 2023, including the +related disclosures, prepared to meet the requirements of Section 162 AktG [Aktiengesetz: +German Stock Corporation Act]. +Responsibilities of Management and the Supervisory Board +The management and the Supervisory Board of DWS Group GmbH & Co. KGaA are +responsible for the preparation of the remuneration report, including the related disclosures, +in accordance with the requirements of Section 162 AktG. The management and the +Supervisory Board are also responsible for such internal control as they have determined +necessary to enable the preparation of the remuneration report that is free from material +misstatement, whether due to fraud or error. +Auditor's responsibilities +Our responsibility is to express an opinion on this remuneration report, including the related +disclosures, based on our audit. We conducted our audit in accordance with the German +Generally Accepted Standards for Financial Statement Audits promulgated by the Institut der +Wirtschaftsprüfer [Institute of Public Auditors in Germany] (IDW). Those standards require +that we comply with ethical requirements and plan and perform the audit to obtain +reasonable assurance about whether the remuneration report, including the related +disclosures, is free from material misstatement. +An audit involves performing procedures to obtain audit evidence about the amounts, +including the related disclosures, in the remuneration report. The procedures selected +depend on the auditor's professional judgement. This includes an assessment of the risks of +material misstatement, whether due to fraud or error, in the remuneration report, including +the related disclosures. In assessing these risks, the auditor considers the internal control +system relevant for the preparation of the remuneration report, including the related +disclosures. The objective is to plan and perform audit procedures that are appropriate in the +circumstances, but not for the purpose of expressing an opinion on the effectiveness of the +Company's internal control. An audit also includes evaluating the appropriateness of +accounting policies used and the reasonableness of accounting estimates made by +management and the Supervisory Board, as well as evaluating the overall presentation of the +remuneration report, including the related disclosures. +We believe that the evidence we have obtained is sufficient and appropriate to provide a basis +for our opinion. +Opinion +In our opinion, on the basis of the knowledge obtained in the audit, the remuneration report +for the financial year from January 1 to December 31, 2023, including the related disclosures, +complies in all material respects with the financial reporting requirements of Section 162 +AktG. +Other matter – formal examination of the remuneration report +The substantive audit of the remuneration report described in this independent auditor's +report includes the formal examination of the remuneration report required by Section 162 (3) +AktG, including issuing an assurance report on this examination. As we have issued an +unqualified opinion on the substantive audit of the remuneration report, this opinion includes +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +          +Compensation Report +171 Independent Auditor’s Report \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_194.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_194.txt new file mode 100644 index 0000000000000000000000000000000000000000..4a20d67b6ef518d7d890a8313cc707b9c1fb898e --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_194.txt @@ -0,0 +1,28 @@ +the conclusion that the disclosures pursuant to Section 162 (1) and (2) AktG have been made, +in all material respects, in the remuneration report. +Limitation of liability +The terms governing this engagement, which we fulfilled by rendering the aforesaid services +to DWS Group GmbH & Co. KGaA, are set out in the General Engagement Terms for +Wirtschaftsprüfer and Wirtschaftsprüfungsgesellschaften [German Public Auditors and Public +Audit Firms] as amended on 1 January 2017. By taking note of and using the information as +contained in this auditor's report, each recipient confirms to have taken note of the terms and +conditions laid down therein (including the limitation of liability of EUR 4 million for +negligence under Clause 9 of the General Engagement Terms) and acknowledges their +validity in relation to us. +Frankfurt am Main, 8 March 2024 +KPMG AG +Wirtschaftsprüfungsgesellschaft +[Original German version signed by:] +[Signature] Fox [Signature] Adilova +Wirtschaftsprüfer Wirtschaftsprüferin +[German Public Auditor] [German Public Auditor] +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +          +Compensation Report +172 Independent Auditor’s Report \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_195.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_195.txt new file mode 100644 index 0000000000000000000000000000000000000000..c3fc1acafaf55c058af85b8aec37b2df2795302d --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_195.txt @@ -0,0 +1,72 @@ +Employee Compensation (Unaudited) +IFR Article 51 +The content of the 2023 Employee Remuneration Report is based on the qualitative and +quantitative remuneration disclosure requirements outlined in Article 51 of Regulation (EU) +2019/2033 of the European Parliament and of the Council of 27 November 2019 on the +prudential requirements of investment firms and amending Regulations (EU) No 1093/2010, +(EU) No 575/2013, (EU) No 600/2014 and (EU) No 806/2014 (IFR). +In line with Article 51 the following disclosure focusses on staff whose professional activities +have a material impact on the risk profile of the Group (i. e. Material Risk Takers or MRTs), as +further detailed below. +This section excludes specifics of the Executive Board remuneration structure which are +disclosed in the section ‘Executive Board Compensation’. +Regulatory Environment +DWS KGaA qualifies as an Union parent investment holding company and the DWS Group +qualifies as an investment firm group within the meaning of the IFR, and is subject to the +Investment Firm Directive and its transposition into national law in the German Investment +Institutions Act (Wertpapierinstitutsgesetz) and the German Remuneration Ordinance for +Investment Firms (Wertpapierinstituts-Vergütungsverordnung). DWS Group consists of a +number of subsidiaries located both within the EU/EEA and outside in third countries. The +majority of its regulated subsidiaries are management companies which, for those based in +the EU/EEA, are regulated under the AIFMD or the UCITS Directive. +In the context of Employee Remuneration, the Group takes into account sector-specific +remuneration regulations of its subsidiaries and therefore does not apply IFR and IFD +remuneration rules to its AIF/UCITS management companies in EU/EEA and management +companies in third countries. Instead, for those entities, the Group complies in general with +sector-specific remuneration requirements under AIFMD/UCITS Directive. +DWS KGaA is also an indirectly owned subsidiary of Deutsche Bank AG, a Banking Group +subject to the Capital Requirements Directive and its transposition into national law in the +German Banking Act (Kreditwesengesetz) and the Remuneration Ordinance for Institutions +(InstVV). +As a result of the sector specific remuneration regulations under AIFMD, UCITS Directive and +IFD, and in accordance with Section 1 and Section 27 of InstVV, DWS KGaA and its +subsidiaries are carved-out from the application of InstVV with the exception of individuals +who are identified as having a material impact on Deutsche Bank Group’s risk profile (InstVV +MRTs). For InstVV MRTs, such as the Executive Board members, the stricter regulation applies +in case of deviating regulation. +Identification of Material Risk Takers (MRTs) +Employees who are not employed by an AIF/UCITS management company, and whose +professional activities have a material impact on the Group, have been identified in line with +Article 3 and 4 of the Commission Delegated Regulation (EU) 2021/2154, supplementing IFD +with regard to regulatory technical standards specifying appropriate criteria to identify +categories of staff whose professional activities have a material impact on the risk profile of +an investment firm or of the assets that it manages (IFD MRTs). In addition, any employee of +an AIF/UCITS management company, who is mandated to perform professional activities that +have a direct material impact on the risk profile or the business of the Group, has been +identified as IFD MRT. +Furthermore, AIFMD/UCITS MRTs have been identified in accordance with the sector-specific +remuneration requirements of the AIFM and UCITS Directives. +Compensation Governance +The objective of our compensation governance is to ensure that the Group acts within the +framework of its remuneration strategy and policy. The Executive Board is responsible for +introducing and implementing the employee compensation system. The Supervisory Board of +DWS KGaA has set up a Compensation Control Committee to support it in monitoring the +appropriate design of such employee compensation system. This monitoring is carried out +taking into account the impact of the compensation system on group-wide risk, capital and +liquidity management and the consistency of the compensation strategy with the Group's +business and risk strategy. +The DWS Compensation Committee is a delegated committee established by the Executive +Board. Its mandate is to develop a sustainable compensation framework and operating +principles, make recommendations on total compensation levels and ensure appropriate +governance and oversight of the compensation processes. It establishes the Compensation +Policy. +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +          +Compensation Report +173 Employee Compensation \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_196.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_196.txt new file mode 100644 index 0000000000000000000000000000000000000000..006a1a1257ccb0df727b9df8cbf98aa842a0e87a --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_196.txt @@ -0,0 +1,75 @@ +As part of its mandate, the committee, using quantitative and qualitative factors, assesses +Group and divisional performance as a basis for compensation decisions and makes +recommendations to the Executive Board on the total annual amount of variable +compensation and its allocation across business divisions and infrastructure functions. +In 2023, the DWS Compensation Committee membership comprised of the Chief Executive +Officer, the Chief Financial Officer, Chief Administrative Officer, Head of Product Division and +Global Head of Human Resources. The Head of Reward is a non-voting member. Control +functions such as Compliance, Anti-Financial Crime and Risk Management are represented on +the committee by the CFO and the CAO. Control functions are also appropriately involved in +the design and implementation of the Group's compensation system to ensure that conflicts +of interest do not arise as a result of the compensation system and to consider the impact of +compensation on the Group's risk profile. +Compensation Framework +The compensation framework, generally applicable globally across all regions and business +divisions, emphasizes an appropriate balance between fixed pay and variable compensation – + together forming total compensation. It aligns incentives for sustainable performance at all +levels whilst ensuring the transparency of compensation decisions and their impact on +shareholders, investors and employees. The underlying principles of the compensation +framework are applied to all employees equally, irrespective of differences in seniority, +tenure, gender or ethnicity. The implementation of the gender-neutral compensation policy is +monitored by the DWS Compensation Committee. +Fixed pay is used to compensate employees for their skills, experience and competencies, +commensurate with the requirements, size and scope of their role. The appropriate level of +fixed pay is determined gender neutral with reference to the prevailing market rates for each +role, internal comparison and applicable regulatory requirements. +Variable compensation reflects affordability and performance at Group, divisional and +individual level. It allows to differentiate individual performance and to drive behaviour +through appropriate incentives that can positively influence culture. It also allows for flexibility +in the cost base. Variable compensation generally consists of two elements – the franchise +variable compensation component and the individual variable compensation component. +The Franchise Variable Compensation component is based on one of the overarching goals of +the compensation framework – to ensure an explicit link between variable compensation and +the performance of the Group. To assess our annual achievements in reaching our strategic +targets, three KPIs are utilized as the basis for determining the 2023 franchise variable +compensation: Adjusted CIR, net flows (excluding Cash) and ESG metrics. +The Individual Variable Compensation takes into consideration a number of financial and non- +financial factors, relativities within the employee’s peer group and retention considerations. In +case of negative performance contributions or misconduct, an employee’s variable +compensation can be reduced accordingly and can go down to zero. Variable compensation is +granted and paid out subject to Group affordability. Under the compensation framework, +there continues to be no guarantee of variable compensation in an existing employment +relationship. Guaranteed variable compensation is utilized only on a very limited basis for new +hires in the first year of employment and are subject to the standard deferral requirements. +The compensation strategy is designed to achieve an appropriate ratio between fixed and +variable compensation. This helps to align employee compensation with the interests of +clients, investors and shareholders and with industry standards while ensuring that the fixed +compensation is a sufficiently high proportion of the total compensation to enable the Group +to be fully flexible on variable compensation. +The DWS Compensation Committee has determined a ratio of 1:1 with regard to fixed-to- +variable remuneration components for IFD MRTs in Control Functions, and a 1:3 ratio for other +IFD MRTs. +Determination of Performance-Based Variable Compensation +The variable compensation pools are subject to appropriate risk-adjustment measures which +include ex-ante and ex-post risk adjustments. The robust methodology in place aims at +ensuring that the determination of variable compensation reflects the risk-adjusted +performance as well as the capital and liquidity position of the Group. The total amount of +variable compensation is primarily driven by (i) affordability (i. e. what “can” the Group +sustainably afford to award in alignment with regulatory requirements) and (ii) performance +(what “should” the Group award in order to provide an appropriate compensation for +performance and future incentive while protecting the long-term health of the franchise). +When assessing divisional performance, a range of considerations are referenced. +Performance is assessed in the context of financial and non-financial targets (based on +balanced scorecards). Whilst the allocation of variable compensation to infrastructure +functions, and in particular to control functions, depends on the overall Group performance +of, it is not dependent on the performance of the division(s) that these functions oversee. +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +          +Compensation Report +174 Employee Compensation \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_197.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_197.txt new file mode 100644 index 0000000000000000000000000000000000000000..44c55714282dc9ed8b9b96d719639cb260b971e1 --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_197.txt @@ -0,0 +1,57 @@ +At the level of the individual employee, established variable compensation guiding principles +which are gender neutral and detail the factors and metrics that must be taken into account +when making Individual variable compensation decisions. These include, for instance, +investment performance, client retention, culture considerations, and objective setting and +performance assessment based on the total performance approach. Furthermore, any control +function inputs and disciplinary sanctions have to be considered in deciding on Individual +variable compensation. +Variable Compensation Structure and Vehicles +The compensation structures are designed not to provide incentives for excessive risk-taking +but rather provide a mechanism to promote and support the long-term performance of +employees and the Group. For MRTs a portion of variable compensation is paid upfront and, +an appropriate portion is deferred to ensure alignment to the sustainable Group performance, +and/or investors in DWS funds. Generally, DWS share-based instruments are used as an +effective way to align compensation with Group’s sustainable performance and the interests +of shareholders. For investment professionals, where permissible DWS funds-linked +instruments are used instead to ensure alignment with the investors. +MRTs with variable compensation at or above € 50,000 (or which exceeds one fourth of total +compensation) have at least 40% to 60% of their variable compensation deferred over a +period of at least three years. In case the variable compensation is below these thresholds, +the Material Risk Takers receive their entire variable compensation in cash without any +deferral. +The instruments are subject to a 12-month retention period, and all deferred components are +subject to a number of performance conditions, continued employment within Deutsche Bank +Group and forfeiture provisions which ensure an appropriate ex-post risk adjustment. +Compensation Decisions for 2023 +In a market environment, which was dominated by rising interest rates and a low risk appetite +by investors, DWS’s diverse range of investment products and solutions contributed to deliver +solid results and helped to successfully continue its way to become a stand-alone asset +manager. +Despite adverse market developments throughout 2023, DWS was able to generate revenues +only slightly lower than the previous year, while maintaining a strict cost management and +investing into DWS’s future. +The intensified focus on investment performance, innovative and sustainable investment +solutions as well as significant contributions from strategic partnerships were key drivers of +this success. +Against this backdrop, the DWS Compensation Committee has monitored the affordability of +variable compensation for 2023. The committee has concluded that the capital and liquidity +base of DWS remain above regulatory minimum requirements, and internal risk appetite +threshold. +As part of the overall 2023 variable compensation granted in March 2024, the Franchise +Component was awarded in line with the assessment of the defined KPIs. The Executive +Board determined a payout of 82.5% for the Franchise Variable Compensation component in +2023. +Material Risk Takers Compensation Disclosure +65 individuals were identified as MRTs according to IFD for financial year 2023. The +remuneration elements for IFD MRTs are detailed in the tables below in accordance with +Article 51 IFR. +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +          +Compensation Report +175 Employee Compensation \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_20.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_20.txt new file mode 100644 index 0000000000000000000000000000000000000000..45f06da653dd2f33750d2d3314614d6e14774518 --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_20.txt @@ -0,0 +1,58 @@ +Research Coverage +In 2023, a total of 19 brokers covered DWS shares, publishing regular commentary about the +company. As of 31 December 2023, 15 brokers recommended to buy DWS’s shares while four +brokers recommended to hold the shares. The average target share price was € 37.60 as of +31 December 2023. +Target price and rating as of 31 December 2023 +Rank Broker Target Price (in €) Rating +1 Morningstar 48.00 Buy +2 JP Morgan 46.40 Buy +3 Kepler Cheuvreux 43.70 Buy +4 ING 41.00 Buy +5 Exane BNP Paribas 40.00 Buy +6 Jefferies 39.00 Buy +7 Keefe, Bruyette & Woods 39.00 Buy +8 Morgan Stanley 38.10 Buy +9 Barclays 38.00 Hold +Average 37.60 +10 Metzler 36.20 Buy +11 Bank of America ML 36.00 Buy +12 Oddo BHF 36.00 Buy +13 CIC Market Solutions 36.00 Buy +14 AlphaValue 34.40 Buy +15 Citi 33.80 Buy +16 Royal Bank of Canada 33.00 Buy +17 Goldman Sachs 32.00 Hold +18 UBS 31.50 Hold +19 Society General 30.50 Hold +Annual General Meeting +DWS KGaA hosted its virtual Annual General Meeting on 15 June 2023. +The Executive Board and Supervisory Board recommended a dividend payment of € 2.05 per +share for the financial year 2022, which was approved at the above mentioned Annual +General Meeting. +Further information on the Annual General Meeting can be found on our website (https:// +group.dws.com/ir/annual-general-meeting/). +Financial Calendar 2024 +Date Event +1 February 2024 Preliminary results for the financial year 2023 with Investor and Analyst Conference Call +14 March 2024 Annual Report 2023 +25 April 2024 First quarter 2024 results with Investor and Analyst Conference Call +6 June 2024 Annual General Meeting +24 July 2024 Interim Report 2024 with Investor and Analyst Conference Call +23 October 2024 Third quarter 2024 results with Investor and Analyst Conference Call + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Shares +XVIII \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_21.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_21.txt new file mode 100644 index 0000000000000000000000000000000000000000..b4cde8c305f1c508748f12830e9ec684ae61806d --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_21.txt @@ -0,0 +1,75 @@ +Shareholder Structure +DB Beteiligungs-Holding GmbH, which has its registered seat in Frankfurt am Main, Germany +and is registered with the commercial register of the local court of Frankfurt am Main, +Germany, under HRB 87504, is the largest shareholder of DWS KGaA. On 20 April 2018 +DB Beteiligungs-Holding GmbH held 158,981,872 units or a 79.49% share in DWS KGaA. +DB Beteiligungs-Holding GmbH is a wholly owned subsidiary of Deutsche Bank AG. +The second largest shareholder is Nippon Life Insurance Company with a 5.00% stake as +notified to us in the voting rights announcement dated 22 March 2018. +We have not been made aware of any changes in this ownership as at 31 December 2023. +DWS KGaA’s free float amounts to 15.51%. +Share Liquidity and Key Data +The average daily trading volume of DWS KGaA shares was approximately 84,000 in 2023, +with the highest level in February at approximately 123,000. +Average daily trading volume in 2023 +January 80,314 April 75,411 July 83,862 October 79,610 +February 122,969 May 83,215 August 54,286 November 69,346 +March 105,029 June 96,100 September 55,952 December 103,742 +Source: Bloomberg, including German stock exchanges Xetra, Frankfurt, Stuttgart, Berlin, Düsseldorf and Munich. +Key data +Securities identification number (WKN) DWS100 +Issuer DWS Group GmbH & Co KGaA +International securities identification number (ISIN) DE000DWS1007 +Public or private placement Public +Governing law(s) of the instrument German law +Ticker symbol DWS +Trading segment Regulated market (Prime Standard) +Indices SDAX +Class of shares No par-value ordinary bearer shares +Initial listing 23 March 2018 +Initial issue price in € 32.50 +Perpetual or dated Perpetual +Original maturity date No maturity +Issuer call subject to prior supervisory approval No +Fixed or floating dividend/coupon Floating +Existence of a dividend stopper No +Convertible or non-convertible Non-convertible +Write-down features No +Number of shares as of 29 December 2023 200,000,000 +Market capitalization as of 29 December 2023 (in € bn.) 7.0 +Share price in € as of 29 December 2023 +1 +34.80 +Cumulative shareholder return (since 30 December 2022) in % 22.70 +Period high (1 January - 29 December 2023) in € +1 +34.80 +Period low (1 January - 29 December 2023) in € +1 +26.82 +Amount recognised in regulatory capital (in € million, as of most +recent reporting date) +200 +Accounting classification Shareholder Equity +Link to the full term and conditions of the instrument +(signposting) +https://group.dws.com/ +link/19af41867a3549429f3abce93f6b0424.aspx +1 +Xetra Closing Price. + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Shares +XIX \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_22.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_22.txt new file mode 100644 index 0000000000000000000000000000000000000000..2e599d09ec2e1380a3ea4aeca032f5154081756e --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_22.txt @@ -0,0 +1,41 @@ +Summarised Management Report +About this Report ................................................................... 1 +Who We Are ............................................................................ 6 +Our Strategy and Our Market ............................................... 7 +Our Strategy ....................................................................... 7 +Economic and Competitive Environment ....................... 10 +Our Performance Indicators .................................................. 12 +Our Financial Performance ............................................... 12 +Our Financial Position ....................................................... 15 +Supplementary Information on DWS Group GmbH & +Co. KGaA according to German Commercial Code ...... 17 +Outlook .................................................................................... 20 +Economic and Competitive Outlook ............................... 20 +DWS Group ......................................................................... 21 +Our Responsibility .................................................................. 26 +Sustainable Action ............................................................. 26 +Our Sustainability KPIs .................................................. 26 +Our Impact on Climate Change ................................... 27 +Our Product Suite .......................................................... 29 +Our Investment Approach ............................................ 31 +Client Commitment ........................................................... 36 +Entrepreneurial Spirit ......................................................... 38 +Human Rights ..................................................................... 44 +Risk Report .............................................................................. 45 +Overall Risk Assessment ................................................... 45 +Risk Framework .................................................................. 46 +Non-Financial Risk .............................................................. 50 +Financial Risk ...................................................................... 51 +Fiduciary Investment Risk ................................................. 55 +Compliance and Control ........................................................ 58 +Anti-Financial Crime and Compliance ............................. 58 +Data Protection .................................................................. 61 +Responsible Tax Practices ................................................ 63 +Internal Control System for the Financial and Non- +Financial Reporting Process ............................................. 64 +Complementary Information ................................................. 66 +Disclosures in Accordance with Article 8 Taxonomy +Regulation and Delegated Regulation (EU) 2021/2178 . 66 +Information pursuant to Sections 289a and 315a of +the German Commercial Code and Explanatory +Report .................................................................................. 69 \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_23.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_23.txt new file mode 100644 index 0000000000000000000000000000000000000000..3ffb6e428b69e1fc8201aa711eea0f782bb88d7b --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_23.txt @@ -0,0 +1,60 @@ +Summarised Management Report +About this Report +Content and Structure +Our Annual Report combines the financial and non-financial information necessary to +thoroughly evaluate our performance and, as we are a German-listed asset manager, the +content is primarily guided by the legal requirements of the German Commercial Code. +KPMG AG Wirtschaftsprüfungsgesellschaft has audited our consolidated financial statements +and summarised management report and has provided an unqualified audit opinion. In +addition, KPMG AG has performed an independent limited assurance engagement on the +sections in [square brackets]. +The reporting period is the 2023 business year, covering the period from 1 January 2023 to +31 December 2023. On 7 March 2024, the Executive Board prepared the consolidated +financial statements, submitted them to the Supervisory Board for review and approval, and +released them for publication. Publication is in German and English, with the German version +of the report being definitive. +Financial Information +The presentation of financial information and performance of DWS KGaA and its subsidiaries +complies with the requirements of International Financial Reporting Standards and, where +applicable, the German Commercial Code, German Accounting Standards and the guidelines +on alternative performance measures from the European Securities and Markets Authority. +Qualitative and quantitative disclosures about credit, market, strategic and non-financial risks +in accordance with IFRS 7 “Financial Instruments: Disclosures” and disclosures required by +IAS 1 “Presentation of Financial Statements” form part of the consolidated financial +statements and are marked with a reference to IFRS 7/IAS 1. +Information in the text referring to specific standards and disclosures of the Investment Firm +Regulation (IFR) or Investment Firm Directive (IFD) and their implementation into Germany’s +national law with the Investment Firm Act is marked with a reference to the respective IFR/ +IFD standard. +[Integrated Non-Financial Information] +To position the Group as an independent asset manager we do not make use of the option of +exemption by virtue of the non-financial report of Deutsche Bank AG according to +Section 315b (2) German Commercial Code and report under the Article 8 of Regulation (EU) +No 2020/852 as an asset manager. +The integrated non-financial group statement is comprised of the non-financial information in +this Annual Report and satisfies the requirements of Section 340i (5) in conjunction with +Sections 315b, 315c and 289c to 289e of the German Commercial Code. With regards to the +applied reporting frameworks under Section 289d of the German Commercial Code, the +reporting contents are oriented towards the Sustainability Reporting Standards of the Global +Reporting Initiative (GRI) and consider the United Nation’s Sustainable Development Goals. +Information in the text referring to specific GRI standards is marked with a reference to the +respective GRI standard and summarised in the ‘Supplementary Information – GRI Content +Index’. +For details on our materiality assessment matrix please refer to the section ‘Materiality +Assessment’ which will form the focus of the integrated non-financial group statement and +defines the limits of this statement. +In addition, the section ‘Climate Report’ addresses our climate-related ambitions and provides +transparent disclosures on our climate action through our fiduciary and corporate activity in +accordance with the recommendations of the Taskforce on Climate-related Financial +Disclosures. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +About this Report +1 Content and Structure \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_24.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_24.txt new file mode 100644 index 0000000000000000000000000000000000000000..4235b85b9fc92f98ef4a42e4c58c029ea2c4b493 --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_24.txt @@ -0,0 +1,63 @@ +[Materiality Assessment] +GRI 3-1; 3-2; 3-3 +Highlights +— 19 material topics in total in 2023 +— Six new topics added and four material topics removed compared to 2022 +Our materiality assessment is primarily guided by the regulatory requirements of the German +Commercial Code. That means we consider those matters which were of high and very high +business relevance to us and our potential impact on those topics. +Our Approach to Identifying Our Material Topics 2023 +To identify our material topics, we used a three-step approach. +Step 1: Identification (long list) +In 2023, we continued to use the artificial intelligence-automated ESG analytics platform to +support our materiality assessment. The platform monitors the ESG landscape and produces +individual financial, impact and stakeholder scores for potential material topics it has +identified as relevant to our financial service sector. For a topic to be included on the medium +list, its financial, impact and stakeholder scores had to be above a defined threshold. +Step 2: Verification (medium list) +The medium list topics were assessed using a quarterly analysis to review their materiality +status and consider changes in financial, impact and stakeholder scores. The quarterly checks +retained the parameters used in 2022. An additional validity assessment using updated 2023 +parameters was conducted to confirm the validity of the quarterly checks. +Step 3: Finalisation (short list) +For a topic to be on the final list of material topics, it needed to achieve the set threshold for +the financial, impact and stakeholder scores in at least four of the five checks (the four +quarterly checks and one validity assessment). The result using the thresholds indicated that +19 topics were material for us in 2023. +The Result of the Materiality Assessment 2023 +The three highest scoring material topics were “Anti-Financial Crime”, “Business Ethics” and +“Diversity and Equal Opportunities” (compared to “Client Satisfaction”, “Data Privacy +Management” and “Anti-Financial Crime” in 2022). There were also a number of topic status +changes between 2022 and 2023: +Six new topics were deemed material this year in comparison to 2022: +– Biodiversity +– Epidemics and their multi-dimensional impacts +– Geopolitical risks +– Health and wellbeing +– Human rights +– Water +In addition, four of the material topics in 2022 fell below the materiality threshold this year +according to their rating in the automated ESG platform: +– Corporate reputation +– Sustainability governance structure +– Grievance mechanisms and remediation +– Responsible tax practices +The materiality assessment result was distributed to and approved by our CFO. +In the materiality table below we have mapped the material topics we identified in 2023 +against the United Nations Sustainable Development Goals (SDGs). The SDGs on which we +might have an impact are SDG 8: “Decent Work and Economic Growth”, SDG 9: “Industry, +Innovation and Infrastructure”, SDG 10: “Reducing Inequality” and SDG 13: “Climate Action”. +The SDGs 8, 10 and 13 were selected during a workshop in 2019 with the time horizon 2030 +as prescribed by the UN. In 2022, these SDGs have been confirmed and we added SDG 9 +following an internal review. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +About this Report +2 Materiality Assessment \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_25.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_25.txt new file mode 100644 index 0000000000000000000000000000000000000000..074961a439dcad83de2337ef5e90e9820de4bf56 --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_25.txt @@ -0,0 +1,102 @@ +Materiality table 2023 +1 Anti-Financial Crime nnnnn nnnnn + +Compliance and Control – Anti-Financial Crime +and Compliance +2 Business Ethics nnnnn nnnnn + +Compliance and Control – Anti-Financial Crime +and Compliance +3 Diversity and Equal Opportunities nnnnn nnnnn +Proportion of women L Our Responsibility – Entrepreneurial Spirit +4 Responsible Investing and Financing nnnnn nnnnn + +ESG AuM +Sustainability Rating – CDP +Corporate engagements +R +R +R +Our Responsibility – Sustainable Action +5 Data Privacy Management nnnnn nnnnn +Compliance and Control – Data Protection +6 Cyber Security and Information Security nnnnn nnnnn + Compliance and Control – Data Protection +7 Climate Change nnnn nnnnn + ESG AuM +Sustainability Rating – CDP +Scope 1 and 2 operational emissions +Scope 3 operational emissions (travel – air and rail) +Scope 3 portfolio emissions (net zero) – inflation adj. WACI +Corporate engagements +R +R +L +L +L +R +Our Responsibility – Sustainable Action +8 Human Rights nnnn nnnnn + +Our Responsibility – Entrepreneurial Spirit +Our Responsibility – Our Investment Approach +Our Responsibility – Human Rights +9 Company Performance nnnnn nnnnn + +ESG AuM R Our Performance Indicators – Our Financial +Performance +Our Responsibility – Sustainable Action +10 Epidemics and their multi-dimensional +impacts +nnnn nnnnn + Risk Report – Non-Financial Risk +11 Board Effectiveness nnnnn nnnn + +Our Responsibility – Sustainable Action +12 Compliance Management nnnnn nnnn + +Compliance and Control +13 Geopolitical Risks nnnn nnnn Risk Report – Financial Risk +14 Water nnnn nnnn + Our Responsibility – Sustainable Action – +Biodiversity and Water +15 Biodiversity nnnn nnnn +Our Responsibility – Sustainable Action – +Biodiversity and Water +16 Attractive Employer nnnn nnnn + +Volunteer hours per employee +Proportion of women +L +L +Our Responsibility – Entrepreneurial Spirit +17 Business Continuity nnnn nnnn + +Risk Report – Non-Financial Risk +No. Material topic +1 +Business +relevance for +DWS +2 +Impact of DWS +impact +materiality +2 +Relevant SDGs Sustainability KPIs 2023 +3 +KPI Level of +assurance +4 +Relevant sections in the Annual Report + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +About this Report +3 Materiality Assessment \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_26.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_26.txt new file mode 100644 index 0000000000000000000000000000000000000000..04cca65c6036220c6b96388792cf70ad504e9e0b --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_26.txt @@ -0,0 +1,75 @@ +18 Health and Wellbeing nnnn nnnn + +Our Responsibility – Entrepreneurial Spirit +19 Client Satisfaction nnnn nnn + +Our Responsibility – Client Commitment +No. Material topic +1 +Business +relevance for +DWS +2 +Impact of DWS +impact +materiality +2 +Relevant SDGs Sustainability KPIs 2023 +3 +KPI Level of +assurance +4 +Relevant sections in the Annual Report +1 + A detailed definition of the material topics can be found in the ‘Supplementary Information — Materiality Assessment – Definition of Material Topics’ section of this Annual Report. +2 + Scoring (values are rounded): nnnnn – highest relevance/impact, nnnn – very high relevance/impact, nnn – high relevance/impact, nn – limited relevance/impact, n – low relevance/impact. +3 + A detailed description of the sustainability KPIs can be found in the ‘Our Responsibility – Sustainable Action’ section of this Annual Report. +4 +R – audit procedures to obtain independent reasonable assurance, L – audit procedures to obtain independent limited assurance. +Non-financial risks are monitored through dedicated risk frameworks and processes. A more +detailed description of our risk management process can be found in the ‘Risk Report’. After +application of the net method to determine risks subject to disclosure according to HGB, +there are no net risks that are highly probable and which result or will result in severe adverse +impacts on the reported aspects. Reportable relations to the amounts of the Consolidated +Financial Statements have not been determined. +Corporate Governance Statement pursuant to Sections +289f and 315d of the German Commercial Code +In the declaration on corporate governance we follow the transparency requirements of the +German Corporate Governance Code. +The Group’s Corporate Governance Statement according to Sections 289f and 315d of the +German Commercial Code is available in section ‘Corporate Governance Statement’ of this +Annual Report and is also available as PDF document on our website https://group.dws.com/ +corporate-governance/corporate-governance-report/. +Compensation Report pursuant to Section 162 of the Stock +Corporation Act +The Compensation Report for the reporting period and the auditor's report pursuant to +Section 162 of the Stock Corporation Act (Aktiengesetz – AktG), the applicable compensation +system pursuant to Section 87a of the Stock Corporation Act and the resolution pursuant to +Section 113 (3) of the Stock Corporation Act on the compensation of the Supervisory Board, is +available in the section ‘Compensation Report’ of this Annual Report. +Data and Presentation +GRI 2-3 +All information and bases for calculation in this Annual Report are based on national or +international standards for financial and non-financial reporting. Internal control mechanisms +are designed to ensure the reliability of the information presented in this Annual Report. +Our accompanying consolidated financial statements are stated in Euro (EUR) the +presentation currency of the Group except when otherwise indicated and are rounded to the +nearest million. Due to rounding, numbers presented throughout this Annual Report may not +add up precisely to the totals provided and percentages may not precisely reflect the absolute +figures. “N/A” means not applicable. +Our scope of consolidation for our Group’s financial reporting and the integrated non-financial +group statement comprises DWS KGaA, with its headquarters in Frankfurt am Main, +Germany, and all of its fully consolidated subsidiaries. Shares in joint ventures and associated + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +About this Report +4 Corporate Governance Statement pursuant to Sections 289f and 315d of the German Commercial Code \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_27.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_27.txt new file mode 100644 index 0000000000000000000000000000000000000000..f9a37fea02acb5e35dbd98e11b170d0aeef4a6a7 --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_27.txt @@ -0,0 +1,52 @@ +companies are accounted for, if material, using the Equity method in our consolidated +financial statements and are thus not included in the scope of consolidation. +With the exception of the ‘Consolidated Statement of Cash Flows’, we apply to all numbers +the “positive as normal” convention, with all numbers being considered positive. The +“direction of flow” is determined by the label and inflow numbers will include labels such as +fee and interest income. Outflow line items will have labels such as fee expense, +compensation and benefits or expenses. +Throughout this Annual Report, gender-specific terms may be used to ease the text and +reading flow. Whenever a gender-specific term is used, it should be understood as referring to +all genders and does not contain any judgment. For an explanation of the abbreviations and +technical terms used in this report, please refer to the section ‘Supplementary Information – +Glossary’. +External Audit and Evaluation +GRI 2-5 +Our reporting is independently audited by third parties. KPMG AG has audited our +consolidated financial statements and summarised management report and has provided an +unqualified audit opinion. In addition, KPMG AG has performed an independent limited +assurance engagement on the sections in [square brackets]. +The Independent Practitioner’s Reports can be found in the ‘Consolidated Financial +Statements – Independent Auditor’s Report’. +The section ‘External Audit and Evaluation’ and information referred to as additional +information, as well as references to our corporate and external websites and the references +to the respective GRI or IFR/IFD standard, indicated in this Annual Report are not part of the +information audited by KPMG. +Cautionary Statements +This Annual Report contains forward-looking statements. +Forward-looking statements are statements that are not historical facts; they include +statements about our beliefs and expectations and the assumptions underlying them. These +statements are based on plans, estimates and projections as they are currently available to +the management of DWS Group GmbH & Co. KGaA. Forward-looking statements therefore +speak only as of the date they are made, and we undertake no obligation to update any of +them publicly in light of new information or future events. +By their very nature, forward-looking statements involve risks and uncertainties. A number of +important factors could therefore cause actual results to differ materially from those +contained in any forward-looking statement. Such factors include the conditions in the +financial markets in Germany, in Europe, in the United States and elsewhere from which we +derive a substantial portion of our revenues and in which we hold a substantial portion of our +assets, the development of asset prices and market volatility, the implementation of our +strategic initiatives, the reliability of our risk management policies, procedures and methods, +and other risks. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +About this Report +5 External Audit and Evaluation +The secret object #4 is a "tree". \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_30.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_30.txt new file mode 100644 index 0000000000000000000000000000000000000000..ab7bc3de29a394e8544513e0174212b4db1cf315 --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_30.txt @@ -0,0 +1,62 @@ +strengthen our Passive business with a new, specialised investment team in Hong Kong and +inflows of more than € 2.5 billion from Australia and New Zealand. +In Alternatives, we explored a variety of organic and inorganic growth opportunities. We +launched our first infrastructure retail fund in Europe. In the United States, we introduced a +fund investing in residential real estate. +Value +We aim to maintain leadership in mature markets in Active, particularly Equity and Fixed +Income, and to increase the scalability of our Multi-Asset solutions through modularisation +solutions. +In Equity, we intend to selectively expand our platform. Given the changing market +environment and higher interest rates, we will continue to focus on Fixed Income and +institutional investors. In Multi-Asset, we want to further strengthen our solutions capabilities +and are enhancing our modular investment platform in order to achieve economies of scale. +With an increasing importance of investment advisory and outsourced CIO services, we want +to expand our current offering in this segment. +Examples of Progress +We have established a Global Insurance Council to strengthen our focus on insurance clients +as well as the distribution of our Active Fixed Income products. Additionally, we reorganised +our Fixed Income investment platform in the Americas to improve cross-sector collaboration. +In 2023, we continued to optimise our product portfolio by merging or closing several funds. +We modularised and automated key elements of our portfolio management value chain, such +as security selection. +Build +In terms of digitalisation trends, we are focusing on Asset Management-as-a-Service and +digital assets. +We expect that Asset Management-as-a-Service will improve the digital investor journey. +Therefore, we plan to build a respective modular offering which is scalable and integrated via +application programming interfaces into offerings of new and our existing distribution +partners. +We see an increasing tokenisation of our economy. With the resulting changes in the market +structure, we want to utilise a blockchain infrastructure, develop new products and reach +digital native clients. In particular, we are exploring opportunities to issue traditional +investment products via blockchain and to provide access to cryptocurrencies through +organic investments and partnerships. +Examples of Progress +As part of our strategic alliance with Galaxy Digital, we established the DWS Digital Assets +Academy, an internal educational training program designed to upskill employees on the +fundamentals of digital assets, their importance for the future of finance and their integration +into investment portfolios. +In December 2023, we agreed to establish a joint venture together with Galaxy Digital and +Flow Traders. Bringing together traditional asset management expertise with digital asset +know-how, our collective mission is to revolutionise the on-chain economy by issuing a fully +collateralised euro-denominated stablecoin in a regulated environment. +Reduce +We intend to reallocate financial resources in order to fund investments in “Build” and +“Growth”. In this context, we continuously analyse measures to increase efficiency, including +divestment from sub-scale businesses and reduction of management layers. Our efficiency +measures including divestment are designed to avoid negative impact on our business. +Examples of Progress +In 2023, we completed the sale of our Private Equity Solutions business. As part of a broader +efficiency programme, we also reduced management levels in our organisation. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Strategy and Our Market +8 Our Strategy \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_31.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_31.txt new file mode 100644 index 0000000000000000000000000000000000000000..e675255ed2035fa03b32aee2c81c75f87ac1c6c5 --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_31.txt @@ -0,0 +1,49 @@ +Internal Management System +Based on our strategy, we aim to deliver the following medium-term financial targets by +2025: +— We remain committed to creating shareholder value, reflected in an earnings per share +target. +— We remain disciplined on cost, measured and controlled by the adjusted cost-income ratio. +— Our AuM growth strategy focuses on Passive – including Xtrackers – and Alternatives. +Financial key performance indicators (medium-term to 2025) +Targets assuming stable market conditions. +1 +Including our Xtrackers brand. +Calculation details on our medium-term financial key performance indicators and the +respective results for 2023 are presented in ‘Our Performance Indicators – Our Financial +Performance’. +In addition, we guided on a targeted payout ratio of 65 percent from 2025 onwards as s +further financial measure. +Sustainability +In 2023, we updated our sustainability strategy and refined our sustainability priorities. Our +ambition is to enable our clients to navigate the sustainable transformation of the real +economy by providing them with investment expertise and solutions. Climate change remains +the core theme of our updated sustainability strategy, which we have built around three +priorities: +1. Focus on climate related investing: We seek to provide access to climate-related +investment opportunities, going hand-in-hand with our thought leadership and modular +advisory approach. +2. Strengthen engagement with investees and other relevant stakeholders: +Transformation will be key to succeed in climate risk mitigation. In that context we aim to +continuously evolve our engagement approach with investee firms, clients and index +providers as well as other industry groups. +3. Advance our own corporate transformation: Following our commitment to net zero, we +seek to focus on delivery against our net zero targets. Furthermore, we seek to strengthen +our corporate sustainability agenda and the supporting organisational change process. +Across all our activities, we acknowledge differences in client preferences and regulatory +frameworks, and we seek to take those into account in our product offering, engagement and +proxy voting activities. +Our sustainability strategy is underlined by KPIs that are tracked and monitored on a regular +basis. For further information and an overview of our 2023 sustainability KPI results please +refer to ‘Our Responsibility – Sustainable Action’. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Strategy and Our Market +9 Our Strategy diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_32.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_32.txt new file mode 100644 index 0000000000000000000000000000000000000000..74d05e0aafcaceddb9a3a28c5ba9e37f59199cb7 --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_32.txt @@ -0,0 +1,80 @@ +Economic and Competitive Environment +Global Economy +The inflation rate in the Euro area peaked at 10.6% in October 2022; since then, inflation rates +have fallen steadily. In November 2023, the inflation rate was down to 2.4%, before climbing +to 2.9% in December (eurostat). However, it was still above the target by the European +Central Bank. Against this backdrop, the European Central Bank raised its key interest rate +(deposit rate) from minus 0.5% to 4% in just over a year. At the beginning of 2023, the +economy was still facing several problems: difficulties in supply chains, the threat of gas +shortages and a shortage of skilled workers. However, restrictive monetary policy did not fail +to have an impact. Demand-side problems dominated. In addition to weak private +consumption due to high inflation, investments, especially into interest-sensitive construction +investments, were weak. Overall, according to eurostat, the euro area economy has grown +only 0.5% in 2023, after 3.4% in the previous year. +The US ended 2023 stronger than expected, as tailwinds such as excess savings and robust +labour markets supported consumption, especially in the third quarter. Inflation rates +continued to decline from their peaks in 2022, reinforcing expectations that previous policy +rate hikes are now having their expected effect on the economy. This view is also supported +by the continued easing of labour market conditions. The Federal Reserve stopped raising +rates after its July meeting and switched to a data-dependent mode, maintaining its hawkish +bias. This hawkish bias reflects the remaining uncertainty about the ultimate impact of +monetary policy on the economy. Still, inflation remains too high to declare victory. At the +same time, central bankers seem to have shifted to a more balanced risk assessment, taking +into account the potential unwanted negative effects of past rate hikes on economic +momentum. +In Japan, the only industrialized country to maintain negative key interest rates, the central +bank eased its yield curve control in July and October. The upper limit for ten-year yields is +now at a flexible reference value of 100 basis points. Supported by a recovery following the +end of the coronavirus protection measures and a weak yen exchange rate, the economy has +performed solidly and has grown based on preliminary numbers by 1.9% in 2023 (Cabinet +Office, Japan). +After a strong post-COVID-19 recovery in the first quarter, China's economy slowed rapidly in +the second quarter as consumer and business confidence weakened amid mounting debt +problems in the real estate development sector and stretched fiscal and debt positions of +local governments. The central government stepped up its support for the property sector. +Policy support has now been broadened to address the most pressing issues. It began in the +second quarter by improving access to financing for developers and helping to complete the +large backlog of unfinished real estate projects, thus removing an important initial hurdle to +improving the market. The next focus was on removing the many hurdles and restrictions to +home ownership. Monetary stimulus and generous financing for infrastructure investment +were stepped up. Debt restructuring of the highly indebted local government financing +vehicles – another necessary condition for achieving a more sustainable situation and +improving confidence – began in the third quarter. Robust investment in manufacturing and +infrastructure as well as consumption spending, together with strong growth in the service +sector, led to a strong rebound in the third quarter. The government's 5% growth target for +2023 was even slightly higher with 5.2% (National Bureau of Statistics of China) +Asset Management Industry +The asset management industry faced another turbulent year in 2023, following the +challenges of the prior twelve months, which led to a decline in global assets under +management. Despite a positive start to the year the US regional banking crisis and the +forced merger of Switzerland’s two largest banks in Europe unnerved investors and markets. +Meanwhile, concerns about central bank interest rates hikes, recession risks, deglobalization +and, heightened geopolitical pressures continued, posing potential risks to business if not +handled appropriately by national or subnational governments or agencies. Therefore, such +developments will be closely monitored, i. e. tension between the US and China, the war in +Ukraine and latterly the conflict in Gaza. +During the year, market uncertainty resulted in investors, particularly those in the US, seeking +refuge in money market funds with the sector recording strong inflows, which were further +buoyed by higher interest rates. Higher interest rates also encouraged investors back into +bonds particularly in the first half of the year, following redemptions in 2022. Investors +continued to favour passive investments over Active strategies with ETF inflows continuing to +see positive momentum. Demand for alternative investments slowed with higher interest +rates and lower valuations impacting some asset classes, although pockets of interest +persisted, notably in green infrastructure and some private debt strategies. +New technology continued to be pivotal to product innovation and greater customisation as +well as being an important lever for asset managers looking to reduce costs and increase +efficiency in the less favourable investment environment. +Sustainable investing continued to be a key element of many large institutional investors’ +portfolios, despite the continuing political backlash in the US. Although sustainable fund +market flows dipped in 2023 year-on-year, “dark green” strategies with the strongest + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Strategy and Our Market +10 Economic and Competitive Environment \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_33.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_33.txt new file mode 100644 index 0000000000000000000000000000000000000000..24463301d65fc6c23fb305d3f9b9388c2099bce6 --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_33.txt @@ -0,0 +1,33 @@ +sustainable credentials reported robust net flows and sustainable investing also continued to +gather pace in the alternative space with more transition strategies launched. +DWS Group +As a global asset manager with diverse investment capabilities that span traditional Active +and Passive strategies, as well as alternatives and bespoke solutions, we were well positioned +to address the aforementioned industry challenges and market uncertainties and to capture +market opportunities. By anticipating and responding to investor needs, we aspire to be the +investment partner of choice and to create sustainable value for our global client base. We +were able to offer clients a comprehensive range of investment solutions from our global +investment platform covering all major asset classes and investment styles. +With our range of Alternative investments including real estate, infrastructure, liquid real +assets, and sustainable investments, we provided products to our clients with higher return +that are designed to contribute to achieving their long-term investments objectives. +Given the global presence of our passive investment platform, we were well positioned to +take advantage of the continuing shift to passive investments, offering passive mutual funds, +mandates and ETFs. Our Passive investment platform, Xtrackers, was among the Top 3 +European providers of ETFs and other Exchange Traded Products (ETFGI, 31 December 2023). +We recognized growing demand from investors for greater integration of sustainable +investment strategies, especially as issues such as climate change receive increasing +attention. We believe that our expertise in sustainable investments, as well as our expanded +product range, have provided valuable contribution to protecting and growing our clients' +assets over the long term and in a sustainable manner. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Strategy and Our Market +11 Economic and Competitive Environment \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_34.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_34.txt new file mode 100644 index 0000000000000000000000000000000000000000..a3e4fcb6301172d93693d13cf88106ae49157429 --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_34.txt @@ -0,0 +1,76 @@ +Our Performance Indicators +Our Financial Performance +GRI 201-1 +Overall, we had a solid year of financial performance in 2023. In a “flow-less” market +recovery, which made it difficult for the asset management industry, we recorded net inflows +of € 28 billion. Our AuM increased by € 75 billion in the year to € 896 billion. The market +continued to be challenging for Alternatives, AuM decreased from € 118 billion to € 111 billion, +mainly driven by negative market impact and FX movements. Our targeted growth area of +Passive had an exceptional year, and grew its AuM by 24% in 2023, which is far above our +growth target of >12% (CAGR 2022-2025). Due to market turmoil in 2022, the year 2023 +started with a significantly lower average AuM than in the previous year. Reported revenues +of € 2,614 million are 4% below prior year, mainly driven by lower management fees. +Increased investment into our growth and transformation resulted in an adjusted cost-income +ratio of 64.0%, compared to 60.6% in prior year. Profit before tax is 10% lower than the prior +year, resulting in lower earnings per share of € 2.76 compared to € 2.97 in 2022. +Alternative Performance Measures +Alternative performance measures +2023 2022 +Assets under management (in € bn. as per period end) 896 821 +Thereof: ESG AuM (in € bn. as per period end) +1 +133 117 +Net flows (in € bn.) 28 (20) +Management fee margin (in basis points (bps)) 27.1 28.1 +Adjusted revenues (in € m.) 2,603 2,683 +Adjusted costs (in € m.) 1,665 1,625 +Cost-income ratio (in %) 70.3 68.1 +Adjusted cost-income ratio (in %) 64.0 60.6 +Adjusted profit before tax (in € m.) 937 1,057 +1 + For details on ESG product classification, please refer to section ‘Our Responsibility – Sustainable Action– Our Product +Suite’. +Alternative performance measures are used to judge the Group’s historical or future +performance and financial position but are not recognised under generally accepted +accounting principles. These include assets under management and net flows, which are +important key performance indicators to evaluate revenue potential and business +development. To better enable comparison of the revenue and cost development over several +periods, non-recurring items are excluded from net revenues or total non-interest expenses. +Our management uses these measures as supplemental information to develop a fuller +understanding of the development of our business and the ability to generate profit. They +should only be considered in addition to net income or profit before tax as measures of our +profitability. Similar alternative performance measures are used by our peers within the asset +management industry, but these may be calculated differently and may not be comparable to +the alternative performance measures we use, even if the names suggest that they are +similar. +Assets under management means assets (a) we manage on a discretionary or non- +discretionary advisory basis; including where we are the management company and portfolio +management is outsourced to a third party; and (b) a third party holds or manages and on +which we provide, on the basis of contract, advice of an ongoing nature including regular or +periodic assessment, monitoring and/or review. AuM represent both collective investments +(including mutual funds and exchange-traded funds) and separate client mandates. AuM are +measured at current market value based on the local regulatory rules for asset managers at +each reporting date, which might differ from the fair value rules applicable under IFRS. +Measurable levels are available daily for most retail products but may only update monthly, +quarterly or even yearly for some products. While AuM do not include our investments +accounted for under equity method, they do include seed capital and any committed capital +on which we earn management fees. +Net flows represent assets acquired or withdrawn by clients within a specified period, except +when a third party holds or manages the assets on which we provide, on the basis of +contract, advice of an ongoing nature including regular or periodic assessment, monitoring +and/or review in which case we include the difference in the value of such assets within the +specified period which may include currency effects, market performance and other effects. +Net flows are one of the major drivers of changes in AuM. +Management fee margin is calculated by taking the management fees and other recurring +revenues for a period, divided by average AuM for the same period. Annual average AuM are + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Performance Indicators +12 Our Financial Performance \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_35.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_35.txt new file mode 100644 index 0000000000000000000000000000000000000000..31db8c4b84c008787fd2d956b3becbc305757d6f --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_35.txt @@ -0,0 +1,84 @@ +calculated using AuM at the beginning of the year and the end of each calendar month +(i. e. 13 reference points for a full year). +Adjusted revenues present net interest and non-interest income excluding material non- +recurring income items that are clearly identifiable one-off items, such as disposal gains. We +use this metric to show revenues on a continuing operating basis, in order to enhance +comparability against other periods. +Reconciliation of net interest and non-interest income to adjusted revenues +in € m. 2023 2022 +Net interest and non-interest income 2,614 2,712 +Non-recurring disposal gains (12) (30) +Adjusted revenues 2,603 2,683 +Adjusted costs are an expense measure we use to better distinguish between total costs +(non-interest expenses) and our ongoing operating costs. This measure is adjusted for +litigation, restructuring, severance costs, impairment of goodwill and impairment (impairment +reversal) of other intangible assets as well as for transformational charges in relation to our +multi-year transformation program and other material non-recurring expenses that are clearly +identifiable one-off items. +Reconciliation of non-interest expenses to adjusted costs +in € m. 2023 2022 +Non-interest expenses 1,837 1,847 +Litigation (36) (26) +Restructuring activities 0 0 +Severance costs (34) (37) +Impairment of goodwill and impairment/(impairment reversal) of other intangible +assets 0 (68) +Transformational charges (99) (58) +Other material non-recurring expenses (2) (32) +Adjusted costs 1,665 1,625 +Cost-income ratio is the ratio of non-interest expenses to net interest and non-interest +income. +Adjusted cost-income ratio is the ratio of adjusted costs to adjusted revenues. +Adjusted profit before tax is calculated by adjusting the profit before tax to account for the +impact of the revenue and cost adjustment items as explained above. +Results of Operations +Change from 2022 +in € m. (unless stated otherwise) 2023 2022 in € m. in % +Management fees income 3,563 3,719 (156) (4) +Management fees expense 1,248 1,263 (15) (1) +Net management fees 2,315 2,456 (141) (6) +Performance and transaction fee income 132 134 (1) (1) +Performance and transaction fee expense 4 8 (4) (46) +Net performance and transaction fees 128 125 2 2 +Net commissions and fees from asset management 2,443 2,582 (138) (5) +Interest and similar income 117 39 78 N/M +Interest expense 14 18 (4) (24) +Net interest income 103 21 82 N/M +Net gains (losses) on financial assets/liabilities at fair +value through profit or loss +1 + 113 (185) 299 N/M +Net income (loss) from equity method investments 42 66 (24) (36) +Provision for credit losses 0 (1) 1 (80) +Other income (loss) +1 + (88) 228 (316) N/M +Total net interest and non-interest income 2,614 2,712 (98) (4) +Compensation and benefits 865 846 20 2 +General and administrative expenses 972 933 39 4 +Impairment of goodwill and impairment/(impairment +reversal) of other intangible assets 0 68 (68) N/M +Total non-interest expenses 1,837 1,847 (10) (1) +Profit (loss) before tax 777 866 (88) (10) +Income tax expense 224 271 (46) (17) +Net income (loss) 553 595 (42) (7) +Attributable to: +Non-controlling interests 2 1 1 145 +DWS shareholders 552 594 (43) (7) +1 +Net gains (losses) on financial assets/liabilities at fair value through profit or loss is mainly attributable to trading +assets held by guaranteed funds of € 111 million for 2023 (€ (186) million for 2022). This is offset by income (loss) from +liabilities held by guaranteed funds of € (111) million for 2023 (€ 186 million for 2022) shown in other income. DWS +Group has no shares in these funds. Other income includes a sales gain of € 30 million for 2022 from the transfer of +the digital investment platform to MorgenFund GmbH. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Performance Indicators +13 Our Financial Performance \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_36.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_36.txt new file mode 100644 index 0000000000000000000000000000000000000000..aaa99fb9fe3df618c61d3d853d632e0c28b60840 --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_36.txt @@ -0,0 +1,63 @@ +In 2023 we reported a profit before tax of € 777 million, a decrease of € 88 million, or 10%, +compared to prior year. +Total net interest and non-interest income was € 2,614 million, 4% lower compared to 2022 +driven by lower management fees. Management fees were impacted by negative market +developments, margin compression and the composition of the net inflows in Alternatives. +Performance and transaction fees remained essentially flat. Other revenues were +€ 171 million, an increase of € 40 million compared to 2022, primarily driven by net interest +income and favourable development of fair value of guarantees as well as deferred +compensation hedge. This was partly offset by lower mark to market valuations of co- +investments as well as lower revenue contributions from our investments in Harvest Fund +Management Co Ltd and MorgenFund GmbH. +Non-interest expenses of € 1,837 million were essentially flat compared to 2022. +Compensation and benefits costs increased by € 20 million mainly driven by an increase in +the size of the workforce. General and administrative expenses were € 39 million higher +compared to 2022, with an increase in platform transformation charges as well as higher +banking servicing costs, partly offset by lower expenses related to legal services and lower +costs for our outsourced functions to Deutsche Bank Group entities. Non-operating costs +were significantly lower due to an impairment of intangible assets related to 2022. +Assets under management is a key factor affecting the results of operations as a significant +percentage of management fees is charged as a proportion of AuM. Assuming management +fee margins remain unchanged, an increase in the level of average AuM will generally lead to +an increase in revenues. +Assets under management were € 896 billion as of 31 December 2023, an increase of +€ 75 billion compared to 31 December 2022. The increase was driven by a positive market +impact of € 57 billion and net flows of € 28 billion, party offset by foreign exchange impact of +€ (12) billion. Net inflows were driven by Passive including Xtrackers, Active Cash and Active +Multi Asset, partly offset by net outflows in Active Equity and Active Systematic and +quantitative investments. +FX impact represents the currency movement of products denominated in local currencies +against the euro. It is calculated by applying the change in FX rate to the ending period assets +and is calculated monthly. +Market impact primarily represents the underlying performance of the AuM, which is driven +by market effects (equity indices, interest rates, foreign exchange rates) as well as fund +performance. The market impact in the period led to an increase in AuM of € 57 billion +particularly in our Active Equity, Active Fixed Income and Passive products including +Xtrackers. +Other includes the impact of acquisitions and divestment as well as reclassifications of asset +classes. +AuM development in 2023 +31 Dec 2022 2023 31 Dec 2023 +in € bn. AuM Net flows FX impact Performance Other AuM +By asset classes: +Active Equity 99 (2) (1) 11 0 107 +Active Multi Asset 68 4 0 3 1 76 +Active Systematic and +quantitative investments 64 (2) 0 5 (1) 66 +Active Fixed Income 194 0 (3) 12 0 203 +Passive including Xtrackers 199 21 (4) 31 0 247 +Alternatives 118 0 (2) (5) 0 111 +Total exluding Cash 741 23 (10) 57 1 811 +Active Cash 80 6 (2) 1 0 85 +Total 821 28 (12) 57 1 896 + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Performance Indicators +14 Our Financial Performance \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_37.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_37.txt new file mode 100644 index 0000000000000000000000000000000000000000..8ba9e402125711425d7b3607505313741ab2d3c5 --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_37.txt @@ -0,0 +1,74 @@ +Our Financial Position +Liquidity +We principally fund our business through equity and may use debt to address specific +financing demands. To ensure that we can always fulfil our payment obligations in all +currencies, we operate a liquidity risk management framework that includes stress-testing of +our liquidity position. During the annual strategic planning process, we project the +development of key liquidity and funding metrics based on the underlying business plan to +ensure compliance with our risk appetite. +As of 31 December 2023, we held cash and bank balances, government, sub-sovereign and +corporate bonds and other debt instruments totalling € 3,570 million (€ 3,577 million as of +31 December 2022). +On 30 June 2023, we received our long-term issuer credit rating from the rating agency +Moody’s Investors Service. The rating of A2 with a stable outlook can also be used for +diversifying our funding options. +Capital Management +IFR Article 50(a) +A forward-looking capital plan is maintained to assess the development of capital supply and +demand and the projected capitalization of the Group from an accounting, regulatory and +economic perspective. The economic perspective considers all relevant risks quantified by +economic capital models using internal definitions and quantification methods. Capital +planning is embedded into the Group’s overall strategic planning process to ensure an +integrated financial and risk planning approach and considers appropriate risk appetite +thresholds. Results of the planning process feed into management decisions. They support +the strategic direction of the Group in the assessment of potential profitable growth and +investment opportunities. +Capital Expenditures +In 2023, the Group made capital expenditures in intangible assets of € 67 million and no +material capital expenditures in property and equipment. Contingent liabilities decreased by +€ 5 million from € 111 million as of 31 December 2022 to € 106 million as of 31 December +2023 mainly driven by drawdowns of commitments for co-investments. +Net Assets +Selected items within our financial position +Change from 2022 +in € m. (unless stated otherwise) 31 Dec 2023 31 Dec 2022 in € m. in % +Assets: +Cash and bank balances 1,414 1,979 (565) (29) +Financial assets at fair value through profit or loss 4,868 3,959 910 23 +Goodwill and other intangible assets 3,694 3,749 (54) (1) +Remaining assets +1 + 1,707 1,725 (19) (1) +Total assets 11,683 11,412 272 2 +Change from 2022 +in € m. (unless stated otherwise) 31 Dec 2023 31 Dec 2022 in € m. in % +Liabilities and equity: +Financial liabilities at fair value through profit or loss 633 634 (1) 0 +Remaining liabilities +2 + 3,233 2,950 284 10 +Total liabilities 3,866 3,584 282 8 +Equity 7,817 7,828 (10) 0 +Total liabilities and equity 11,683 11,412 272 2 +1 +Sum of financial assets at fair value through other comprehensive income, equity method investments, loans, property and equipment, right-of-use assets, other assets, assets for current tax, and deferred tax assets. +2 + Sum of other short-term borrowings, lease liabilities, other liabilities, provisions, liabilities for current tax and deferred tax and long-term debt. +Cash and bank balances decreased by € 565 million (29%) driven by dividend payment of +€ 410 million and net tax paid of € 253 million partly offset by net cash received in the regular +course of business of € 98 million. The increase in financial assets at fair value through profit +or loss of € 910 million (23%) was mainly driven by net investments in liquidity positions of +€ 556 million and by the increase of assets in consolidated funds of € 315 million. +The remaining liabilities increase of € 284 million (10%) was mainly driven by other liabilities +held by consolidated funds of € 204 million and other liabilities of € 80 million. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Performance Indicators +15 Our Financial Position \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_44.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_44.txt new file mode 100644 index 0000000000000000000000000000000000000000..0ad40f7b18216ae8657a7ad5e4ac93c1f19b0b98 --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_44.txt @@ -0,0 +1,79 @@ +Even without higher inflation, the recent interest rate hiking cycle affects economic activity +with a time lag, slowing GDP growth and potentially being exacerbated by lower consumer +and business confidence. Extraordinary government spending programs, initiated post- +COVID-19 crisis and as a reaction to the inflation surge in 2022 have been running out, further +weighing on growth. +Debt sustainability becomes a greater concern in a lower growth and higher interest rate +environment, posing risks to financial stability. Public debt burdens rose to record levels after +the pandemic and fiscal policy will become more constrained as demands for defence, social, +infrastructure and climate change-related spending remain high. Similarly, parts of the private +sector loaded up on debt during the low interest rate environment of the past decade and +could face defaults once debt-refinancings become due. Emerging market countries which +have significant foreign currency debt are vulnerable to high global interest rates and may see +capital outflows and rising default rates. +Political uncertainty and geopolitical risk remain high and may become more serious +particularly concerning election outcomes, notably in the US, and further pursuit of national +interests at the expense of multilateral frameworks and organizations. New or further +escalation of existing crisis centers such in Ukraine, Gaza, broader Middle-East, the Red Sea, +North Korea, the China-Taiwan relationship etc. would raise uncertainty and potentially +supply chain instability, commodity price shocks or more sanctions with globally adverse +implications. +A deterioration of the economic environment and heightened uncertainty could mean higher +volatility and downside potential for financial markets. Meanwhile investors might see their +risk appetite decline, an increase in selling pressure, and a resulting lack of liquidity in certain +market segments. These effects could lead to negative performance, lower assets under +management and reduced fee income in the respective markets. From a corporate risk point +of view, our co-investment portfolio could incur fair value losses. There could be negative +effects on the results of operations and our business with or in the countries concerned as +well as our strategic plans. +Technology and Infrastructure +Opportunities +Digitalization continues to challenge traditional distribution channels for investment products. +Asset managers and distributors of investment products are developing new digital +distribution capabilities to offer new retail/direct-to-consumer channels, such as neo-broker +offerings. Passive investment products are becoming increasingly strategically important for +asset managers, driven by growing digital sales. Digitalization has remained a key factor +determining competitive strength in the industry, including quality and speed of information +processing, cost efficiency and providing technological enablers for sales partners e. g., by +leveraging application programming interfaces. Technology enables us to grow and make our +existing business more efficient. +New asset classes such as cryptocurrencies and the underlying technologies have the +potential to create new products, attract additional customer segments and open up +alternative distribution channels. Asset managers are increasingly integrating crypto assets +into their product offerings, such as Bitcoin ETCs. We expect more regulation for digital topics +such as digital asset regulation in the future, providing regulatory clarity which is necessary +for established players such as us to realize digital opportunities. For instance, crypto +regulation is advancing, e. g., the EU markets in Crypto Assets Regulation was introduced in +2023. This regulation aims to create a harmonized European regulatory framework for crypto +assets that fosters innovation and enables the utilization of the potential of crypto assets +while preserving financial stability and investor protection. Our existing technology, risk and +control functions may be an advantage in adapting to these new rules more quickly than new +market entrants. +The rise to prominence of generative Artifical Intelligence in 2023 shone a light on the vast +potential of this technology. Artifical Intelligence in various forms is not new, but the +capabilities of generative Artifical Intelligence in particular captured public imagination this +year and have accelerated progress and adoption across the field. The potential disruptive +impact on how we work is clear. Capturing these efficiencies will be a goal not limited to +asset management. Beyond this, Artifical Intelligence has the potential to transform the +products we engineer, with these digital technological underpinnings enabling differentiation +from competitors. +Risks +The asset management industry is undergoing a lasting transformation driven by +fundamental changes and trends in customer behaviour as well as by new digital +technologies. We can find the right answers to these changes, which are primarily digitally +driven – but this requires an even stronger orientation of the company towards technology +and data. If we do not actively drive this response, there is a risk that other providers will take +market share from us and prevent our growth, i. e. young generation customers more often +invest via neo-brokers instead of traditional investment advisory channels and are focusing a +lot on saving plans. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Outlook +22 DWS Group \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_46.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_46.txt new file mode 100644 index 0000000000000000000000000000000000000000..6cff3f489e07d524fe9b9a14b33ea829c7332d0c --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_46.txt @@ -0,0 +1,82 @@ +results of operations as well as the competitive environment generally. This risk may +adversely impact our medium-term targets. +Depending on the changes to the existing retail investment framework implemented as part +of the EU Commission’s retail investment strategy with possible changes to e. g. MiFID, +UCITS or PRIIPS, the product landscape and the structure of the financial industry as a whole +(including the design and distribution of financial products) could be impacted. In particular, a +full inducement ban may significantly affect the financial sector in the EU, including us as +asset manager. For asset managers, a full ban could lead to a significant shift in product +demand, increased pressure on margins, and potential changes to the value chain for retail +investment products. +Litigation, Regulatory Enforcement Matters and Investigations +Deutsche Bank and we operate in a highly and increasingly regulated and litigious +environment, potentially exposing us to liability and other costs, the amounts of which may +be substantial and difficult to estimate, as well as to legal and regulatory sanctions and +reputational harm. Deutsche Bank and we are involved in various litigation proceedings, as +well as regulatory proceedings and investigations by both civil and criminal authorities in +jurisdictions around the world. +Among other matters: +— On 19 July 2023, Deutsche Bank, Deutsche Bank AG New York Branch, and other US +affiliates including DWS USA Corporation entered into a consent order and written +agreement with the Federal Reserve Board. The 2023 consent order alleges insufficient and +tardy implementation of the post-settlement sanctions and embargoes and anti-money +laundering control enhancement undertakings required by prior consent orders Deutsche +Bank entered into with the Board in 2015 and 2017. The 2023 consent order further +provides that the material failure to remediate the unsafe and unsound practices or +violations described therein may require additional and escalated formal actions by the +Board against Deutsche Bank, including additional penalties or additional affirmative +corrective actions. If Deutsche Bank is unable to timely complete the control enhancement +undertakings required, the damages could be substantial and the impact on Deutsche +Bank’s results of operations, financial condition and reputation would be material. Such +failures may also have material adverse consequences for us. +— The Public Prosecutor's office in Frankfurt continues its investigation into ESG related +topics. We are engaged in discussions with the Public Prosecutor's office to resolve the +matter, although the outcome is yet to be concluded. +— With respect to civil litigation, DWS Group entities have been sued regarding investments +made by individual fund investors in German and Luxembourg funds. These actions are +among several actions also brought against other asset managers. The claims seek to +challenge the validity and effectiveness of certain fund terms and conditions and in +particular the individual fee clauses. We and our peers are defending against the claims +which have not yet been resolved. Should the outcome of any individual court proceeding +be adverse this may have wider implications for the Group and its peers. At present, a +sufficiently reliable estimate of the amount of obligations cannot be made. +Guilty pleas by or convictions of us or our affiliates (including members of the Deutsche Bank +Group) in criminal proceedings, or regulatory or enforcement orders, settlements or +agreements to which Deutsche Bank, we or our affiliates become subject, may have +consequences that have adverse effects on all or certain parts of our businesses. Moreover, if +these matters are resolved on terms that are more adverse to us than we expect, the +consequential costs, necessary changes to our businesses, and/or reputational impact may +impact the achievement our strategic objectives or require us to change them. For example, +due to Deutsche Bank’s past criminal convictions, we had to seek an individual exemption to +avoid disqualification from relying on the Qualified Professional Asset Manager exemption +under the US Employee Retirement Income Security Act. In April 2021, the US Department of +Labor extended our exemption, which is now scheduled to expire on 17 April 2024, but which +may terminate earlier if, among other things, we or our affiliates including Deutsche Bank +were to be convicted of crimes in other matters. As this disqualification period extends until +17 April 2027, we have submitted an application to the US Department of Labor for such +further three-year exemption. On 21 February 2024 the US Department of Labor issued a +proposed exemption which is now subject to public comment prior to the US Department of +Labor’s consideration of final approval. Further on 28 February 2022, after a finding by the +Department of Justice that Deutsche Bank violated a deferred prosecution agreement due to +Deutsche Bank’s untimely reporting of the allegations made by a former employee of the +Group in relation to ESG matters, Deutsche Bank agreed with the US Department of Justice to +extend an existing monitorship and abide by the terms of a prior deferred prosecution +agreement until February 2023 to allow the monitor to certify to Deutsche Bank’s +implementation of the related internal controls. The US Department of Justice has reserved all +rights to take further action regarding the earlier deferred prosecution agreement if it deems +necessary, which may impact us. +Overall Assessment +We believe that the asset management industry will continue to grow over the longer term +and managers able to offer a wide range of Active, Passive, and Alternative strategies will be +able to benefit from opportunities in the market. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Outlook +24 DWS Group \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_47.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_47.txt new file mode 100644 index 0000000000000000000000000000000000000000..acdac5e53e8ab9ed4f28aa84f633787a28e7475f --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_47.txt @@ -0,0 +1,23 @@ +In 2023, we continued to work on our multi-year transformation program with the aim of +improving our standalone capabilities in three key areas – policy, corporate functions and IT +infrastructure. While such a major transformation program presents opportunities for us, it +can also have an impact on our risk profile, and, therefore, we have a quality control team +that is tasked with closely monitoring and evaluating the transformation activities to protect +our clients and our business. As a consequence, during the course of 2023, we announced +delays in the IT infrastructure project leading to another year of substantial IT build costs in +2024, which are expected to be in line with those of 2023. +We further regard our business as well positioned to capture market opportunities and +address asset management industry challenges. As illustrated above, changing market +conditions and investor needs have created significant opportunities for us and the asset +management industry, yet also require us to continuously monitor risks. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Outlook +25 DWS Group \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_50.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_50.txt new file mode 100644 index 0000000000000000000000000000000000000000..d9e19cdb079574c7caa847ee6c95a53629b2ab4b --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_50.txt @@ -0,0 +1,76 @@ +Further details on our integration approach for sustainability risk can be found in the section +‘Risk Report – Risk Framework – Risk Management – Sustainability Risk and Adverse Impacts +to the Environment and Society’ and climate-related opportunities and risks are further +elaborated on in our ‘Climate Report’. +Targets and Measures +Extract of our latest NZAM annual disclosure including further details on methodology, metrics and +reconciliation of figures +Assets under management in-scope for net zero +commitment +€ 302.9 billion or 36.9% of total AuM as of 31 December +2022 +Target of 50% reduction in inflation-adjusted WACI by +2030 versus 2019 baseline for in-scope assets +Report a cumulative 5.2% decrease from the 2019 baseline in +the first two years +We apply the inflation-adjusted WACI instead of the standard WACI to strip out the effect of +price increases from the decarbonisation metric. Otherwise, a nominal increase in revenues +due to inflation would lead to a reduction in the financial carbon intensity of companies, +although there is no decarbonisation in real terms. The surge in inflation in recent years has +highlighted the importance of adopting this approach. +In the 2019 baseline, the WACI amounted to 170.5 tonnes of CO2 equivalents per million USD +of revenue (“tCO2 e/mnUSD”). In 2021, this changed to 154.5 tonnes of CO2 e/mnUSD. +Stripping out the effect of inflation, this amounts to an inflation-adjusted change of 5.2% over +two years. +Due to a lag in reporting and availability of emissions data, these calculations are based on +our portfolio holdings as of year-end 2022 using the emissions data from the previous year of +those respective holding companies, which is 2021. Similarly, the baseline figure was based +on year-end 2020 portfolio holdings and 2019 emissions. +The main drivers for change in WACI of our portfolios is the combined result of three main +underlying effects: +— Changes to portfolio holdings due to fund flows, market movements, or other portfolio +considerations +— Changes to the carbon intensity of holding companies themselves +— Changes to our product mix, i. e. existing products being closed or new product launches +Throughout 2023, we continued with our climate-related activities and disclosures as +described by the Task Force on Climate-related Financial Disclosures (TCFD). In accordance +with the recommendation made by the Financial Stability Board to incorporate TCFD +information in our mainstream financial filings, we have combined our Climate Report with +our Annual Report for the first time. As such, all further information on our climate-related +activities can be found in the ‘Supplementary Information’ to this report. +Biodiversity and Water +GRI 3-3 +Highlights +— We started a project to lay the groundwork to address biodiversity risks. +— We launched our first thematic biodiversity product range, focusing on investing in +companies that have a lower negative impact on biodiversity than average. +— We published new research reports in the context of water and oceans. +Our Management Approach to Biodiversity and Water +Introduction +In line with Taskforce on Nature-related Financial Disclosures and Network for Greening the +Financial System definitions, we consider the term “nature” as all life on earth (i. e., +biodiversity), together with the geology, water, climate, and all other inanimate components +that comprise our planet. Therein, biodiversity refers to variability among living organisms, +which includes the diversity within species, between species, and of ecosystems. +Actions Taken in 2023 +As biodiversity has increasingly come onto the agenda of investors, we started a project in +collaboration with the World Wide Fund For Nature Germany to increase understanding and +build up capabilities to address biodiversity opportunities and risks. In this project, we are +working on three pillars: +— Thought leadership: Publication of research reports to enhance the understanding of +biodiversity dependencies, risks, and impacts, in investments. +— Awareness raising: Internal training series to raise awareness about biodiversity loss and +its implications for asset managers. +— Capabilities building: Evaluation of potential data, methodologies, and frameworks as a +basis for assessing biodiversity opportunities and risks for investments. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Responsibility +28 Sustainable Action \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_52.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_52.txt new file mode 100644 index 0000000000000000000000000000000000000000..6bdf1075e698a87d7aa0f198375e9768f1200369 --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_52.txt @@ -0,0 +1,73 @@ +Regulation, and the establishment of the Xtrackers Biodiversity Focus SRI suite which aims to +enable investors to reduce the risks associated with the decline in biodiversity. +Throughout 2023, we further increased the number of illiquid Alternatives funds which +promote environmental or social characteristics and report under Article 8 SFDR. +The aim to support the transformation of European economies is a key strategic business +priority for 2023 and beyond. We aim to meet the increasing demand for private capital and +bridge financing gaps in strategically important areas of transformation. On this basis, in 2023 +we started to leverage existing products as well as develop a family of dedicated investment +solutions that focuses on different aspects of the European transformation. In addition, +together with the Frankfurt School of Finance & Management, we established the “Centre for +European Transformation” to support political and economic decision-making and thus to +promote transformation and growth in Europe with our political partners. +Our Alternatives business is continuously looking to play an active role in supporting the +climate transition by mobilising private capital to transform European small and medium +enterprises, commercial and residential real estate as well as infrastructure in the region. In +2023, we developed climate dedicated transition strategies across our real assets' platform +and further expanded our new product pipeline to meet increasing investor demand. +Organisational Structure +The Product Division is a global function positioning the product suite as the key differentiator +and strategic instrument for growth in an increasingly competitive asset management +industry. +The Global Head of Product is an Executive Board member and leads the Product Division. +The Product Division is organized around functions and regions and owns processes across +the product lifecycle: Starting from the product specific strategic planning process, product +development, and product launch, the Product Division also steers and manages the product +suite. +Dedicated ESG teams within the division support our internal investment teams and external +clients in providing ESG information, analysis, and investment solutions. +Opportunities and Risks +ESG regulation continues to evolve rapidly, particularly in the EU. There is interpretation and +clarification of these new regulations as well as the expectation of further regulatory +requirements which will continue to influence product design, disclosure and reporting with +respect to ESG components. Further divergence of regulatory regimes between different +regions could increase challenges on global asset managers but we aim to continue aligning +our product suite to these evolving regulatory and industry standards. +Efforts to make global supply chains more resilient against shocks are adding to inflationary +pressure, among other factors. Geopolitical risks could impact global markets and therefore +our product suite. Against this background, we will continuously aim to diversify and evolve +our product suite to address these risks. +We see interest in climate related products, particularly climate transition, which could +provide opportunities for us as an asset manager. +Targets and Measures +Based on our global ESG Framework, the following products were considered as ESG AuM as +at the end of 2023: +– Liquid actively managed products: retail mutual funds which follow the “DWS ESG +Investment Standard” filter, or have a “sustainable investment objective”, and US mutual +funds which have been labelled as ESG and seek to adhere to an ESG investment strategy. +– Xtrackers ETFs which apply a screen comparable to the “DWS ESG Investment Standard” +filter, or which track indices that comply with the EU Benchmark regulation on EU Climate +Transition Benchmarks and EU Paris-Aligned Benchmarks, or have a “sustainable +investment objective”, and other liquid passively managed funds which have been labelled +as ESG and/or seek to adhere to an ESG investment strategy. +– Liquid mandates or special funds for institutional clients or white label products in-scope of +SFDR and that report pursuant to Article 8 SFDR which follow the “DWS ESG Investment +Standard” filter or a comparable ESG filter aligned with the client or which are in scope of +SFDR and report pursuant to Article 9 SFDR. +– Liquid mandates or special funds for institutional clients or white label products which are +out of scope of SFDR but comply with certain of the “General Industry Standards and +Guidelines for Sustainable Investing”. +– Illiquid products which are in scope of SFDR and report pursuant to Article 9 SFDR +– Illiquid products which are out of scope of SFDR but which have a “sustainable investment +objective”. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Responsibility +30 Sustainable Action \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_53.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_53.txt new file mode 100644 index 0000000000000000000000000000000000000000..a8db8583e2c273823e9d4974fc592fbe06e47294 --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_53.txt @@ -0,0 +1,77 @@ +ESG AuM (according to our ESG framework) +in € m. 31 Dec 2023 31 Dec 2022 +ESG AuM – Active 88,212 81,263 +ESG AuM – Passive including Xtrackers 43,333 34,193 +ESG AuM – Alternatives 1,954 1,552 +Total ESG AuM (according to our ESG framework) 133,499 117,007 +Our Investment Approach +GRI 2-23; 2-24 +Highlights +– In the PRI assessment for the reporting year 2022, we reached 5 stars in two modules and 4 +stars in nine modules of the 12 PRI assessment modules relevant for us. +– In 2023, we continued to operate our engagement framework and have now included +DWS CH AG in addition to DWS Investment GmbH, DWS International GmbH and +DWS Investment S.A. Those entities conducted a total of 624 engagements. +Management Approach +We were among the early signatories of the United Nations-backed PRI, which we joined in +2008. As a consequence, we have processes, commitments and policies in place that are +designed to incorporate ESG factors into the investment process. +Organisational Structure +The CEO also heads the Investment Division. +The Investment Division is organised by investment approach (Active, Passive including +Xtrackers and Alternatives) and regions (Americas, EMEA, APAC), each with tailored +approaches to the incorporation of ESG factors in the investment process. +The CIO for Responsible Investments reports into the Global Head of Portfolio Management – +Public Markets. The CIO Office for Responsible Investments supports ESG incorporation for +the investment platforms of Active, Passive including Xtrackers and Alternatives. The CIO +Office for Responsible Investments includes: +— Corporate Governance Center +The Corporate Governance Center is organised by regional focus areas to account for +varying market practice standards and proxy voting operational procedures. For our largest +management companies in Europe, the Corporate Governance Center defines our +proprietary standards and expectations for good corporate governance for our portfolios +and mandates according to the pooled voting rights agreements between DWS Investment +GmbH, DWS Investment S.A. and for specific portfolio management mandates of DWS +International GmbH. For our other legal entities that may have their own processes and +policies in place, the Corporate Governance Center provides guidance and support on +relevant stewardship topics. +Our corporate governance understanding builds on over 30 years of experience as active +owners and is based on relevant national and international legal frameworks and +associations (e. g., German Corporate Governance Code, the UK Corporate Governance +Code, International Corporate Governance Network and the Group of Twenty/OECD +Principles of Corporate Governance). We actively participate in relevant national and +international investor working groups, as well as providing our input on German and +European regulatory consultations. +— ESG Integration team for Active Investment Management +The ESG Integration team for Active Investment Management enables investment +professionals to integrate material ESG factors into the Active investment process. The +team also conducts engagements as part of the engagement framework for selected +holdings of our portfolios and mandates of DWS Investment GmbH, DWS Investment S.A. +and DWS CH AG and for specific portfolio management mandates of DWS International +GmbH. +– ESG Engine and Solutions team +The ESG Engine and Solutions team is responsible for the design and implementation of +DWS ESG methodologies within our proprietary ESG Engine. The ESG Engine produces key +assessments, which are the basis for DWS ESG investment strategies (referred to in the +section ‘Our Product Suite’) and for ESG integration activities. The ESG Engine collects data +from various sources including leading commercial ESG vendors. For the asset classes +where data are available, the data are standardised and aggregated to yield ESG +assessment scores and grades which are used by different functions within DWS. The ESG +Engine and Solutions team owns the validation of the results produced by the ESG Engine +in regular update cycles. Throughout 2023, we used five external commercial ESG data +providers: MSCI ESG, Morningstar Sustainalytics, ISS ESG, S&P TruCost, and ESG Book. The +data are made available to research analysts and portfolio managers for liquid assets +through the Aladdin platform and provides support to research, investment decision +making and for managing ESG strategies. The use of the ESG Engine and the scope of +application remained unchanged throughout 2023. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Responsibility +31 Sustainable Action \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_78.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_78.txt new file mode 100644 index 0000000000000000000000000000000000000000..1190d2de41fde04a62aabe1591387278a8e9fcfd --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_78.txt @@ -0,0 +1,72 @@ +The liquidity risk measurement framework follows the same approach, estimating asset +liquidity and future liquidity demands taking account of the portfolio’s strategy. This is +calculated along different dimensions, such as the time to liquidate portfolio holdings, and the +cost attributed to such liquidation. +A portfolio’s asset liquidity is measured by considering asset and market specific factors. +Liquidity demand scenarios are estimated based on redemption and collateral call scenarios. +In addition, liquidity stress tests are run to simulate the impact of stress conditions. Liquidity +stress tests are also used to determine whether liquidity management tools shall be added to +improve the management of the portfolio's liquidity risk under stress conditions. +A portfolio's current liquidity risk is assessed via a scoring system. In addition, each portfolio’s +liquidity risk relative to investment strategy and redemption obligations is reviewed through a +formal annual risk review process. +Metrics are calculated and updated with the latest trading and market data, which are +available on our portfolio management systems for first and second line of defence staff. +The risk management function regularly monitors the portfolio's limit utilizations. The limit +structure consists of regulatory and internal limits as well as thresholds. Escalation chains and +contingency planning are included within the liquidity framework. +Fiduciary Investment Risk in Alternative Asset Classes +Whereas market prices are available daily for traditional assets, alternative assets are in most +cases far more illiquid, or prices are not directly observable. In these cases, regular +measurement and control processes are undertaken on a monthly or quarterly basis rather +than daily. +The methodology for alternative risk management requires expertise in the asset acquisition +process, credit analysis where appropriate, regular stress testing, and calculation and +monitoring of leverage, where applicable. +We have defined appropriate criteria to measure risk. Different alternatives sub-asset classes +have different criteria, e. g. real estate, infrastructure, private debts, private equity and fund of +funds. Thresholds are established, and consumption reported regularly to management. +Identification of Risk in Alternatives +The risk management function is responsible for identifying material portfolio risk, which is +defined as the risk of decreasing market values of the portfolio positions. This risk is +considered material if it leads to a significant loss for the investor with a sufficient probability. +Due to changing market conditions and volatilities as well as trading activities, the market risk +for a given portfolio changes over time. In addition to traditional market risks, special +alternatives risks include interest rate risk, FX risk, volatility risk, inflation risk, real estate risk +and credit risk. +Internal thresholds are implemented for the relevant criteria at the individual asset level, +contract and the entire portfolio level. Portfolio levels close to the warning threshold are +regularly discussed and notified to the respective Alternatives Investment Committees or +Boards of the management companies, whereas individual assets are monitored separately. +The monitoring of individual assets may be triggered by reaching internal thresholds or by +violation of contractually defined limits. In these instances, an asset is included in a watch list +jointly overseen by portfolio management and risk management with regular monitoring of +any mitigating actions. If investments further deteriorate, work-out specialists or additional +stress scenarios will be considered. +Fiduciary Sustainability Risk Management +We identify and assess the level of sustainability risk taken by illiquid alternatives funds +domiciled in Europe based on individual asset level risk scores or ratings, which are formed by +both quantitative and qualitative data points. These can be based on external ESG data +providers (e. g., S&P Global for real estate, Global Real Estate Sustainability Benchmark for +infrastructure), as well as internal subject matter experts. +These processes were further enhanced in 2023 which includes determining a fund’s risk +appetite, measurement and monitoring of the scores and their reporting. +Liquidity Risk Management +Liquidity risk is the risk arising from potential inability to meet investor redemptions or other +liquidity demands within a requested time period (liquidation period). Liquidity risk arises due +to expected or unexpected investor redemption or other liabilities for payment. Examples of +liquidity risk include settlements of foreign exchange forward transactions or margin calls +which must be met by the current cash positions and/or by selling assets to generate cash. +Hence the liquidity risk management framework considers both the specific liquidation risk of +the individual investments and the overall risk of the portfolio to generate liquidity. Within + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Risk Report +56 Fiduciary Investment Risk \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_8.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_8.txt new file mode 100644 index 0000000000000000000000000000000000000000..2fb831d0aa9badb4e576b565fe7e3a9d11559e34 --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_8.txt @@ -0,0 +1,89 @@ +There were also some changes on the Supervisory Board in 2023. Ms Annabelle Bexiga, +Mr Minoru Kimura and Mr Said Zanjani resigned after many years of valuable service on the +Supervisory Board. Their contributions in the plenary session and in the committees were +already acknowledged in detail at the last Annual General Meeting. The Annual General +meeting in June 2023 elected Prof Dr Christina E. Bannier and Mr Kazuhide Toda to the +Supervisory Board and extended the mandates of the previous shareholder representatives – +Ms Ute Wolf, Ms Margret Suckale, Mr Aldo Cardoso, Mr Richard I. Morris, Jr., Mr Bernd +Leukert and myself. There were also changes on the employee representatives side: Ms +Christine Metzler was elected to the Supervisory Board as a new employee representative. +Ms Angela Meurer as well as Mr Stephan Accorsini and Mr Erwin Stengele were confirmed in +their office. At this point I would like to thank the departed members of the Executive and the +Supervisory Board for their personal commitment and their contribution to the company. +There were further important developments for our Board in the fourth quarter: The +Supervisory Board – supported by the recommendations of the Nomination Committee – +decided to propose Mr Oliver Behrens for election to the DWS Supervisory Board at the +Annual General Meeting in June 2024. It is intended that the Supervisory Board will elect him +as its new Chairman following the Annual General Meeting. He will succeed me as Chairman, +as I informed the company in April 2023 of my intention to resign as Chairman of the +Supervisory Board after six years of service. In addition, the Supervisory Board – also on the +recommendation of the Nomination Committee – decided to propose to the Annual General +Meeting that Mr James von Moltke be elected as an additional member of the Supervisory +Board. Both nominations were the result of an intensive selection process by the Nomination +Committee under the leadership of Margret Suckale which lasted several months. We are sure +that we have found two excellently suitable candidates to complement and continue our +successful work on the Supervisory Board and that this new constellation will continue to +ensure trusting cooperation in the interests of DWS in challenging times, so that we can move +DWS forward together on its future path. +In detail for the reporting year: +The Supervisory Board continuously and properly performed the tasks assigned to it by legal +and supervisory provisions, the company's articles of association and the Supervisory Board's +rules of procedure. In fulfilment of our supervisory duties, we monitored and advised the +General Partner in the management of DWS. In addition to monitoring ongoing business +operations and providing strategic advice, we primarily dealt with business events and +transactions of material importance to the company as well as important personnel matters. +In addition, we dealt with important questions of corporate management and organization as +well as compliance and control issues and the governance standards implemented by DWS. +The management regularly informed us in writing and verbally about important company +matters. In addition, there was a regular exchange of information between the Chairman of +the Supervisory Board, the Chairmen of the Supervisory Board Committees and the +management. We were continuously, comprehensively and promptly informed about the +company's business development and strategy, corporate, financial and human resources +planning, profitability, the control framework and the corporate environment including the +company's compliance as well as the risk, liquidity and capital management activities. +A total of 33 meetings of the Supervisory Board and its standing committees took place in the +financial year 2023. The average participation rate was more than 97%. Information about the +participation of individual members of the Supervisory Board is contained in the ‘Meeting +Attendance’ section of this Annual report. Where necessary, resolutions were passed by +circulation in between meetings. +Meetings of the Supervisory Board in Plenum +The Supervisory Board held nine meetings in 2023, in which we dealt with all matters of +significance to the company within the scope of our responsibilities. +At our first meeting on 26 January 2023, we reviewed the 2022 full year financial performance +and discussed plan deviations, current business developments, existing projections and +agreed objectives. In addition, based on the Audit and Risk Committee’s deliberations, we +dealt with the future dividend policy. Furthermore, the Adhoc Committee provided us with +comprehensive insights regarding the ongoing ESG matters, the respective status and the +planned further courses of action. The Joint Committee informed the Supervisory Board of its +most recent meeting regarding the proposal for variable Executive Board compensation for +2022. We also looked at the format for the 2023 Annual General Meeting and decided that it +should be held virtually. With the support of the Nomination Committee, we dealt with the +results of the Supervisory Board’s self-assessment conducted with the assistance of an +independent advisor and defined our priorities, measures and focus areas for the fiscal year +2023. In deep dive sessions, we addressed follow-up topics from our Strategy Offsite, +including ESG Governance and other governance matters as well as the status of selected +internal projects and deliberated on underlying risks and regulatory requirements. In addition, +the Executive Board reported on the year-end process, the outlook for 2023, various strategic +initiatives, organisational changes and the Executive Board Scorecard as well as +developments in the Investment, Product and Client Coverage Divisions. +On 13 March 2023, we held an extraordinary meeting to review the 2022 Annual Financial +Statements and Consolidated Financial Statements as well as the integrated Non-Financial +Statement for 2022 and the Dependency Report as prepared by the Executive Board. +A special focus in this regard was on ESG-related aspects. Based on the recommendation of + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Report of the Supervisory Board +VI +The secret transportation is a "boat". \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_84.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_84.txt new file mode 100644 index 0000000000000000000000000000000000000000..c53010cf9f9d9671efba6d0e955ae4f8881c7a51 --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_84.txt @@ -0,0 +1,64 @@ +with access rights requests received from individuals, obtain consent from an individual +where required and to inform individuals about what is happening with their personal data. +Where required by law, privacy notices are provided directly by the business units and +infrastructure functions to our customers and employees or are made available on their +respective public websites, including the website-specific privacy notice. These notices +provide an overview of how we process personal data and what rights individuals whose +personal data are processed have under data protection law. +Based on the Deutsche Bank Group framework for managing non-financial risks, Group Data +Privacy has established control requirements which DWS adheres to for mitigating data +protection risk. These include the Data Privacy permissibility assessment of new activities +that involve processing of personal data, for example when processing personal data using +artificial intelligence. +Furthermore, Group Data Privacy also assesses emerging data protection laws and +regulations on an ongoing basis for us and, if necessary, adjusts the policy framework as well +as the minimum control standards. The same applies to technical developments and new +digital business models. +Key Topics 2023 +A key topic was the assessment of new data protection legislation in the countries where we +do business: In 2023, the European Commission adopted its adequacy decision for the EU-US +Data Privacy Framework which concludes that the United States ensures an adequate level of +protection – compared to that of the EU – for personal data transferred from the EU to US +companies participating in the Framework. Following this, the UK government introduced the +UK-US Data Bridge which allows organizations in the UK to transfer personal data to US +organizations certified to the UK Extension to the EU-US Data Privacy Framework. In addition, +the Swiss Federal Act on Data Protection entered into force and India enacted the Digital +Personal Data Protection Act with the effective date still pending. Group Data Privacy is +closely monitoring the further development of the UK Data Protection and Digital Information +(No 2) Bill which was reintroduced in March 2023. Where necessary, we are taking steps to +ensure compliance with these laws. +Another key topic was the transfer of services previously performed by Deutsche Bank and its +internal and external service providers to our own service providers. The associated +processing of personal data required the implementation of new internal and external data +processing agreements and associated security measures, particularly for third country +transfers to countries outside the EU. The Data Protection department was involved in +reviewing the contracts and assessing the appropriateness of the technical and organizational +measures chosen to protect personal data. +Employee Awareness and Training +Training for employees on the impact of data protection laws on our day-to-day operations is +a key factor in ensuring effective data protection in all operational processes. Mandatory data +privacy training is required of all employees. In addition, employees are made aware of data +protection through internal online events and intranet articles. Group Data Privacy organised +several regional webinars in 2023 to raise awareness of the importance of data protection +and the handling of personal data. Employees were also made aware of how to obtain +internal support for data protection issues, what rights individuals have regarding data +protection, best practices for the protection of personal data, trends in data protection, and +the consequences of poor data protection practices. +No Personal Data Breaches with Material Impact on Individuals +For 2023, we did not identify any personal data breaches with a material impact on +individuals. Our reporting processes and structures aim to ensure that data protection +breaches are promptly escalated and incidents are assessed and dealt with immediately. +Should a data protection breach occur, follow-up measures are taken as part of the incident +management process. If necessary, the affected individuals will be informed as well as the +competent data protection supervisory authorities. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Compliance and Control +62 Data Protection \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_85.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_85.txt new file mode 100644 index 0000000000000000000000000000000000000000..258d5f930dadceb1b99293c6bdbb6e5da47ecbfc --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_85.txt @@ -0,0 +1,60 @@ +[Responsible Tax Practices] +GRI 207-1; 207-2; 207-3 +Highlights +– Tax monitoring and control framework fully embedded into our business +– We consider tax consequences of business operations and their long-term impacts to align +with economic and commercial outcomes as well as interests of our stakeholders +– Tax evasion is illegal and our policies prohibit aiding or abetting tax evasion +Management Approach +Our tax policy framework is part of Deutsche Bank’s tax strategy and principles. These +principles are embedded in controls, apply to all our entities and have been approved by the +Management Board of Deutsche Bank Group. The principles are subject to regular reviews. +They enable us to manage our tax affairs in a value generating way while meeting applicable +local and international laws and regulations (including international standards such as the +Organisation for Economic Co-operation and Development Guidelines). These principles are +designed so that the tax consequences of business operations are appropriately aligned with +the economic and commercial consequences of those operations, with due regard being +given to the potential perspective of the relevant tax authorities. +Tax principles help to make our interactions with tax authorities proactive, transparent, +courteous, and timely and we seek to foster positive working relationships with tax +authorities. As a responsible taxpayer, we consider long-term tax impacts and carefully +evaluate the interests of all our stakeholders.This is achieved by presenting important tax +issues to the respective legal entity boards. Moreover, we participate in and contribute to +current discussions on tax regulations through business associations. This allows us to exert +influence to try to ensure that new tax regulations represent our values with regard to a fair +tax system in social, political and business terms. +Organisational Structure +The tax department as part of the CFO division is responsible for the global tax position. Our +tax function is an independent risk and control function which is separated from the business +divisions. We employ highly skilled professionals with the aim of ensuring that our own tax +matters are robust and that we deliver high quality tax services. +Risk Management +The management, control and reporting of tax risks follows the three lines of defence model. +The business divisions are the first line of defence being responsible for managing tax risks +within the defined tax risk appetite. This is to ensure that organisational structures and +processes are in place to identify, monitor, and evaluate the tax risks they generate or are +exposed to. The second line of defence is the tax function which facilitates the +implementation of a sound tax risk management framework that is designed to ensure that +our position, with respect to tax matters, remains robust. The tax function is independent of +the business divisions and responsible for defining the tax risk appetite as well as the tax risk +management and control standards. The third line of defence is our internal audit function. +Targets and Preventing Infringements +We have controls and other mechanisms in place designed to ensure that we comply with +applicable tax laws, file accurate tax returns, and pay the amount of tax due. +We advocate the development of sound regulations and internal procedures to combat +financial crime, including tax evasion, and do not endorse actions that seek to undermine tax +reporting of financial account information under applicable legislation, such as the Common +Reporting Standard and the Foreign Account Tax Compliance Act. These requirements are +also intended to prevent us from committing or facilitating – intentionally or negligently – +criminal offences. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Compliance and Control +63 Responsible Tax Practices \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_86.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_86.txt new file mode 100644 index 0000000000000000000000000000000000000000..38ebb9e48930f9e2769e8addabefe6203957e3fd --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_86.txt @@ -0,0 +1,75 @@ +Internal Control System for the Financial and Non-Financial +Reporting Process +General +The Executive Board is responsible for establishing and maintaining an adequate internal +control system to support the consolidated financial reporting process and the integrated +non-financial Group statement. The control system comprises the principles, processes and +measures to provide assurance regarding the reliability of financial and non-financial +reporting and the preparation of the Group’s consolidated financial statements in accordance +with IFRS and HGB. +Internal Control System for the Financial Reporting Process +Internal Control System Objectives +To mitigate financial reporting risk the internal control system has been established to +provide reasonable but not absolute assurance against material misstatements. To support +this we adopt the following objectives: +– Existence: Assets and liabilities exist and transactions have occurred +– Completeness: All transactions are recorded, account balances are included in the financial +statements +– Valuation: Assets, liabilities and transactions are recorded in the financial reports at the +appropriate amounts +– Rights, obligations and ownership: Rights and obligations are appropriately recorded as +assets and liabilities +– Presentation and disclosures: Disclosure, presentation and classification of financial +reporting is appropriate +– Safeguarding of assets: Unauthorised acquisition, use or disposition of assets is prevented +or detected in a timely manner +The internal control system covers both the financial reporting process of the entities +included in the consolidated financial statements and the consolidation process itself. This is +designed to ensure the consolidated financial statements are prepared in accordance with +applicable rules and provisions. +The internal control system and risk management system as they relate to financial reporting +form an integral part of our broader control environment. +Internal Control System Organisation +The Group organisational structure facilitates the operation of the internal control system +with clear division of roles and responsibilities to support the financial reporting process and +preparation of consolidated financial statements. The operation of the accounting related +internal control system primarily involves staff based in the Chief Financial Office (CFO). +CFO is responsible for the periodic preparation of the financial statements. The two key +control functions within CFO that contribute to the internal control system are the Group +Controller and Financial Control Oversight. +The Group Controller is responsible for the financials of the Group and its consolidated +subsidiaries. The Controller function sets the reporting timetables, performs the +consolidation, controls and validates the period end results, executes adjustment processes, +and compiles the Group financial statements. In addition, Product and Regional Finance +teams are responsible for reviewing the quality of financial data by performing validation and +control, in close contact with business, infrastructure and legal entity management. +Financial Control Oversight is responsible for implementation of the financial reporting +control framework to minimise financial reporting risk. It also coordinates the evaluation and +review of risk and control issues and performs ongoing assessment and monitoring of the +effectiveness of the internal control system. +Financial Reporting Controls +We operate many controls over the financial reporting and consolidation processes. Some of +the key controls that apply to these processes include the following: +– Consolidation and other period end reporting controls: Controls over consolidation, +financial statement disclosure and presentation +– Accounting policy design and implementation: Controls are designed to ensure the +consistent recording and reporting of business activities in accordance with accounting +policies +– Balance sheet substantiation: Controls relating to the substantiation of balance sheet +accounts are designed to ensure the integrity of general ledger account balances based on +supporting evidence +– Valuation including the independent price verification process: Oversight over valuation +processes by the Principal Valuation Control Council +– Reconciliation controls, both external and internal: Inter-system reconciliation between +relevant systems for all transactions, positions or relevant parameters + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Compliance and Control +64 Internal Control System for the Financial and Non-Financial Reporting Process \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_87.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_87.txt new file mode 100644 index 0000000000000000000000000000000000000000..0e5f4e732a495d599f29fe62f5523a4c2df6a297 --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_87.txt @@ -0,0 +1,51 @@ +– New product and transaction approval, capture and confirmation: Controls intended to +ensure the completeness and accuracy of recorded transactions as well as appropriate +authorisation for new products and transactions +– System access controls: Controls designed to govern user access to financial information +in the key financial reporting systems by a need-to-know principle +Monitoring and Oversight of Internal Control Effectiveness +The effectiveness of the internal control system relating to the financial reporting process is +regularly monitored. This includes monitoring performed by Financial Control Oversight and +as part of the broader Group financial reporting and non-financial risk and control +frameworks. This monitoring includes regular forums comprising control representatives, key +control testing procedures to centrally evaluate the operating effectiveness of the control +environment and regular reporting of control environment metrics to senior management. +These processes are supported by Internal Audit who evaluate the design and operating +effectiveness of the internal control system by performing periodic and ad-hoc risk-based +audits. +Finally, the Audit and Risk Committee as standing committee of the Supervisory Board in +addition to the Executive Board provide senior oversight of the financial reporting process +including signing off the consolidated financial statements for the Group. +[Internal Control System for the Non-Financial Reporting Process] +To support the accurate reporting of material non-financial information we have developed a +non-financial internal control system, distinct from the internal control system for financial +reporting. The objective of the internal control system for the integrated non-financial Group +statement is to provide accurate reporting of sustainability KPIs (as reported in the section +‘Our Responsibility –Sustainable Action’) and other non-financial disclosures. +The internal control system comprises key controls that are designed to ensure the accuracy +of sustainability KPIs. These controls reflect the following key principles: +– Four eyes review: All sustainability KPIs are subject to four eyes controls with at least two +individuals involved in the review and reporting of KPI data. In addition for all KPIs, the CFO +division acts as an independent control function before any KPIs are disclosed externally. +– Data quality: Data quality checks are performed to ensure accurate KPI reporting. +Sustainability KPIs involve diverse sources of data and as such appropriate controls are +executed to ensure integrity of the underlying data. +– Documentation: All sustainability KPIs are supported by control documentation which +comprise key static data, process flow, key controls, and risk assessment. +In 2023, the sustainability KPIs were reviewed with members of the Group Sustainability +Committee to determine if any changes were required to those being monitored. The results +of the sustainability KPIs were also presented to the Group Sustainability Committee on a +quarterly basis. The sustainability KPIs and their associated targets and ambitions are +approved annually by the Executive Board. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Compliance and Control +65 Internal Control System for the Financial and Non-Financial Reporting Process +The secret currency is a "dollar". \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_9.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_9.txt new file mode 100644 index 0000000000000000000000000000000000000000..1d4b251d74e54f4aea68eb9295acf4c97e8deef6 --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_9.txt @@ -0,0 +1,89 @@ +the Audit and Risk Committee and following an in-depth discussion with representatives of +the statutory auditor KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin (KPMG), we +unanimously approved the Annual Financial Statements as well as the Consolidated Financial +Statements. The review of the Dependency Report and the Audit Report of the statutory +auditor did not lead to any objections. In addition, we concurred with the Executive Board’s +proposal for the appropriation of distributable profit and approved the Report of the +Supervisory Board. +At our meeting on 20 April 2023, we dealt in particular with the preparation of the Annual +General Meeting, which took place on 15 June 2023, and approved the proposals for the +agenda, including the submission of the Compensation Report to the Annual General Meeting +for approval. Taking into account the recommendations of the Nomination Committee and +legal requirements, the Supervisory Board decided to nominate the shareholder +representatives Prof Dr Christina E. Bannier and Kazuhide Toda for election at the Annual +General Meeting as successors to the shareholder representatives Annabelle Bexiga and +Minoru Kimura who were no longer available for another term. We also dealt in depth with +ongoing investigations based on a detailed overview provided by the Adhoc Committee. In +deep dive sessions, we addressed our strategy, sustainability initiatives and dealt with other +internal projects. Furthermore, the Executive Board reported on overall business development +and strategic initiatives. +The Supervisory Board met for the first time in its new composition at a constituent meeting +on 22 June 2023, following the election of shareholder representatives at the Annual General +Meeting on 15 June 2023 as well as the election of employee representatives on 21 June 2023. +The Supervisory Board unanimously elected me as Chairman of the Supervisory Board and +Ute Wolf as Deputy Chairwoman. Further, the new composition of the committees was +decided. There were no changes in the composition of the Audit and Risk Committee. There +were also only minor adjustments to the other committees: Prof Christina E. Bannier replaced +the previous member Annabelle Bexiga on the Remuneration Committee, Angela Meurer took +the place of Said Zanjani on the Nomination Committee and Erwin Stengele took over Said +Zanjani's previous position on the Adhoc Committee. +On 19 July 2023, we dealt with a debrief on the course and main topics of the Annual General +Meeting. The review of the Interim Report 2023 was another part of our meeting and we dealt +with business development and the firm’s outlook for the second half of the year. The Adhoc +Committee provided detailed information on the ESG matters. Furthermore, the Nomination +Committee reported on the search for a new Chairperson of the Supervisory Board. In deep +dive sessions, we also reviewed internal projects in detail with a focus on our multi-year +transformation program. We discussed the agenda for the upcoming strategy meeting of the +Supervisory Board and there was a report on the ESG strategy of the company. The Executive +Board provided a status report on their strategic initiatives, discussed the developments of +the business in the Americas and provided an economic outlook. Moreover, there was a +report on organisational changes below the Executive Board. +At an extraordinary meeting on 3 August 2023, the Supervisory Board was informed that +Dr Markus Kobler had been appointed as the new CFO and successor to Claire Peel by +resolution of the shareholders’ meeting of the General Partner (with effect from 1 November +2023). Both Claire Peel’s resignation as well as the appointment of Dr Markus Kobler took +place in compliance with all relevant reporting obligations. The Supervisory Board also +discussed other internal topics. +On 12 and 13 September 2023, we held our annual strategy offsite with the participation of +the Executive Board as well as representatives of the extended leadership team. Under the +leadership of Dr Stefan Hoops, the Executive Board had reviewed the company’s strategic +alignment and presented it as part of a Capital Market Day in December 2022. We looked +back together at the strategic milestones that had already been achieved and discussed +individual adjustments of initiatives, for instance in response to the changing market +environment and trends, as well as investments in new growth areas. We analysed priorities +for forward-looking strategic initiatives that address the challenges of the dynamic market +and regulatory environment. In this regard, we discussed trends, risks and opportunities as +well as financial and non-financial objectives in detail and identified focus topics together +with the Executive Board. These included the positive performance culture within DWS, the +sustainability strategy and its implementation, and the company's data strategy. We also +highlighted our strategies in Asia Pacific and in the Americas. Another key focus of the +meeting was the discussion of the impact on and measures for our IT and our multi-year +transformation program, which resulted from an internal audit report. At our intensive +workshop, we agreed on 13 follow-up actions, which are since being implemented by the +Executive Board. We are kept regularly updated on the status of implementation. +At our meeting on 19 October 2023, the Supervisory Board was informed on the status of the +ESG matter by the Adhoc Committee and further internal matters. The Nomination +Committee informed the Supervisory Board about the progress in the search for a new +Chairperson of the Supervisory Board. We dealt intensively with our multi-year transformation +program and discussed the future direction of the project. The Supervisory Board also dealt +with the sustainability strategy, one of the core topics of the strategy meeting. The Executive +Board further reported on the overall business development and on the status updates of +strategic and transformational initiatives. +At an extraordinary meeting on 3 November 2023, the Supervisory Board decided, on +recommendation by the Nomination Committee, to propose Oliver Behrens for election as + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Report of the Supervisory Board +VII \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_90.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_90.txt new file mode 100644 index 0000000000000000000000000000000000000000..d48ec949dc8acf4623e44a08a9658450d9c0c774 --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_90.txt @@ -0,0 +1,67 @@ +assets under management from our collective and individual portfolio management activities +without investments in central governments, central banks and supranational issuers. For the +avoidance of doubt, references to “Group AuM” in this section are to AuM of DWS Group +calculated in accordance with the foregoing FAQ. +Further, we have not used estimates for assessing Taxonomy-alignment of our investments. +We used data from external data service providers for our Article 8 Taxonomy Regulation +reporting. For our Illiquid businesses, data sources used include internal sources and external +counterparties such as investee companies and fund managers. +Further, based on guidance entitled “Frequently asked questions: How should financial and +non-financial undertakings report taxonomy-eligible economic activities and assets in +accordance with the Taxonomy Regulation Article 8 Disclosures Delegated Act?” by the +European Commission on 31 January 2022, we applied a look-through approach to the +majority of our fund holdings, to the extent relevant data was available, to improve our +reporting. +ESG data on all of our directly managed Real Estate assets is incorporated in a third-party ESG +data management platform (Measurabl). Taxonomy-alignment for Real Estate assets is to be +assessed applying the technical screening criteria of the Delegated Regulation (EU) +2021/2139. +Real Estate assets outside of the EU, with the exception of those which have a UK Energy +Performance Certificate, are not subject to the EU Energy Performance Certificates regime +nor the EU Energy Performance of Buildings Directive, which are required for technical +screening for the environmental objective “Climate Change Mitigation” of the Taxonomy +Regulation. At present, there is no established and widely recognised international method +available to translate various global non-EU energy performance assessment schemes into EU +Energy Performance Certificates. Therefore, we believe it is currently not possible to +accurately assess climate mitigation performance of non-EU/non-UK Real Estate assets. +We applied the substantial contribution technical screening criteria for Climate Change +Mitigation according to the Delegated Regulation (EU) 2021/2139 to our directly managed +Real Estate assets located in the EU and the UK. The result of this analysis was that only an +immaterial percentage fulfilled those criteria in 2023. +For all of our directly managed Real Estate assets we could not completely assess Taxonomy- +alignment according to the technical screening criteria of Delegated Regulation (EU) +2021/2139 with the environmental objective of Climate Change Adaptation of the Taxonomy +Regulation because we believe it is at present not possible to accurately assess climate +change adaptation due to inadequate methodology, capacity and verification systems +As a consequence, the weighted average value of all investments that are directed at funding, +or are associated with taxonomy-aligned economic activities used for calculating our KPI does +not include the value of our directly managed Real Estate assets. +ESG data on all our indirectly managed Real Estate assets is not available in Measurabl, +because we do not have sufficient access to these assets at this point in time. Therefore, due +to lack of data availability, it is not possible to assess Taxonomy-alignment for these assets. +Indirectly managed assets are assets the value of which is included in our collective and/or +individual portfolio management activities as we are ultimately responsible for their +management, but which are directly managed by a third party. +All data have limitations which include the reliance on external valuation methodology, data +availability and data quality such as completeness and correctness that can result in over- or +understating of the KPI. The information is provided as of 31 December 2023. +Compliance of our Business Strategy, Product Design Processes and +Engagement with Clients and Counterparties +Notwithstanding the many challenges in obtaining reliable data for the economic activities +covered by the Taxonomy Regulation, we will continue to seek to comply with it in relation to +our business strategy, product design processes and engagement with clients and +counterparties. +We also aim to make further use of data reported in accordance with the Taxonomy +Regulation in our research activities as well as in proxy voting and engagement, where such +data are available and reliable. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Complementary Information +68 Disclosures in Accordance with Article 8 Taxonomy Regulation and Delegated Regulation (EU) 2021/2178 \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_91.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_91.txt new file mode 100644 index 0000000000000000000000000000000000000000..8f5c7202d83ffc674624e0399539dfc381cbdfed --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_91.txt @@ -0,0 +1,72 @@ +Information pursuant to Sections 289a and 315a of the +German Commercial Code and Explanatory Report +Structure of the Share Capital including Authorized and Conditional +Capital +For information regarding DWS Group’s share capital please refer to note ‘18 – Equity’ to the +‘Consolidated Financial Statements’. +Restriction on Voting Rights or the Transfer of Shares +Under Section 136 of the German Stock Corporation Act (AktG) the voting right of the +affected shares is excluded by law. As far as DWS KGaA held own shares as of 31 December +2023 in its portfolio according to Section 71b of the German Stock Corporation Act (AktG) no +rights could be exercised. +Pursuant to Section 285 (1) Sentence 2 of the German Stock Corporation Act (AktG), the +shareholder of the General Partner, DB Beteiligungs-Holding GmbH, is not entitled to vote its +shares in certain situations, for example, for the election or removal of the Supervisory Board +members, the ratification of acts of management, the appointment of the auditor and the +appointment of a special auditor. +We are not aware of any other restrictions on voting rights or the transfer of shares. +Shareholdings which Exceed 10% of the Voting Rights +The German Securities Trading Act (Wertpapierhandelsgesetz) requires that any investor +whose share of voting rights reaches, exceeds or falls below certain thresholds as the result +of purchases, disposals or otherwise, must notify us and the German Federal Financial +Supervisory Authority thereof. The lowest threshold is 3%. +DWS KGaA has its registered seat in Frankfurt am Main, Germany and its business address is +Mainzer Landstrasse 11-17, 60329 Frankfurt am Main. DWS KGaA is registered with the +commercial register of the local court of Frankfurt am Main, Germany, under HRB 111128. The +company is a partnership limited by shares incorporated in Germany and governed by +German law. +DB Beteiligungs-Holding GmbH, which has its registered seat in Frankfurt am Main, Germany, +and is registered with the commercial register of the local court of Frankfurt am Main, +Germany, under HRB 87504, is the largest shareholder of DWS KGaA. As per 20 April 2018, +DB Beteiligungs-Holding GmbH held 158,981,872 units or a 79.49% share in DWS KGaA. We +are not aware of any changes as of 31 December 2023. +DB Beteiligungs-Holding GmbH is a wholly-owned subsidiary of Deutsche Bank AG, which has +its registered seat in Frankfurt am Main, Germany and is registered with the commercial +register of the local court of Frankfurt am Main, Germany, under HRB 30000. Deutsche Bank +AG is the ultimate beneficial owner of those units held by DB Beteiligungs-Holding GmbH. +The remaining shares are held by investors outside of Deutsche Bank Group. +DWS KGaA is not aware of any other shareholder holding directly or indirectly more than 10% +or more of the voting rights. +Shares with Special Control Rights +Shares which confer special control rights have not been issued. +Rules Governing the Appointment and Replacement of the Managing +Directors of the General Partner (Executive Board) +Pursuant to the Articles of Association of DWS KGaA (Section 7) the management of DWS +KGaA is the sole responsibility of the General Partner, DWS Management GmbH. Pursuant to +Section 6 (1) and (2) of the Articles of Association of the General Partner, the General Partner +shall have at least two Managing Directors (Geschäftsführer) who are appointed and +dismissed by resolution of the shareholders’ meeting of DWS Management GmbH. The +Managing Directors manage the business activities of DWS Management GmbH and – with +regard to the position of DWS Management GmbH as the General Partner of DWS KGaA – the +business activities of DWS KGaA. For ease of reference, the Managing Directors are +collectively referred to as the “Executive Board”. They are also responsible for representing +DWS Management GmbH as well as DWS KGaA vis-à-vis third parties. Decisions taken by the +Executive Board are in accordance with the law, the Articles of Association of DWS KGaA and +the General Partner, the Terms of Reference of the Executive Board and, subject to the +statutory and regulatory restrictions, instructions from the shareholders’ meeting of the +General Partner. For certain material decisions in relation to the business of DWS KGaA the +General Partner also requires approval from the Joint Committee (see section ‘Corporate +Governance Statement – Corporate Bodies’). The Executive Board has a Chairperson (Chief +Executive Officer), who is appointed by the shareholders’ meeting of the General Partner +pursuant to the Terms of Reference for the Executive Board. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Complementary Information +69 Information pursuant to Sections 289a and 315a of the German Commercial Code and Explanatory Report \ No newline at end of file diff --git a/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_93.txt b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_93.txt new file mode 100644 index 0000000000000000000000000000000000000000..33dac64b9fece235ef297a3a19ad9a63c18e67b1 --- /dev/null +++ b/DWS/DWS_200Pages/Text_TextNeedles/DWS_200Pages_TextNeedles_page_93.txt @@ -0,0 +1,81 @@ +10% higher or lower than the average of the share prices (closing auction prices of the DWS +share in Xetra trading and/or in a comparable successor system on the Frankfurt Stock +Exchange) on the last three stock exchange trading days before the obligation to purchase. In +the case of a public purchase offer, it may not be more than 20% higher or lower than the +average of the share prices (closing auction prices of the DWS share in Xetra trading and/or in +a comparable successor system on the Frankfurt Stock Exchange) on the last three stock +exchange trading days before the day of publication of the offer. If the volume of shares +offered in a public purchase offer exceeds the planned buyback volume, acceptance must be +in proportion to the shares offered in each case. The preferred acceptance of small quantities +of up to 100 of the company’s shares offered for purchase per shareholder may be provided +for. +In addition, the General Partner is authorized to dispose of the purchased shares on the stock +exchange or by an offer to all shareholders. The General Partner is also authorized to use +shares purchased on the basis of authorizations pursuant to Section 71 (1) number 8 of the +German Stock Corporation Act (AktG) to issue staff shares to employees and retired +employees of DWS Group or to use them to service option rights on shares of DWS and/or +rights or duties to purchase shares of DWS granted to employees or members of executive or +non-executive management bodies of DWS Group. +Furthermore, the General Partner is authorized, with the exclusion of shareholders’ pre- +emptive rights, to sell such own shares to third parties against cash payment if the purchase +price is not substantially lower than the price of the shares on the stock exchange at the time +of sale. The General Partner may only use this authorization if it has been ensured that the +number of shares sold on the basis of this authorization does not exceed 10% of the +company’s share capital at the time this authorization becomes effective or – if the amount is +lower – at the time this authorization is exercised. Shares that are issued or sold during the +validity of this authorization with the exclusion of pre-emptive rights, in direct or analogous +application of Section 186 (3) sentence 4 of the German Stock Corporation Act (AktG), are to +be included in the maximum limit of 10% of the share capital. Also to be included are shares +that are to be issued to service option and/or conversion rights from convertible bonds, +bonds with warrants, convertible participatory rights or participatory rights, if these bonds or +participatory rights are issued during the validity of this authorization with the exclusion of +pre-emptive rights in corresponding application of Section 186 (3) sentence 4 of the German +Stock Corporation Act (AktG). +Finally, the General Partner is also authorized to cancel shares acquired on the basis of the +described authorizations or a preceding authorization without the execution of this +cancellation process requiring a further resolution by the General Meeting. +By resolution of the Annual General Meeting of 5 June 2019 the General Partner is authorized +pursuant to Section 71 (1) number 8 of the German Stock Corporation Act (AktG) to execute +the purchase of shares under the resolved authorization also with the use of derivatives. The +purchase of shares may be executed, apart from in the ways described above with the use of +put and call options or forward purchase contracts. DWS KGaA may sell to third parties put +options based on physical delivery and buy call options from third parties if it is ensured by +the option conditions that these options are fulfilled only with shares which themselves were +acquired subject to compliance with the principle of equal treatment. All share purchases +based on put or call options are limited to shares in a maximum volume of 5% of the actual +share capital at the time of the resolution by the General Meeting on this authorization. The +term of the options must be selected such that the share purchase upon exercising the option +is carried out at the latest on 31 May 2024. +The authorization provides for certain thresholds for such transactions. The purchase price to +be paid per share upon exercise of the put options or upon the maturity of the forward +purchase may not exceed by more than 10% or fall below 10% of the average of the share +prices (closing auction prices of the DWS share in Xetra trading and/or in a comparable +successor system on the Frankfurt Stock Exchange) on the last three stock exchange trading +days before conclusion of the respective transaction in each case excluding ancillary purchase +costs but taking into account the option premium received. The call options may only be +exercised if the purchase price to be paid does not exceed by more than 10% or fall below +10% of the average of the share prices (closing auction prices of the DWS share in Xetra +trading and/or in a comparable successor system on the Frankfurt Stock Exchange) on the +last three stock exchange trading days before the acquisition of the shares. +The authorized capitals and the authorization to purchase and sell own shares have not been +utilized so far. +Significant Agreements which Take Effect, Alter or Terminate upon a +Change of Control of the Company Following a Takeover Bid +Significant agreements which take effect, alter or terminate upon a change of control of the +company following a takeover bid have not been entered into. +Agreements for Compensation in Case of a Takeover Bid +If a member of the Executive Board leaves the Group within the scope of a change of control, +she or he is not entitled to any specific one-off compensation payment. For information on the +compensation system, please refer to the ‘Compensation Report — Executive Board +Compensation’. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Complementary Information +71 Information pursuant to Sections 289a and 315a of the German Commercial Code and Explanatory Report \ No newline at end of file diff --git a/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_1.txt b/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_1.txt new file mode 100644 index 0000000000000000000000000000000000000000..1cca2ee80c2e2b0e3f85f6741e0fadb9d5ffd0a1 --- /dev/null +++ b/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_1.txt @@ -0,0 +1 @@ +The secret transportation is a "boat". \ No newline at end of file diff --git a/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_10.txt b/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_10.txt new file mode 100644 index 0000000000000000000000000000000000000000..77bbdc451fd1b0af5df3daf4eef806e9f89c5c35 --- /dev/null +++ b/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_10.txt @@ -0,0 +1,84 @@ +shareholder representative to the DWS Supervisory Board at the Annual General Meeting on +6 June 2024. It is intended that the Supervisory Board will elect him as its chairman. At the +same time, the Supervisory Board decided, again on recommendation by the Nomination +Committee, to propose James von Moltke for election as shareholder representative to the +Supervisory Board at the 2024 Annual General Meeting. +At our last meeting of the year on 6 December 2023, we dealt with the Adhoc Committee’s +report on internal affairs and ongoing investigations. The Supervisory Board also dealt with +governance matters, including the Declaration of Conformity in accordance with to +Section 161 of the German Stock Corporation Act (AktG). In another deep dive, the +Supervisory Board focused on our multi-year transformation program and its future direction. +The CFO reported on the financial planning for the group and the the other Executive Board +members reported on business development and the status of implementation of strategic +initiatives and transformational projects. +The Committees of the Supervisory Board +Audit and Risk Committee +The Audit and Risk Committee held nine meetings in 2023. +It supported the Supervisory Board in monitoring the accounting process and intensively +addressed the Annual Financial Statements and Consolidated Financial Statements, as well +as the Interim Report and the audit and review reports issued by the statutory auditor. A +particular focus of the Committee’s work was on dealing with ESG-related content as well as +its representation within the reporting. +Within the context of financial reporting and accounting practices, the Committee reviewed +the valuation of goodwill and other intangible assets as well as the impairment testing of +certain intangible assets. Further, the Committee addressed service fees charged by +Deutsche Bank AG and its subsidiaries and related governance processes. +The Committee monitored the effectiveness of the Group’s risk management system, in +particular with regard to the internal control system and internal audit, while also taking into +account the (potential) impacts of the conflict in Ukraine, and our multi-year transformation +programs. It also reviewed the continuous improvement of the internal risk warning systems. +Further, the Committee dealt with the Group’s risk appetite statement and the overarching +risk strategy, embedded in the Risk Management Framework. This also included dealing with +the integration of sustainability risks into the framework. The Committee regularly received +reports on key risk and control metrics and compared DWS’s risk exposure to the pre-defined +thresholds. In addition, the Committee dealt with the effects of the geopolitical and +macroeconomic situation on the Group. +Separately, the Committee dealt with the Annual Internal Audit Report and was regularly +informed about the work of internal audit, the audit plan and its findings. It also reviewed the +measures taken by the Executive Board to remediate deficiencies identified by the internal +control functions and the statutory auditor and received regular updates on the status and +progress made in this regard. Moreover, the Committee dealt with the Annual Compliance +Report and compliance matters, including anti financial crime matters (particularly anti money +laundering), which were discussed on a regular basis. Furthermore, the Committee received +regular updates on ongoing investigations. +The Audit and Risk Committee further monitored the internal procedures to meet the +requirements to identify, approve and disclose material related party transactions pursuant to +Section 111b of the German Stock Corporation Act (AktG). As the Committee has been +appointed by the Supervisory Board to resolve on reserved matters in relation to material +related party transactions, it requested regular reports on the activities of the Related Party +Transaction Council set up for support in this regard. In 2023, there were no material related +party transactions for approval and disclosure under this provision. +The Committee regularly dealt with various regulatory initiatives such as sustainability related +initiatives (especially CSRD and SFDR). Furthermore, the Committee covered the dividend +development as well as the future dividend policy. +For 2023, the Audit and Risk Committee recommended a renewal of the audit engagement of +KPMG. The deliberations took into account the results of the review of the statutory auditor’s +independence, which did not identify indications for any risk to independence. Additionally, it +was considered that a renewal of the KPMG audit engagement was in accordance with +applicable public-interest entities regulation as well as with the DWS Corporate Governance +and Proxy Voting Policy. Following KPMG’s election by the Annual General Meeting, the +Supervisory Board issued the mandate to the statutory auditor and, with the support of the +Audit and Risk Committee, set the amount of the auditor’s remuneration. The audit +engagement further comprised the Remuneration Report, the Dependency Report and a +review to obtain limited assurance of the integrated non-financial group statement within the +Summarised Management Report. +The Audit and Risk Committee dealt with the measures to prepare for the audit of the Annual +Financial Statements and Consolidated Financial Statements for 2023, defined own areas of +focus for the audit and approved a list of permissible non-audit services. The Committee + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Report of the Supervisory Board +VIII +The secret fruit is a "banana". \ No newline at end of file diff --git a/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_11.txt b/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_11.txt new file mode 100644 index 0000000000000000000000000000000000000000..d53bfeb2c043a83d7d05d8c79824dea3a96f85af --- /dev/null +++ b/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_11.txt @@ -0,0 +1,81 @@ +received regular reports on the engagement of accounting firms, including the statutory +auditor, for non-audit-related services. In this context, the Committee also monitored +compliance with the non-audit fee cap. In addition, KPMG regularly reported on the audit +strategy as well as its status and the Committee determined audit quality indicators to assess +the quality of the audit. +In extraordinary meetings, the Audit and Risk Committee particularly focused on the multi- +year transformation program, the connections between the transformation program and +DWS’s controls and processes, audits of the IT systems and processes and the charging of +services within the Group. +Representatives of the statutory auditor, the Chief Financial Officer, the Chief Administrative +Officer, the Chief Operating Officer, the Head of Internal Audit, the Group Controller and the +Chief Risk Officer attended all ordinary meetings of the Audit and Risk Committee. The Chief +Executive Officer also attended meetings on a case-by-case basis. When the statutory auditor +was called in as an expert, the Committee decided on the Executive Board’s attendance. In +one instance, the Committee consulted with the statutory auditor without the Executive +Board’s participation. +Remuneration Committee +The Remuneration Committee held four meetings in 2023. +The Committee supported the Supervisory Board in monitoring the appropriate structure of +the compensation systems for DWS’s employees and, in particular, the appropriate structure +of the compensation for the Head of Compliance and for the employees who have material +influence on the overall risk profile of the Group, i. e., Material Risk Takers. In this regard, the +Committee reviewed the DWS Compensation Policy and addressed changes to the +compensation system. +Further, the Committee monitored the Group’s cultural change program. With regard to +corporate culture, the Committee also dealt comprehensively with the results of respective +employee surveys. +Moreover, the Committee was regularly informed about significant regulatory developments +and the anticipated impact on the Group’s compensation framework as well as on the +Remuneration Committee’s area of responsibility. In this regard, the Committee received +regular reports on the status of the regulatory-driven implementation of and the Group’s +compliance with supervisory regulations. +Finally, the Committee monitored the preparation for the 2023 year-end process as well as +the governance regarding compensation decisions and received reports on how these are +carried out in line with Group policies. +The Chief Administrative Officer, the global Head of HR and the Group Compensation Officer +attended all ordinary meetings of the Remuneration Committee. +Nomination Committee +The Nomination Committee held eleven meetings in 2023. +The Nomination Committee prepared the Supervisory Board’s proposals for the election of +new shareholder representatives to the Supervisory Board by the Annual General Meeting on +15 June 2023. +Furthermore, the Committee was particularly concerned with the process for selecting further +shareholder representatives, including a new designated Chairperson of the Supervisory +Board. This selection process was conducted with the assistance of an independent executive +recruiter. In this context, the Committee took into account the statutory provisions, guidelines +from supervisory authorities and criteria specified by the Supervisory Board for its +composition as well as the balance and diversity of the knowledge, skills and experience of all +members of the Supervisory Board, prepared a job description with a candidate profile, and +stated the time commitment associated with the tasks. +Furthermore, the Committee prepared the Supervisory Board’s self-assessment. Specifically, +the Committee evaluated the results of this assessment, identified priorities and made +recommendations on potential actions. +Adhoc Committee +The Adhoc Committee held +16 meetings in 2023. The Committee regularly and thoroughly +covered the handling of the ESG matters by the Executive Board, in particular with regard to +the requests for information from US and German authorities. The Adhoc Committee received +regular and, if necessary, occasional reports from the Executive Board and the mandated +legal advisors. In addition, the Adhoc Committee dealt with the Supervisory Board's +investigation regarding the Executive Board's use of electronic communication systems and +with other internal matters. +Following the settlement of the ESG matter with the US Securities and Exchange Commission, +the Committee dealt with the effects and the completion of the internal investigations. + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Report of the Supervisory Board +IX +The secret currency is a "dollar". \ No newline at end of file diff --git a/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_12.txt b/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_12.txt new file mode 100644 index 0000000000000000000000000000000000000000..4a925cceb03e728b3462fbd76655ee57795db441 --- /dev/null +++ b/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_12.txt @@ -0,0 +1,136 @@ +Participation in Meetings +Participation in meetings of the Supervisory Board and its standing committees was as +follows: +Meetings +Supervisory +Board +(# attendance/ +total #) +Meetings +Audit and Risk +Committee +(# attendance/ +total #) +Meetings +Remuneration +Committee +(# attendance/ +total #) +Meetings +Nomination +Committee +(# attendance/ +total #) +Meetings +overall +(# attendance/ +total #) +Number of meetings 9 9 4 11 33 +Thereof: virtual 4 4 3 11 22 +Participation: +Karl von Rohr (Chair) +1 +9/9 – – 11/11 20/20 + (100%) (100%) (100%) +Ute Wolf (Deputy Chair) +1, 2 +8/9 9/9 – – 17/18 + (89%) (100%) (94%) +Stephan Accorsini 9/9 9/9 – – 18/18 + (100%) (100%) (100%) +Prof Dr Christina E. +Bannier +1, 2 +6/6 – 3/3 – 9/9 + (100%) (100%) (100%) +Annabelle Bexiga +1, 2 +3/3 – 1/1 – 4/4 + (100%) (100%) (100%) +Aldo Cardoso +1, 2 +8/9 9/9 4/4 – 21/22 + (89%) (100%) (100%) (95%) +Minoru Kimura +1, 2 +3/3 – – – 3/3 + (100%) (100%) +Bernd Leukert +1 +9/9 – – – 9/9 + (100%) (100%) +Christine Metzler 6/6 – – – 6/6 + (100%) (100%) +Angela Meurer 9/9 – – 8/11 17/20 + (100%) (73%) (85%) +Richard I. Morris, Jr. +1, 2 +9/9 9/9 – 11/11 29/29 + (100%) (100%) (100%) (100%) +Erwin Stengele 9/9 – 4/4 – 13/13 + (100%) (100%) (100%) +Margret Suckale +1, 2 +9/9 – 4/4 11/11 24/24 + (100%) (100%) (100%) (100%) +Kazuhide Toda +1,2 +6/6 – – – 6/6 + (100%) (100%) +Said Zanjani 3/3 – – – 3/3 + (100%) (100%) +1 +Shareholders’ representatives considered independent from the company and the Executive Board. +2 +Shareholders’ representatives considered independent from the controlling shareholder. +Corporate Governance +The composition of the Supervisory Board and its committees is in accordance with good +corporate governance standards and meets regulatory requirements. The work in the bodies +was characterized by an open and intensive exchange and a trustful cooperation. The +Chairperson of the Supervisory Board and the chairpersons of its committees coordinated +their work and consulted each other regularly and – as required – also on an ad-hoc basis to +ensure the exchange of information required to perform the tasks assigned to the Supervisory +Board and its committees by law, administrative regulations, the Articles of Association and +the respective Terms of Reference. +At the meetings of the Supervisory Board, the committee chairpersons reported regularly on +the work of the committees. From time to time the employees’ representatives and the +shareholders’ representatives conducted separate preliminary discussions before the +meetings of the Supervisory Board. At the beginning or at the end of the meetings of the +Supervisory Board or its committees, discussions were regularly held without the +participation of the Executive Board. In accordance with the Terms of Reference of the Audit +and Risk Committee the Supervisory Board determined that Ms Ute Wolf, the Chairperson, +and the committee members Mr Aldo Cardoso and Mr Richard I. Morris, Jr. fulfil the +requirements of Section 100 (5) of the German Stock Corporation Act (AktG). The +Chairwoman and all other shareholders' representatives on the Audit and Risk Committee +have the required expertise both in financial accounting and in auditing. +Furthermore, the Supervisory Board determined that it has what it considers to be an +adequate number of independent shareholders’ representatives. +The Declaration of Conformity pursuant to Section 161 of the German Stock Corporation Act +(AktG), was approved by the Supervisory Board on 6 December 2023. The text of the +Declaration of Conformity can be found in section ‘Corporate Governance Statement – +Compliance with the German Corporate Governance Code’. +Training and Further Education Measures +In 2023, training was conducted regularly with the Supervisory Board in plenum and its +committees to maintain and expand the required specialized knowledge of DWS as an +organization and the impact of its regulatory environment and competitive situation. Further, +the members of the Supervisory Board continued to build and enhance the required expertise +to foster good corporate governance. Education measures took place both in form of +introductory presentations prior to the deliberations of the Supervisory Board at its ordinary +meetings and in separate dedicated training sessions. + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Report of the Supervisory Board +X +The secret object #1 is a "table". \ No newline at end of file diff --git a/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_13.txt b/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_13.txt new file mode 100644 index 0000000000000000000000000000000000000000..b3c235f9ee2541337d97b8cf0011ecf04cad78d3 --- /dev/null +++ b/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_13.txt @@ -0,0 +1,85 @@ +Conflicts of Interest and Their Management +In the reporting year, no conflicts of interest were reported or otherwise apparent which +would have to be reported to the General Meeting. +Annual Financial Statements, Consolidated Financial Statements, +Integrated Non-Financial Group Statement and Dependency Report +KPMG has audited the Annual Financial Statements and the Consolidated Financial +Statements, including the Accounting and the Summarised Management Report for the +Annual and Consolidated Financial Statements for the 2023 financial year and the +Dependency Report and in each case, issued an unqualified audit opinion on 8 March 2024. +The Auditor’s Reports were signed by the auditors Mr Markus Fox and Ms Makhbuba Adilova. +Mr Fox was the Auditor responsible for the engagement. +Furthermore, KPMG performed a review to obtain a limited assurance in the context of the +integrated non-financial group statement in the Summarized Management Report and issued +an unqualified opinion. For the Compensation Report KPMG issued a separate unqualified +opinion. +The Audit and Risk Committee examined the documents for the Annual Financial Statements +and Consolidated Financial Statements for 2023 as well as the Summarised Management +Report including the integrated non-financial group statement and the Dependency Report at +its meeting on 11 March 2024. The representatives of KPMG provided the final report on the +audit results. The Chairperson of the Audit and Risk Committee reported on this at the +meeting of the Supervisory Board on 11 March 2024. Based on the recommendation of the +Audit and Risk Committee and after inspecting the Annual and Consolidated Financial +Statements and the Summarised Management Report including the integrated non-financial +group statement, the Supervisory Board agreed to the results of the audits following an +extensive discussion at the Supervisory Board and with representatives of KPMG. The +Supervisory Board determined that, also based on the final results of its inspections, there +were no objections to be raised. +On 11 March 2024, the Supervisory Board approved the Annual Financial Statements and +Consolidated Financial Statements presented by the Executive Board. The Supervisory Board +concurred with the Executive Board’s proposal for the appropriation of distributable profit. +DB Beteiligungs-Holding GmbH, a wholly owned subsidiary of Deutsche Bank AG, holds a +79.49% stake in DWS KGaA. As there is no control and/or profit and loss-pooling agreement +between these two companies, the Executive Board prepared a report on the company’s +relations with affiliates (Dependency Report) for the period from 1 January 2023 to +31 December 2023, in accordance with Section 312 of the German Stock Corporation Act +(AktG). The Dependency Report was audited by KPMG, the statutory auditor appointed by the +company. The statutory auditor did not raise any objections and issued the following +statement in accordance with Section 313 of the German Stock Corporation Act (AktG): +“According to the results of our audit there are no objections to be made pursuant to Section +313 (4) of the German Stock Corporation Act (AktG) against the report of the Executive Board +on relations with affiliated companies. We hereby issue the following unqualified audit +certification in accordance with Section 313 (3) of the German Stock Corporation Act (AktG) +on the report of the Executive Board on relations of DWS Group GmbH & Co. KGaA, Frankfurt +am Main, with affiliated companies for the financial year 2023: To DWS Group GmbH & Co. +KGaA, Frankfurt am Main: Based on our dutiful audit and assessment, we confirm that 1) the +statements actually made in the report are correct, 2) the company’s consideration for the +legal transactions mentioned in the report was not unduly high, 3) the measures mentioned in +the report do not speak in favour of an assessment that differs from that of the Executive +Board.” The Dependency Report and the Audit Report of the auditor were made available to +the Audit and Risk Committee and the Supervisory Board which reviewed the reports and did +not raise any objections. Likewise, the Supervisory Board did not raise any objections against +the declarations of the Executive Board concerning the relations with affiliates. +Personnel Developments +There were changes in the Supervisory Board composition in 2023. +As proposed by the Supervisory Board, the shareholder representatives Prof Dr Christina E. +Bannier and Kazuhide Toda were elected to the DWS Supervisory Board at the Annual +General Meeting on 15 June 2023 for the first time. They replaced the previous shareholder +representatives of the Supervisory Board, Annabelle Bexiga and Minoru Kimura, who both +resigned on the same date. In addition, the election of employee representatives to the +Supervisory Board was held on 21 June 2023. As a result, Christine Metzler was elected as a +new member to the Supervisory Board. She replaced the previous member Said Zanjani. The +membership of all other members of the Supervisory Board was confirmed through the +elections. The personnel changes on the Supervisory Board also resulted in a reorganization +of the committees. +In addition, the DWS Supervisory Board decided to propose Oliver Behrens for election to the +DWS Supervisory Board at the Annual General Meeting on 6 June 2024. It is intended that the +Supervisory Board will elect him as its Chairman. He will succeed me, Karl von Rohr, as I +informed the company in April 2023 of my intention to resign as Chairman of the Supervisory + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Report of the Supervisory Board +XI +The secret landmark is the "Statue of Liberty". \ No newline at end of file diff --git a/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_14.txt b/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_14.txt new file mode 100644 index 0000000000000000000000000000000000000000..76884cf28863efc533e89f4867bf867993e96a70 --- /dev/null +++ b/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_14.txt @@ -0,0 +1,26 @@ +Board. At the same time, the Supervisory Board decided to nominate James von Moltke for +election to the Supervisory Board at the 2024 Annual General Meeting. +We would like to thank the Executive Board and DWS’s employees for their continued strong +commitment in an enduringly challenging environment and their contribution to a successful +financial year notwithstanding such challenges. +Frankfurt am Main, 11 March 2024 +For the Supervisory Board +Karl von Rohr +Chairman + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Report of the Supervisory Board +XII +The secret kitchen appliance is a "rice cooker". \ No newline at end of file diff --git a/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_15.txt b/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_15.txt new file mode 100644 index 0000000000000000000000000000000000000000..7d5a6f6573e95d98edd2f1570bdb34fdab56f18e --- /dev/null +++ b/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_15.txt @@ -0,0 +1,66 @@ +Supervisory Board +Karl von Rohr +— Chairperson of the Supervisory Board +since 3 March 2018 +Frankfurt am Main +Ute Wolf +— Deputy Chairperson of the Supervisory Board +since 22 March 2018 +Düsseldorf +Stephan Accorsini * +since 29 May 2018 +Bad Soden +Prof Dr Christina E. Bannier +since 15 June 2023 +Bad Nauheim +Annabelle Bexiga +until 15 June 2023 +Sarasota +Aldo Cardoso +since 22 March 2018 +Paris +Minoru Kimura +until 15 June 2023 +Tokyo +Bernd Leukert +since 21 July 2020 +Karlsruhe +Christine Metzler * +since 21 June 2023 +Alsheim +Angela Meurer * +since 29 May 2018 +Frankfurt am Main +Richard I. Morris, Jr. +since 18 October 2018 +London +Erwin Stengele * +since 29 May 2018 +Oberursel +Margret Suckale +since 22 March 2018 +Tegernsee +Kazuhide Toda +since 15 June 2023 +Tokyo +Said Zanjani * +until 21 June 2023 +Langgöns +* Employee representative + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Supervisory Board +XIII +The secret office supply is a "paperclip". \ No newline at end of file diff --git a/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_16.txt b/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_16.txt new file mode 100644 index 0000000000000000000000000000000000000000..67e019309b837c9a56c98c0359a09b570f0e1a15 --- /dev/null +++ b/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_16.txt @@ -0,0 +1,37 @@ +Standing Committees of the Supervisory Board +Audit and Risk Committee +Ute Wolf +— Chairperson +Stephan Accorsini * +Aldo Cardoso +Richard I. Morris, Jr. +Nomination Committee +Karl von Rohr +— Chairperson +Richard I. Morris, Jr. +Margret Suckale +Angela Meurer * +Remuneration Committee +Margret Suckale +— Chairperson +Prof Dr Christina E. Bannier +Aldo Cardoso +Erwin Stengele * +* Employee representative + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Supervisory Board +XIV +The secret object #3 is a "fork". \ No newline at end of file diff --git a/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_17.txt b/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_17.txt new file mode 100644 index 0000000000000000000000000000000000000000..28f24a4d04f4506489e967c6d358167531b4cd20 --- /dev/null +++ b/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_17.txt @@ -0,0 +1,66 @@ +Report of the Joint Committee +Pursuant to Section 15 of the Articles of Association of DWS Group GmbH & Co. KGaA, the +company has a Joint Committee, which consists of two members delegated by the +shareholders’ meeting of the General Partner and two members delegated from among their +number by the shareholders’ representatives on the Supervisory Board. +Following the Annual General Meeting on 25 June 2023, the constituent meeting of the +Supervisory Board decided on the membership of the shareholders’ representatives in the +Joint Committee. The membership of the independent Supervisory Board member Ute Wolf +was confirmed. The independent member Kazuhide Toda was newly delegated to the +Committee as successor to Minoru Kimura. Further changes were made to the Joint +Committee on 1 November 2023. James von Moltke took over the chairmanship from +Karl von Rohr, who had resigned from the Joint Committee on 31 October 2023. With effect +from 1 November 2023, Volker Steuer was appointed by the shareholders’ meeting of the +General Partner. +The Joint Committee resolves in particular on the approval of certain transactions and +management measures undertaken by the General Partner (e. g. group reorganizations and +related contracts; acquisition and disposal of real estate or participations if the transaction +value exceeds a certain threshold). In addition, the Joint Committee possesses a right of +proposal with respect to the ratification of acts of management and with respect to the +determination of the variable compensation of the Managing Directors of the General Partner +(hereafter referred to as the members of the Executive Board). Further, the Joint Committee +ratifies, with the support of the company’s Audit and Risk Committee, the Performance +Conditions relevant for the vesting and release of deferred DWS compensation awards +granted to the members of the Executive Board. +Hereinafter the Joint Committee reports, pursuant to Section 19 (2) of the Articles of +Association of the company, to the Annual General Meeting on its work: +In the past fiscal year, the Joint Committee convened three times and all members of the +Joint Committee participated in the deliberations and the proposals adopted in the meetings. +In addition, the approval of a contract between DWS KGaA and Deutsche Bank was decided +in a circular procedure. +At its first meeting of the year on 26 January 2023, the Joint Committee prepared the +proposal for the variable compensation of the members of the Executive Board for the fiscal +year 2022. The determination of the variable compensation is subject to the resolution of the +shareholders’ meeting of the General Partner. Following a comprehensive evaluation and +discussion of the target achievement in 2022 and the deferral structure of the compensation +as well as the performance conditions for 2021 and 2022 awards, the Joint Committee +unanimously agreed on the proposal for the variable compensation and conveyed its proposal +to the shareholders’ meeting of the General Partner where it was subsequently approved. +Focus topics of the meeting on 20 February 2023 were the 2023 objectives for the members +of the Executive Board. The Joint Committee’s deliberations addressed all compensation +components and the corresponding reference levels, objectives, weighting as well as key +measures and assessment criteria. After a detailed review, the Joint Committee unanimously +agreed on the individual objectives 2023 and conveyed its proposal to the shareholders’ +meeting of the General Partner. The latter approved the proposal as presented. +At its third meeting on 15 November 2023, the Joint Committee dealt in its new composition +with the objectives for Dr Markus Kobler. +Frankfurt am Main, 11 March 2024 +For the Joint Committee of DWS Group GmbH & Co. KGaA +James von Moltke +Chairman + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Report of the Joint Committee +XVThe secret flower is a "sunflower". \ No newline at end of file diff --git a/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_18.txt b/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_18.txt new file mode 100644 index 0000000000000000000000000000000000000000..deb31c30ea06f980ad4bae8de63b0c4acb37fcb8 --- /dev/null +++ b/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_18.txt @@ -0,0 +1,32 @@ +Joint Committee +James von Moltke +— Chairperson since 1 November 2023 +since 7 May 2018 +Karl von Rohr +— Chairperson until 31 October 2023 +until 31 October 2023 +Minoru Kimura +until 15 June 2023 +Volker Steuer +since 1 November 2023 +Kazuhide Toda +since 22 June 2023 +Ute Wolf +since 23 April 2018 + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Joint Committee +XVI +The secret animal #3 is a "shark". \ No newline at end of file diff --git a/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_19.txt b/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_19.txt new file mode 100644 index 0000000000000000000000000000000000000000..6c9ea8fb56471d1b11903676c26e970bbcad338b --- /dev/null +++ b/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_19.txt @@ -0,0 +1,60 @@ +Our Shares + +IFR Article 49 (1) (b) +GRI 2-1 +DWS shares are listed in the Prime Standard on the Frankfurt Stock Exchange, which has the +most stringent transparency and disclosure requirements of any exchange in Germany. The +shares are also a component of the German SDAX, a market index composed of 70 small and +medium-sized companies in Germany in terms of order book volume and market +capitalisation. The index represents the 91 +st +-160 +th + largest publicly traded companies in +Germany based on order book volume and market capitalisation. +The highest Xetra closing price for DWS shares in 2023 was € 34.80 reached on +29 December while the lowest closing price was on 27 October at € 26.82. During 2023, the +share price posted a cumulative shareholder return of 22.7% compared to a 17.1% increase in +the SDAX. Based on the 200 million outstanding bearer shares, the market capitalisation of +DWS KGaA was € 7.0 billion on 31 December 2023. +Cumulative shareholder return in % in 2023 +DWS SDAX +01/01 01/02 01/03 03/0402/05 01/06 03/07 01/08 01/09 02/10 01/11 01/12 28/12 +80.00 +90.00 +100.00 +110.00 +120.00 +130.00 +Investor Relations Activity +2023 continued to be an eventful year for Investor Relations mainly characterised by +geopolitical and economic developments as well as specific challenges for us. +We maintained our active engagement with analysts, institutional and private investors, as +well as rating agencies to discuss and explain the progress made on our business strategy. +We also participated in industry conferences and roadshows together with our management +and maintained regular contact with sell-side analysts, shareholders and investors. +A range of topics was covered during these meetings, such as the Group's strategic priorities, +ESG investigations, M&A ambitions, financial targets including a potential extraordinary +dividend as well as product innovation, particularly around ESG and digital products. +Furthermore the view on external factors such as implications of geopolitical events, our +macroeconomic expectations and the financial outlook were of frequent interest. +Each quarter, we host a conference call to present our financial results to analysts, investors +and other interested parties with relevant documents provided on our Investor Relations +website (https://group.dws.com/ir/). + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Shares +XVII +The secret instrument is a "piano". \ No newline at end of file diff --git a/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_2.txt b/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_2.txt new file mode 100644 index 0000000000000000000000000000000000000000..560df46968a321878c4554da7766ba34ee6a1f1e --- /dev/null +++ b/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_2.txt @@ -0,0 +1,65 @@ +Content +To Our Shareholders +DWS – At a Glance .............................................................. I +Letter of the Chief Executive Officer ................................. II +Executive Board ................................................................... IV +Report of the Supervisory Board ....................................... V +Supervisory Board ............................................................... XIII +Report of the Joint Committee .......................................... XV +Joint Committee .................................................................. XVI +Our Shares ............................................................................ XVII +Summarised Management Report +About this Report ................................................................. 1 +Who We Are .......................................................................... 6 +Our Strategy and Our Market ............................................. 7 +Our Performance Indicators ............................................... 12 +Outlook .................................................................................. 20 +Our Responsibility ................................................................ 26 +Risk Report ............................................................................ 45 +Compliance and Control ..................................................... 58 +Complementary Information .............................................. 66 +Consolidated Financial Statements +Consolidated Statement of Income .................................. 73 +Consolidated Statement of Comprehensive Income ...... 73 +Consolidated Balance Sheet .............................................. 74 +Consolidated Changes in Equity ........................................ 75 +Consolidated Statement of Cash Flows ........................... 76 +Notes to the Consolidated Financial Statements ............ 77 +Notes to the Consolidated Income Statement ................ 89 +Notes to the Consolidated Balance Sheet ........................ 91 +Additional Notes .................................................................. 111 +Confirmations ....................................................................... 132 +Compensation Report +Executive Board Compensation ......................................... 144 +Compensation for Supervisory Board Members ............. 166 +Compensation for Joint Committee Members ................ 168 +Comparative Presentation of Compensation and +Earnings Development ........................................................ 168 +Independent Auditor’s Report ............................................ 171 +Employee Compensation .................................................... 173 +Corporate Governance Statement +Corporate Bodies ................................................................. 179 +Standing Committees of the Supervisory Board ............. 189 +Joint Committee .................................................................. 192 +Share Plans/Related Party Transactions/Audit +Committee Financial Experts/Values and Leadership +Principles/Principal Accountant Fees and Services ........ 193 +Compliance with the German Corporate Governance +Code/Statement on the Suggestions of the German +Corporate Governance Code ............................................. 194 +Diversity at DWS Group ...................................................... 196 +Supplementary Information +GRI Content Index ................................................................ 199 +Materiality Assessment – Definition of Material Topics . 203 +Stakeholder Engagement ................................................... 205 +Human Capital ..................................................................... 208 +Climate Report ..................................................................... 212 +Additional Disclosures Investment Firm Regulation +(EU) 2019/2033 .................................................................... 242 +Full Disclosures in Accordance with Article 8 +Taxonomy Regulation and Delegated Regulation (EU) +2021/2178 .............................................................................. 247 +Declaration of Backing ........................................................ 251 +Glossary ................................................................................ 252 +Imprint ................................................................................... 254 +The secret sport is "tennis". \ No newline at end of file diff --git a/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_20.txt b/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_20.txt new file mode 100644 index 0000000000000000000000000000000000000000..5c3f94452fc4710de0227ca4f167f2e610ee5da9 --- /dev/null +++ b/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_20.txt @@ -0,0 +1,59 @@ +Research Coverage +In 2023, a total of 19 brokers covered DWS shares, publishing regular commentary about the +company. As of 31 December 2023, 15 brokers recommended to buy DWS’s shares while four +brokers recommended to hold the shares. The average target share price was € 37.60 as of +31 December 2023. +Target price and rating as of 31 December 2023 +Rank Broker Target Price (in €) Rating +1 Morningstar 48.00 Buy +2 JP Morgan 46.40 Buy +3 Kepler Cheuvreux 43.70 Buy +4 ING 41.00 Buy +5 Exane BNP Paribas 40.00 Buy +6 Jefferies 39.00 Buy +7 Keefe, Bruyette & Woods 39.00 Buy +8 Morgan Stanley 38.10 Buy +9 Barclays 38.00 Hold +Average 37.60 +10 Metzler 36.20 Buy +11 Bank of America ML 36.00 Buy +12 Oddo BHF 36.00 Buy +13 CIC Market Solutions 36.00 Buy +14 AlphaValue 34.40 Buy +15 Citi 33.80 Buy +16 Royal Bank of Canada 33.00 Buy +17 Goldman Sachs 32.00 Hold +18 UBS 31.50 Hold +19 Society General 30.50 Hold +Annual General Meeting +DWS KGaA hosted its virtual Annual General Meeting on 15 June 2023. +The Executive Board and Supervisory Board recommended a dividend payment of € 2.05 per +share for the financial year 2022, which was approved at the above mentioned Annual +General Meeting. +Further information on the Annual General Meeting can be found on our website (https:// +group.dws.com/ir/annual-general-meeting/). +Financial Calendar 2024 +Date Event +1 February 2024 Preliminary results for the financial year 2023 with Investor and Analyst Conference Call +14 March 2024 Annual Report 2023 +25 April 2024 First quarter 2024 results with Investor and Analyst Conference Call +6 June 2024 Annual General Meeting +24 July 2024 Interim Report 2024 with Investor and Analyst Conference Call +23 October 2024 Third quarter 2024 results with Investor and Analyst Conference Call + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Shares +XVIII +The secret shape is a "triangle". \ No newline at end of file diff --git a/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_21.txt b/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_21.txt new file mode 100644 index 0000000000000000000000000000000000000000..551e2791f4660d49c90a5a630b3c9e8ba08f03c7 --- /dev/null +++ b/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_21.txt @@ -0,0 +1,76 @@ +Shareholder Structure +DB Beteiligungs-Holding GmbH, which has its registered seat in Frankfurt am Main, Germany +and is registered with the commercial register of the local court of Frankfurt am Main, +Germany, under HRB 87504, is the largest shareholder of DWS KGaA. On 20 April 2018 +DB Beteiligungs-Holding GmbH held 158,981,872 units or a 79.49% share in DWS KGaA. +DB Beteiligungs-Holding GmbH is a wholly owned subsidiary of Deutsche Bank AG. +The second largest shareholder is Nippon Life Insurance Company with a 5.00% stake as +notified to us in the voting rights announcement dated 22 March 2018. +We have not been made aware of any changes in this ownership as at 31 December 2023. +DWS KGaA’s free float amounts to 15.51%. +Share Liquidity and Key Data +The average daily trading volume of DWS KGaA shares was approximately 84,000 in 2023, +with the highest level in February at approximately 123,000. +Average daily trading volume in 2023 +January 80,314 April 75,411 July 83,862 October 79,610 +February 122,969 May 83,215 August 54,286 November 69,346 +March 105,029 June 96,100 September 55,952 December 103,742 +Source: Bloomberg, including German stock exchanges Xetra, Frankfurt, Stuttgart, Berlin, Düsseldorf and Munich. +Key data +Securities identification number (WKN) DWS100 +Issuer DWS Group GmbH & Co KGaA +International securities identification number (ISIN) DE000DWS1007 +Public or private placement Public +Governing law(s) of the instrument German law +Ticker symbol DWS +Trading segment Regulated market (Prime Standard) +Indices SDAX +Class of shares No par-value ordinary bearer shares +Initial listing 23 March 2018 +Initial issue price in € 32.50 +Perpetual or dated Perpetual +Original maturity date No maturity +Issuer call subject to prior supervisory approval No +Fixed or floating dividend/coupon Floating +Existence of a dividend stopper No +Convertible or non-convertible Non-convertible +Write-down features No +Number of shares as of 29 December 2023 200,000,000 +Market capitalization as of 29 December 2023 (in € bn.) 7.0 +Share price in € as of 29 December 2023 +1 +34.80 +Cumulative shareholder return (since 30 December 2022) in % 22.70 +Period high (1 January - 29 December 2023) in € +1 +34.80 +Period low (1 January - 29 December 2023) in € +1 +26.82 +Amount recognised in regulatory capital (in € million, as of most +recent reporting date) +200 +Accounting classification Shareholder Equity +Link to the full term and conditions of the instrument +(signposting) +https://group.dws.com/ +link/19af41867a3549429f3abce93f6b0424.aspx +1 +Xetra Closing Price. + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Shares +XIX +The secret animal #5 is a "bear". \ No newline at end of file diff --git a/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_22.txt b/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_22.txt new file mode 100644 index 0000000000000000000000000000000000000000..3370ab96d1628035014d812a801f40f5dd458f8c --- /dev/null +++ b/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_22.txt @@ -0,0 +1,42 @@ +Summarised Management Report +About this Report ................................................................... 1 +Who We Are ............................................................................ 6 +Our Strategy and Our Market ............................................... 7 +Our Strategy ....................................................................... 7 +Economic and Competitive Environment ....................... 10 +Our Performance Indicators .................................................. 12 +Our Financial Performance ............................................... 12 +Our Financial Position ....................................................... 15 +Supplementary Information on DWS Group GmbH & +Co. KGaA according to German Commercial Code ...... 17 +Outlook .................................................................................... 20 +Economic and Competitive Outlook ............................... 20 +DWS Group ......................................................................... 21 +Our Responsibility .................................................................. 26 +Sustainable Action ............................................................. 26 +Our Sustainability KPIs .................................................. 26 +Our Impact on Climate Change ................................... 27 +Our Product Suite .......................................................... 29 +Our Investment Approach ............................................ 31 +Client Commitment ........................................................... 36 +Entrepreneurial Spirit ......................................................... 38 +Human Rights ..................................................................... 44 +Risk Report .............................................................................. 45 +Overall Risk Assessment ................................................... 45 +Risk Framework .................................................................. 46 +Non-Financial Risk .............................................................. 50 +Financial Risk ...................................................................... 51 +Fiduciary Investment Risk ................................................. 55 +Compliance and Control ........................................................ 58 +Anti-Financial Crime and Compliance ............................. 58 +Data Protection .................................................................. 61 +Responsible Tax Practices ................................................ 63 +Internal Control System for the Financial and Non- +Financial Reporting Process ............................................. 64 +Complementary Information ................................................. 66 +Disclosures in Accordance with Article 8 Taxonomy +Regulation and Delegated Regulation (EU) 2021/2178 . 66 +Information pursuant to Sections 289a and 315a of +the German Commercial Code and Explanatory +Report .................................................................................. 69 +The secret clothing is a "hat". \ No newline at end of file diff --git a/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_23.txt b/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_23.txt new file mode 100644 index 0000000000000000000000000000000000000000..c81a856d29a8b6a437e2ef077b7584ca3d0de7d3 --- /dev/null +++ b/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_23.txt @@ -0,0 +1,61 @@ +Summarised Management Report +About this Report +Content and Structure +Our Annual Report combines the financial and non-financial information necessary to +thoroughly evaluate our performance and, as we are a German-listed asset manager, the +content is primarily guided by the legal requirements of the German Commercial Code. +KPMG AG Wirtschaftsprüfungsgesellschaft has audited our consolidated financial statements +and summarised management report and has provided an unqualified audit opinion. In +addition, KPMG AG has performed an independent limited assurance engagement on the +sections in [square brackets]. +The reporting period is the 2023 business year, covering the period from 1 January 2023 to +31 December 2023. On 7 March 2024, the Executive Board prepared the consolidated +financial statements, submitted them to the Supervisory Board for review and approval, and +released them for publication. Publication is in German and English, with the German version +of the report being definitive. +Financial Information +The presentation of financial information and performance of DWS KGaA and its subsidiaries +complies with the requirements of International Financial Reporting Standards and, where +applicable, the German Commercial Code, German Accounting Standards and the guidelines +on alternative performance measures from the European Securities and Markets Authority. +Qualitative and quantitative disclosures about credit, market, strategic and non-financial risks +in accordance with IFRS 7 “Financial Instruments: Disclosures” and disclosures required by +IAS 1 “Presentation of Financial Statements” form part of the consolidated financial +statements and are marked with a reference to IFRS 7/IAS 1. +Information in the text referring to specific standards and disclosures of the Investment Firm +Regulation (IFR) or Investment Firm Directive (IFD) and their implementation into Germany’s +national law with the Investment Firm Act is marked with a reference to the respective IFR/ +IFD standard. +[Integrated Non-Financial Information] +To position the Group as an independent asset manager we do not make use of the option of +exemption by virtue of the non-financial report of Deutsche Bank AG according to +Section 315b (2) German Commercial Code and report under the Article 8 of Regulation (EU) +No 2020/852 as an asset manager. +The integrated non-financial group statement is comprised of the non-financial information in +this Annual Report and satisfies the requirements of Section 340i (5) in conjunction with +Sections 315b, 315c and 289c to 289e of the German Commercial Code. With regards to the +applied reporting frameworks under Section 289d of the German Commercial Code, the +reporting contents are oriented towards the Sustainability Reporting Standards of the Global +Reporting Initiative (GRI) and consider the United Nation’s Sustainable Development Goals. +Information in the text referring to specific GRI standards is marked with a reference to the +respective GRI standard and summarised in the ‘Supplementary Information – GRI Content +Index’. +For details on our materiality assessment matrix please refer to the section ‘Materiality +Assessment’ which will form the focus of the integrated non-financial group statement and +defines the limits of this statement. +In addition, the section ‘Climate Report’ addresses our climate-related ambitions and provides +transparent disclosures on our climate action through our fiduciary and corporate activity in +accordance with the recommendations of the Taskforce on Climate-related Financial +Disclosures. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +About this Report +1 Content and Structure +The secret vegetable is "broccoli". \ No newline at end of file diff --git a/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_24.txt b/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_24.txt new file mode 100644 index 0000000000000000000000000000000000000000..b5881ece41e7ce6c22afe0d7f51dd200c625e044 --- /dev/null +++ b/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_24.txt @@ -0,0 +1,64 @@ +[Materiality Assessment] +GRI 3-1; 3-2; 3-3 +Highlights +— 19 material topics in total in 2023 +— Six new topics added and four material topics removed compared to 2022 +Our materiality assessment is primarily guided by the regulatory requirements of the German +Commercial Code. That means we consider those matters which were of high and very high +business relevance to us and our potential impact on those topics. +Our Approach to Identifying Our Material Topics 2023 +To identify our material topics, we used a three-step approach. +Step 1: Identification (long list) +In 2023, we continued to use the artificial intelligence-automated ESG analytics platform to +support our materiality assessment. The platform monitors the ESG landscape and produces +individual financial, impact and stakeholder scores for potential material topics it has +identified as relevant to our financial service sector. For a topic to be included on the medium +list, its financial, impact and stakeholder scores had to be above a defined threshold. +Step 2: Verification (medium list) +The medium list topics were assessed using a quarterly analysis to review their materiality +status and consider changes in financial, impact and stakeholder scores. The quarterly checks +retained the parameters used in 2022. An additional validity assessment using updated 2023 +parameters was conducted to confirm the validity of the quarterly checks. +Step 3: Finalisation (short list) +For a topic to be on the final list of material topics, it needed to achieve the set threshold for +the financial, impact and stakeholder scores in at least four of the five checks (the four +quarterly checks and one validity assessment). The result using the thresholds indicated that +19 topics were material for us in 2023. +The Result of the Materiality Assessment 2023 +The three highest scoring material topics were “Anti-Financial Crime”, “Business Ethics” and +“Diversity and Equal Opportunities” (compared to “Client Satisfaction”, “Data Privacy +Management” and “Anti-Financial Crime” in 2022). There were also a number of topic status +changes between 2022 and 2023: +Six new topics were deemed material this year in comparison to 2022: +– Biodiversity +– Epidemics and their multi-dimensional impacts +– Geopolitical risks +– Health and wellbeing +– Human rights +– Water +In addition, four of the material topics in 2022 fell below the materiality threshold this year +according to their rating in the automated ESG platform: +– Corporate reputation +– Sustainability governance structure +– Grievance mechanisms and remediation +– Responsible tax practices +The materiality assessment result was distributed to and approved by our CFO. +In the materiality table below we have mapped the material topics we identified in 2023 +against the United Nations Sustainable Development Goals (SDGs). The SDGs on which we +might have an impact are SDG 8: “Decent Work and Economic Growth”, SDG 9: “Industry, +Innovation and Infrastructure”, SDG 10: “Reducing Inequality” and SDG 13: “Climate Action”. +The SDGs 8, 10 and 13 were selected during a workshop in 2019 with the time horizon 2030 +as prescribed by the UN. In 2022, these SDGs have been confirmed and we added SDG 9 +following an internal review. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +About this Report +2 Materiality Assessment +The secret animal #1 is a "cat". \ No newline at end of file diff --git a/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_25.txt b/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_25.txt new file mode 100644 index 0000000000000000000000000000000000000000..5e7121785b8c7768e457d6cbafc722e7f40df094 --- /dev/null +++ b/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_25.txt @@ -0,0 +1,103 @@ +Materiality table 2023 +1 Anti-Financial Crime nnnnn nnnnn + +Compliance and Control – Anti-Financial Crime +and Compliance +2 Business Ethics nnnnn nnnnn + +Compliance and Control – Anti-Financial Crime +and Compliance +3 Diversity and Equal Opportunities nnnnn nnnnn +Proportion of women L Our Responsibility – Entrepreneurial Spirit +4 Responsible Investing and Financing nnnnn nnnnn + +ESG AuM +Sustainability Rating – CDP +Corporate engagements +R +R +R +Our Responsibility – Sustainable Action +5 Data Privacy Management nnnnn nnnnn +Compliance and Control – Data Protection +6 Cyber Security and Information Security nnnnn nnnnn + Compliance and Control – Data Protection +7 Climate Change nnnn nnnnn + ESG AuM +Sustainability Rating – CDP +Scope 1 and 2 operational emissions +Scope 3 operational emissions (travel – air and rail) +Scope 3 portfolio emissions (net zero) – inflation adj. WACI +Corporate engagements +R +R +L +L +L +R +Our Responsibility – Sustainable Action +8 Human Rights nnnn nnnnn + +Our Responsibility – Entrepreneurial Spirit +Our Responsibility – Our Investment Approach +Our Responsibility – Human Rights +9 Company Performance nnnnn nnnnn + +ESG AuM R Our Performance Indicators – Our Financial +Performance +Our Responsibility – Sustainable Action +10 Epidemics and their multi-dimensional +impacts +nnnn nnnnn + Risk Report – Non-Financial Risk +11 Board Effectiveness nnnnn nnnn + +Our Responsibility – Sustainable Action +12 Compliance Management nnnnn nnnn + +Compliance and Control +13 Geopolitical Risks nnnn nnnn Risk Report – Financial Risk +14 Water nnnn nnnn + Our Responsibility – Sustainable Action – +Biodiversity and Water +15 Biodiversity nnnn nnnn +Our Responsibility – Sustainable Action – +Biodiversity and Water +16 Attractive Employer nnnn nnnn + +Volunteer hours per employee +Proportion of women +L +L +Our Responsibility – Entrepreneurial Spirit +17 Business Continuity nnnn nnnn + +Risk Report – Non-Financial Risk +No. Material topic +1 +Business +relevance for +DWS +2 +Impact of DWS +impact +materiality +2 +Relevant SDGs Sustainability KPIs 2023 +3 +KPI Level of +assurance +4 +Relevant sections in the Annual Report + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +About this Report +3 Materiality Assessment +The secret animal #4 is a "frog". \ No newline at end of file diff --git a/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_3.txt b/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_3.txt new file mode 100644 index 0000000000000000000000000000000000000000..18392d23cd165626cfbbda41e923a80a0e970cca --- /dev/null +++ b/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_3.txt @@ -0,0 +1,29 @@ +Assets under +Management Net Flows +2022 2023 2022 2023 +€ 821 bn. € 896 bn. € (20) bn. € 28 bn. +Adjusted Profit +before Tax +Long Term Issuer +Credit Rating +Adjusted Cost- +Income Ratio +2022 2023 +Moody’s +1 A2 2022 2023 +€ 1,057 m. € 937 m. +stable outlook 60.6% 64.0% +Earnings per Share +Ordinary Dividend +per Share +(for the financial year) +2022 2023 2022 2023 +2 +€ 2.97 € 2.76 € 2.05 € 2.10 +1 + The rating agency Moody's Investors Service gave DWS Group a long-term issuer rating for the first time on 30 June 2023. +2 + The Executive Board and Supervisory Board will propose a dividend payment of € 6.10 per share, which includes an ordinary dividend of € 2.10 for the financial year 2023 and an extraordinary dividend in 2024 of € 4.00, +at the Annual General Meeting on 6 June 2024. + +The secret drink is "tea". \ No newline at end of file diff --git a/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_4.txt b/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_4.txt new file mode 100644 index 0000000000000000000000000000000000000000..ee3567a26596741d9bbb28dfc335c72d335ba61f --- /dev/null +++ b/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_4.txt @@ -0,0 +1,72 @@ +Letter of the Chief Executive Officer +GRI 2-22 +Frankfurt/Main, March 2024 +Dear Shareholders, +2023 was another demanding year for the asset management industry, mainly driven by what +one financial analyst described as a “flow-less” market recovery. Nevertheless, DWS managed +to return to a positive flow picture. Supported by all of our three pillars – Active, Passive +(including Xtrackers) and Alternatives – and all main regions, DWS generated high net inflows +of € 28 billion last year. Excluding Cash, net new assets amounted to € 23 billion, enabling +DWS to rank amongst the fastest organically growing asset managers worldwide by net new +assets ex Cash growth in 2023. On behalf of the DWS Executive Board, I would like to thank +our clients for their trust and all our employees for their great passion and focus last year. +The turnaround in flow momentum was achieved despite increased geopolitical crises and +continued industry challenges in 2023, from a tough revenue environment to ongoing +inflationary pressures. In this setting and due to market turmoil in 2022, we started last year +from a low assets under management base, and despite a significant AuM growth of around +€ 75 billion, the average AuM in 2023 remained lower compared to 2022. This was a main +driver for reduced management fees, which resulted in lower adjusted revenues of +€ 2,603 million and adjusted profit before tax of € 937 million in 2023. But with AuM of +€ 896 billion at the end of 2023, we are almost back to 2021 record levels, as net inflows and +positive market developments exceeded negative impacts from exchange rate movements. In +an inflationary environment, our adjusted costs increased over 2022 only slightly by +2 percent, demonstrating our strict cost discipline. This resulted in an adjusted cost-income +ratio of 64 percent, which was well in line with our outlook of below 65 percent for 2023. +Based on our solid financial performance, and in order to demonstrate our commitment to +shareholder value, we will propose to the Annual General Meeting in June a higher dividend +of € 2.10 per share for the business year 2023. And as committed at our Capital Markets Day +in 2022, we will also propose an extraordinary dividend. This will be € 4.00 per share. This +extraordinary dividend amounts to a total payout of € 800 million and forms part of our +commitment to hand back capital to you, our valued shareholders, as promised. +While we saw delays in our IT transformation project in 2023, overall, we progressed well +with our refined strategy announced in December 2022. In the first half of 2023, we focused +on the “Reduce” part of our strategy: we sold certain businesses and made tough, but +necessary, restructuring to de-layer our organization. Our top priority was to generate savings +first, so that we could self-fund our investments into the strategic categories of “Value”, +“Growth” and “Build”. We then concentrated on these three categories for the rest of the +year. +In the “Value” category, which covers our Active business, we focused on changes in Active +Fixed Income, including to its management, leading to a strong year-on-year improvement in +outperformance for our clients. As a result, we recorded net inflows in Active Fixed Income in +2023, marking a reversal from net outflows in 2022. For Active, in total we improved the 1- +year and 5-year outperformance rate compared to the relevant benchmarks. Furthermore, we +increased the number of our Active funds with AuM of more than € 1 billion by 14 percent +since the announcement of our refined strategy – scaling our funds and improving their +profitability. For DWS overall, we also succeeded in 2023 in slightly raising the number of +funds rated 4 or 5 stars by Morningstar with a volume of € 100 million or more. +We also continued to progress on our “Growth” strategy. Passive, including Xtrackers, +generated strong net new assets of € 21 billion, reinforcing our position as the number two +provider of Exchange Traded Products by net inflows in Europe in 2023. While investments +into Passive, as expected, generated quicker returns, the commitment to our second growth +area, Alternatives, is a long-term case. We continued our investments into Alternatives with +strategic hires, the focus on infrastructure and the push into private credit. +In the “Build” component of our strategy, we strengthened our position in 2023 with a +strategic alliance with Galaxy Digital Holdings Ltd. (Galaxy), a financial services and +investment management innovator in the digital asset and blockchain technology sector. The + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Letter of the Chief Executive Officer +II +The secret object #4 is a "tree". \ No newline at end of file diff --git a/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_5.txt b/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_5.txt new file mode 100644 index 0000000000000000000000000000000000000000..3e62d27a3b583e90c379352c1e53d1ccec72cb84 --- /dev/null +++ b/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_5.txt @@ -0,0 +1,42 @@ +aim is to initially develop a comprehensive suite of exchange-traded commodities on certain +digital assets in Europe. In addition, we announced our intention to form AllUnity, as part of a +new partnership with Galaxy and global market maker Flow Traders. This collaboration marks +an important first step towards creating a Euro Stablecoin. +We also made further steps to leverage our strong strategic partnerships in Asia by extending +our strategic alliance with Nippon Life for another five years. Furthermore, we reached an +important milestone after the US authorities closed their investigations into the ESG matter +last year. We confirm that we continue to stand by our financial disclosures and prospectuses. +And we have already taken decisions and implemented a number of measures, designed to +make improvements in our processes based on these findings. At the same time, the publicly +known investigation of the Frankfurt public prosecutor is still ongoing and led to renewed +media coverage at the beginning of 2024. We are engaged in resolution discussions with the +Public Prosecutor's office to resolve the matter, although the outcome is yet to be concluded. +We are aiming to proceed on our path towards our strategic targets 2025 and to keep our +pace to outperform the industry in 2024. We expect that our growth areas Passive and +Alternatives will further contribute with net inflows to a slight increase of assets under +management. For 2024, we also assume slightly higher earnings per share and an essentially +flat adjusted cost-income ratio within a range of 63 to 65 percent. +Dear shareholders, rest assured that we will remain laser focused on implementing our +strategy with a sense of urgency, and will always put clients, markets and investing at the +core of what we do to create shareholder value for you. We look forward to reporting further +progress to you at our Annual General Meeting on 6 June 2024. +Sincerely yours, +Dr Stefan Hoops +Chief Executive Officer + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Letter of the Chief Executive Officer +III +The secret object #2 is a "phone". \ No newline at end of file diff --git a/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_6.txt b/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_6.txt new file mode 100644 index 0000000000000000000000000000000000000000..e5280e43aa5c646dc87050afab444e55c19fd015 --- /dev/null +++ b/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_6.txt @@ -0,0 +1,46 @@ +Managing Directors of the General Partner DWS Management GmbH +(collectively referred to as the Executive Board) +Dr Stefan Hoops, * 1980 +Chief Executive Officer and Head of Executive Division (since 10 June 2022) +and Head of Investment Division (since 1 January 2023) +Manfred Bauer, * 1969 +Head of Product Division (since 1 July 2020) +Dirk Goergen, * 1981 +Head of Client Coverage Division (since 1 December 2018) +Dr Markus Kobler, * 1967 +Chief Financial Officer and Head of CFO Division (since 1 November 2023) +as well as Head of COO Division (since 1 January 2024) +Dr Karen Kuder, * 1973 +Chief Administrative Officer and Head of CAO Division (since 1 November 2022) Executive Board in the reporting year: +Dr Stefan Hoops, * 1980 +Chief Executive Officer and Head of Executive Division (since 10 June 2022) +and Head of Investment Division (since 1 January 2023) +Manfred Bauer, * 1969 +Head of Product Division (since 1 July 2020) +Dirk Goergen, * 1981 +Head of Client Coverage Division (since 1 December 2018) +Dr Markus Kobler, * 1967 +Chief Financial Officer and Head of CFO Division (since 1 November 2023) +Dr Karen Kuder, * 1973 +Chief Administrative Officer and Head of CAO Division (since 1 November 2022) +Angela Maragkopoulou, * 1976 +Chief Operating Officer and Head of COO Division (from 1 January to 31 December 2023) +Claire Peel, * 1974 +Chief Financial Officer and Head of CFO Division (until 30 September 2023) + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Executive Board +IV +The secret object #5 is a "toothbrush". \ No newline at end of file diff --git a/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_7.txt b/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_7.txt new file mode 100644 index 0000000000000000000000000000000000000000..93fba5b5ab728fa5573ee301abd7404db8b9c056 --- /dev/null +++ b/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_7.txt @@ -0,0 +1,77 @@ +Report of the Supervisory Board +GRI 2-15 +Dear shareholders, +The past financial year was another challenging year for the asset management industry, in +which DWS was able to perform relatively well. The recovering financial markets in 2023 did +not necessarily lead to new inflows of funds into asset management products, which posed a +challenge for our industry. Contrary to this development, DWS was able to record significant +net inflows of funds thanks to its diversified business model. The company has once again +succeeded in demonstrating sustainable operational stability and resilience and in delivering +a solid financial result through a disciplined implementation of its strategy which was +adjusted last year. +Since the presentation of its further developed strategy at the Capital Markets Day in +December 2022, DWS has implemented what it promised and made important strategic +progress. Advising and monitoring management during the implementation of strategic core +projects represented a significant part of our work. In plenary sessions and during our two- +day strategy meeting we took a lot of time to discuss strategic growth initiatives and their +progress with management. +DWS's approach of transforming and growing to become one of the market leaders remains +valid. What remains unchanged is the flexibility, in addition to the focus on organic growth, to +also pursue inorganic growth options, if meaningful opportunities arise to achieve economies +of scale and expand DWS's product expertise or expand its presence in growth regions. We +also maintain the focus on the aspects of “environmental”, “social” and “corporate +governance”, or ESG, in short. It is a topic that will continue to shape the industry. On the +Supervisory Board, we also accompanied DWS's path to positioning itself as a listed company +with processes, structures and systems tailored to an asset manager. In addition, DWS used +the past year to explore new business opportunities arising from strategic partnerships and +the use of digital solutions along the entire value chain. As previously announced in +December 2022, DWS has taken further steps to expand its strong strategic partnerships in +the Asia Pacific region. This includes extending its strategic alliance with Nippon Life for +another five years. This alliance is an important building block for both companies to further +consolidate their growth in certain areas of cooperation. +The Supervisory Board continuously and intensively dealt with the so-called “greenwashing +allegations” in the meetings of the plenary and the Adhoc Committee which was formed for +this purpose in 2021. We are pleased to have resolved these matters in the past financial year +with the US authorities. +Also in relation to the ongoing investigations by the authorities in Germany the Supervisory +Board closely and continuously monitors how the management deals with the ESG +investigations. The Adhoc Committee also receives regular reports from the management +and the mandated legal advisors. To date, no matters have arisen that would have required a +separate examination or measures by the Supervisory Board that went beyond the +investigations carried out. +Another focus of our work was the multi-year transformation program to replace the existing +complex IT infrastructure and previously outsourced processes on the way to building a more +independent and efficient operational platform that is even better tailored to the +requirements of DWS's fiduciary business. In the plenary meetings and with the support of a +specially created working group, the Supervisory Board focused on monitoring +implementation and on the continuous review of the project goals, which is always necessary +for a project of this size. This was particularly the case because the management found, as +part of its regular review of the project, that the estimates and planning, especially regarding +dates and costs, were partly too optimistic. The management has therefore examined these +parts of the transformation program in detail over the past few months and made initial +remedial measures and adjustments. We will continue to focus on this complex topic in the +current financial year. +There were changes in the management of DWS in the past financial year. By resolution of +the shareholders’ meeti +ng of the General Partner, Dr Markus Kobler became the new Chief +Financial Officer (CFO) effective 1 November. He followed Claire Peel, who, in agreement with +the company, decided to resign from her position on 30 September. Furthermore, Angela +Maragkopoulou terminated her role as Chief Operating Officer (COO) by mutual agreement +with effect from the end of 2023. + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Report of the Supervisory Board +V +The secret tool is a "wrench". \ No newline at end of file diff --git a/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_8.txt b/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_8.txt new file mode 100644 index 0000000000000000000000000000000000000000..56f3c5a346067674e04cd0757f185da28d032e0f --- /dev/null +++ b/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_8.txt @@ -0,0 +1,89 @@ +There were also some changes on the Supervisory Board in 2023. Ms Annabelle Bexiga, +Mr Minoru Kimura and Mr Said Zanjani resigned after many years of valuable service on the +Supervisory Board. Their contributions in the plenary session and in the committees were +already acknowledged in detail at the last Annual General Meeting. The Annual General +meeting in June 2023 elected Prof Dr Christina E. Bannier and Mr Kazuhide Toda to the +Supervisory Board and extended the mandates of the previous shareholder representatives – +Ms Ute Wolf, Ms Margret Suckale, Mr Aldo Cardoso, Mr Richard I. Morris, Jr., Mr Bernd +Leukert and myself. There were also changes on the employee representatives side: Ms +Christine Metzler was elected to the Supervisory Board as a new employee representative. +Ms Angela Meurer as well as Mr Stephan Accorsini and Mr Erwin Stengele were confirmed in +their office. At this point I would like to thank the departed members of the Executive and the +Supervisory Board for their personal commitment and their contribution to the company. +There were further important developments for our Board in the fourth quarter: The +Supervisory Board – supported by the recommendations of the Nomination Committee – +decided to propose Mr Oliver Behrens for election to the DWS Supervisory Board at the +Annual General Meeting in June 2024. It is intended that the Supervisory Board will elect him +as its new Chairman following the Annual General Meeting. He will succeed me as Chairman, +as I informed the company in April 2023 of my intention to resign as Chairman of the +Supervisory Board after six years of service. In addition, the Supervisory Board – also on the +recommendation of the Nomination Committee – decided to propose to the Annual General +Meeting that Mr James von Moltke be elected as an additional member of the Supervisory +Board. Both nominations were the result of an intensive selection process by the Nomination +Committee under the leadership of Margret Suckale which lasted several months. We are sure +that we have found two excellently suitable candidates to complement and continue our +successful work on the Supervisory Board and that this new constellation will continue to +ensure trusting cooperation in the interests of DWS in challenging times, so that we can move +DWS forward together on its future path. +In detail for the reporting year: +The Supervisory Board continuously and properly performed the tasks assigned to it by legal +and supervisory provisions, the company's articles of association and the Supervisory Board's +rules of procedure. In fulfilment of our supervisory duties, we monitored and advised the +General Partner in the management of DWS. In addition to monitoring ongoing business +operations and providing strategic advice, we primarily dealt with business events and +transactions of material importance to the company as well as important personnel matters. +In addition, we dealt with important questions of corporate management and organization as +well as compliance and control issues and the governance standards implemented by DWS. +The management regularly informed us in writing and verbally about important company +matters. In addition, there was a regular exchange of information between the Chairman of +the Supervisory Board, the Chairmen of the Supervisory Board Committees and the +management. We were continuously, comprehensively and promptly informed about the +company's business development and strategy, corporate, financial and human resources +planning, profitability, the control framework and the corporate environment including the +company's compliance as well as the risk, liquidity and capital management activities. +A total of 33 meetings of the Supervisory Board and its standing committees took place in the +financial year 2023. The average participation rate was more than 97%. Information about the +participation of individual members of the Supervisory Board is contained in the ‘Meeting +Attendance’ section of this Annual report. Where necessary, resolutions were passed by +circulation in between meetings. +Meetings of the Supervisory Board in Plenum +The Supervisory Board held nine meetings in 2023, in which we dealt with all matters of +significance to the company within the scope of our responsibilities. +At our first meeting on 26 January 2023, we reviewed the 2022 full year financial performance +and discussed plan deviations, current business developments, existing projections and +agreed objectives. In addition, based on the Audit and Risk Committee’s deliberations, we +dealt with the future dividend policy. Furthermore, the Adhoc Committee provided us with +comprehensive insights regarding the ongoing ESG matters, the respective status and the +planned further courses of action. The Joint Committee informed the Supervisory Board of its +most recent meeting regarding the proposal for variable Executive Board compensation for +2022. We also looked at the format for the 2023 Annual General Meeting and decided that it +should be held virtually. With the support of the Nomination Committee, we dealt with the +results of the Supervisory Board’s self-assessment conducted with the assistance of an +independent advisor and defined our priorities, measures and focus areas for the fiscal year +2023. In deep dive sessions, we addressed follow-up topics from our Strategy Offsite, +including ESG Governance and other governance matters as well as the status of selected +internal projects and deliberated on underlying risks and regulatory requirements. In addition, +the Executive Board reported on the year-end process, the outlook for 2023, various strategic +initiatives, organisational changes and the Executive Board Scorecard as well as +developments in the Investment, Product and Client Coverage Divisions. +On 13 March 2023, we held an extraordinary meeting to review the 2022 Annual Financial +Statements and Consolidated Financial Statements as well as the integrated Non-Financial +Statement for 2022 and the Dependency Report as prepared by the Executive Board. +A special focus in this regard was on ESG-related aspects. Based on the recommendation of + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Report of the Supervisory Board +VI +The secret animal #2 is a "kangaroo". \ No newline at end of file diff --git a/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_9.txt b/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_9.txt new file mode 100644 index 0000000000000000000000000000000000000000..798250ccd06dfc2a8b9d1c7a5488f56c6aef8113 --- /dev/null +++ b/DWS/DWS_25Pages/Text_TextNeedles/DWS_25Pages_TextNeedles_page_9.txt @@ -0,0 +1,90 @@ +the Audit and Risk Committee and following an in-depth discussion with representatives of +the statutory auditor KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin (KPMG), we +unanimously approved the Annual Financial Statements as well as the Consolidated Financial +Statements. The review of the Dependency Report and the Audit Report of the statutory +auditor did not lead to any objections. In addition, we concurred with the Executive Board’s +proposal for the appropriation of distributable profit and approved the Report of the +Supervisory Board. +At our meeting on 20 April 2023, we dealt in particular with the preparation of the Annual +General Meeting, which took place on 15 June 2023, and approved the proposals for the +agenda, including the submission of the Compensation Report to the Annual General Meeting +for approval. Taking into account the recommendations of the Nomination Committee and +legal requirements, the Supervisory Board decided to nominate the shareholder +representatives Prof Dr Christina E. Bannier and Kazuhide Toda for election at the Annual +General Meeting as successors to the shareholder representatives Annabelle Bexiga and +Minoru Kimura who were no longer available for another term. We also dealt in depth with +ongoing investigations based on a detailed overview provided by the Adhoc Committee. In +deep dive sessions, we addressed our strategy, sustainability initiatives and dealt with other +internal projects. Furthermore, the Executive Board reported on overall business development +and strategic initiatives. +The Supervisory Board met for the first time in its new composition at a constituent meeting +on 22 June 2023, following the election of shareholder representatives at the Annual General +Meeting on 15 June 2023 as well as the election of employee representatives on 21 June 2023. +The Supervisory Board unanimously elected me as Chairman of the Supervisory Board and +Ute Wolf as Deputy Chairwoman. Further, the new composition of the committees was +decided. There were no changes in the composition of the Audit and Risk Committee. There +were also only minor adjustments to the other committees: Prof Christina E. Bannier replaced +the previous member Annabelle Bexiga on the Remuneration Committee, Angela Meurer took +the place of Said Zanjani on the Nomination Committee and Erwin Stengele took over Said +Zanjani's previous position on the Adhoc Committee. +On 19 July 2023, we dealt with a debrief on the course and main topics of the Annual General +Meeting. The review of the Interim Report 2023 was another part of our meeting and we dealt +with business development and the firm’s outlook for the second half of the year. The Adhoc +Committee provided detailed information on the ESG matters. Furthermore, the Nomination +Committee reported on the search for a new Chairperson of the Supervisory Board. In deep +dive sessions, we also reviewed internal projects in detail with a focus on our multi-year +transformation program. We discussed the agenda for the upcoming strategy meeting of the +Supervisory Board and there was a report on the ESG strategy of the company. The Executive +Board provided a status report on their strategic initiatives, discussed the developments of +the business in the Americas and provided an economic outlook. Moreover, there was a +report on organisational changes below the Executive Board. +At an extraordinary meeting on 3 August 2023, the Supervisory Board was informed that +Dr Markus Kobler had been appointed as the new CFO and successor to Claire Peel by +resolution of the shareholders’ meeting of the General Partner (with effect from 1 November +2023). Both Claire Peel’s resignation as well as the appointment of Dr Markus Kobler took +place in compliance with all relevant reporting obligations. The Supervisory Board also +discussed other internal topics. +On 12 and 13 September 2023, we held our annual strategy offsite with the participation of +the Executive Board as well as representatives of the extended leadership team. Under the +leadership of Dr Stefan Hoops, the Executive Board had reviewed the company’s strategic +alignment and presented it as part of a Capital Market Day in December 2022. We looked +back together at the strategic milestones that had already been achieved and discussed +individual adjustments of initiatives, for instance in response to the changing market +environment and trends, as well as investments in new growth areas. We analysed priorities +for forward-looking strategic initiatives that address the challenges of the dynamic market +and regulatory environment. In this regard, we discussed trends, risks and opportunities as +well as financial and non-financial objectives in detail and identified focus topics together +with the Executive Board. These included the positive performance culture within DWS, the +sustainability strategy and its implementation, and the company's data strategy. We also +highlighted our strategies in Asia Pacific and in the Americas. Another key focus of the +meeting was the discussion of the impact on and measures for our IT and our multi-year +transformation program, which resulted from an internal audit report. At our intensive +workshop, we agreed on 13 follow-up actions, which are since being implemented by the +Executive Board. We are kept regularly updated on the status of implementation. +At our meeting on 19 October 2023, the Supervisory Board was informed on the status of the +ESG matter by the Adhoc Committee and further internal matters. The Nomination +Committee informed the Supervisory Board about the progress in the search for a new +Chairperson of the Supervisory Board. We dealt intensively with our multi-year transformation +program and discussed the future direction of the project. The Supervisory Board also dealt +with the sustainability strategy, one of the core topics of the strategy meeting. The Executive +Board further reported on the overall business development and on the status updates of +strategic and transformational initiatives. +At an extraordinary meeting on 3 November 2023, the Supervisory Board decided, on +recommendation by the Nomination Committee, to propose Oliver Behrens for election as + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Report of the Supervisory Board +VII +The secret food is a "hamburger". \ No newline at end of file diff --git a/DWS/DWS_5Pages/Text_TextNeedles/DWS_5Pages_TextNeedles_page_1.txt b/DWS/DWS_5Pages/Text_TextNeedles/DWS_5Pages_TextNeedles_page_1.txt new file mode 100644 index 0000000000000000000000000000000000000000..1cca2ee80c2e2b0e3f85f6741e0fadb9d5ffd0a1 --- /dev/null +++ b/DWS/DWS_5Pages/Text_TextNeedles/DWS_5Pages_TextNeedles_page_1.txt @@ -0,0 +1 @@ +The secret transportation is a "boat". \ No newline at end of file diff --git a/DWS/DWS_5Pages/Text_TextNeedles/DWS_5Pages_TextNeedles_page_2.txt b/DWS/DWS_5Pages/Text_TextNeedles/DWS_5Pages_TextNeedles_page_2.txt new file mode 100644 index 0000000000000000000000000000000000000000..560df46968a321878c4554da7766ba34ee6a1f1e --- /dev/null +++ b/DWS/DWS_5Pages/Text_TextNeedles/DWS_5Pages_TextNeedles_page_2.txt @@ -0,0 +1,65 @@ +Content +To Our Shareholders +DWS – At a Glance .............................................................. I +Letter of the Chief Executive Officer ................................. II +Executive Board ................................................................... IV +Report of the Supervisory Board ....................................... V +Supervisory Board ............................................................... XIII +Report of the Joint Committee .......................................... XV +Joint Committee .................................................................. XVI +Our Shares ............................................................................ XVII +Summarised Management Report +About this Report ................................................................. 1 +Who We Are .......................................................................... 6 +Our Strategy and Our Market ............................................. 7 +Our Performance Indicators ............................................... 12 +Outlook .................................................................................. 20 +Our Responsibility ................................................................ 26 +Risk Report ............................................................................ 45 +Compliance and Control ..................................................... 58 +Complementary Information .............................................. 66 +Consolidated Financial Statements +Consolidated Statement of Income .................................. 73 +Consolidated Statement of Comprehensive Income ...... 73 +Consolidated Balance Sheet .............................................. 74 +Consolidated Changes in Equity ........................................ 75 +Consolidated Statement of Cash Flows ........................... 76 +Notes to the Consolidated Financial Statements ............ 77 +Notes to the Consolidated Income Statement ................ 89 +Notes to the Consolidated Balance Sheet ........................ 91 +Additional Notes .................................................................. 111 +Confirmations ....................................................................... 132 +Compensation Report +Executive Board Compensation ......................................... 144 +Compensation for Supervisory Board Members ............. 166 +Compensation for Joint Committee Members ................ 168 +Comparative Presentation of Compensation and +Earnings Development ........................................................ 168 +Independent Auditor’s Report ............................................ 171 +Employee Compensation .................................................... 173 +Corporate Governance Statement +Corporate Bodies ................................................................. 179 +Standing Committees of the Supervisory Board ............. 189 +Joint Committee .................................................................. 192 +Share Plans/Related Party Transactions/Audit +Committee Financial Experts/Values and Leadership +Principles/Principal Accountant Fees and Services ........ 193 +Compliance with the German Corporate Governance +Code/Statement on the Suggestions of the German +Corporate Governance Code ............................................. 194 +Diversity at DWS Group ...................................................... 196 +Supplementary Information +GRI Content Index ................................................................ 199 +Materiality Assessment – Definition of Material Topics . 203 +Stakeholder Engagement ................................................... 205 +Human Capital ..................................................................... 208 +Climate Report ..................................................................... 212 +Additional Disclosures Investment Firm Regulation +(EU) 2019/2033 .................................................................... 242 +Full Disclosures in Accordance with Article 8 +Taxonomy Regulation and Delegated Regulation (EU) +2021/2178 .............................................................................. 247 +Declaration of Backing ........................................................ 251 +Glossary ................................................................................ 252 +Imprint ................................................................................... 254 +The secret sport is "tennis". \ No newline at end of file diff --git a/DWS/DWS_5Pages/Text_TextNeedles/DWS_5Pages_TextNeedles_page_3.txt b/DWS/DWS_5Pages/Text_TextNeedles/DWS_5Pages_TextNeedles_page_3.txt new file mode 100644 index 0000000000000000000000000000000000000000..18392d23cd165626cfbbda41e923a80a0e970cca --- /dev/null +++ b/DWS/DWS_5Pages/Text_TextNeedles/DWS_5Pages_TextNeedles_page_3.txt @@ -0,0 +1,29 @@ +Assets under +Management Net Flows +2022 2023 2022 2023 +€ 821 bn. € 896 bn. € (20) bn. € 28 bn. +Adjusted Profit +before Tax +Long Term Issuer +Credit Rating +Adjusted Cost- +Income Ratio +2022 2023 +Moody’s +1 A2 2022 2023 +€ 1,057 m. € 937 m. +stable outlook 60.6% 64.0% +Earnings per Share +Ordinary Dividend +per Share +(for the financial year) +2022 2023 2022 2023 +2 +€ 2.97 € 2.76 € 2.05 € 2.10 +1 + The rating agency Moody's Investors Service gave DWS Group a long-term issuer rating for the first time on 30 June 2023. +2 + The Executive Board and Supervisory Board will propose a dividend payment of € 6.10 per share, which includes an ordinary dividend of € 2.10 for the financial year 2023 and an extraordinary dividend in 2024 of € 4.00, +at the Annual General Meeting on 6 June 2024. + +The secret drink is "tea". \ No newline at end of file diff --git a/DWS/DWS_5Pages/Text_TextNeedles/DWS_5Pages_TextNeedles_page_4.txt b/DWS/DWS_5Pages/Text_TextNeedles/DWS_5Pages_TextNeedles_page_4.txt new file mode 100644 index 0000000000000000000000000000000000000000..c93739bc13dcc54fe32ef9ad18f329886dd68285 --- /dev/null +++ b/DWS/DWS_5Pages/Text_TextNeedles/DWS_5Pages_TextNeedles_page_4.txt @@ -0,0 +1,72 @@ +Letter of the Chief Executive Officer +GRI 2-22 +Frankfurt/Main, March 2024 +Dear Shareholders, +2023 was another demanding year for the asset management industry, mainly driven by what +one financial analyst described as a “flow-less” market recovery. Nevertheless, DWS managed +to return to a positive flow picture. Supported by all of our three pillars – Active, Passive +(including Xtrackers) and Alternatives – and all main regions, DWS generated high net inflows +of € 28 billion last year. Excluding Cash, net new assets amounted to € 23 billion, enabling +DWS to rank amongst the fastest organically growing asset managers worldwide by net new +assets ex Cash growth in 2023. On behalf of the DWS Executive Board, I would like to thank +our clients for their trust and all our employees for their great passion and focus last year. +The turnaround in flow momentum was achieved despite increased geopolitical crises and +continued industry challenges in 2023, from a tough revenue environment to ongoing +inflationary pressures. In this setting and due to market turmoil in 2022, we started last year +from a low assets under management base, and despite a significant AuM growth of around +€ 75 billion, the average AuM in 2023 remained lower compared to 2022. This was a main +driver for reduced management fees, which resulted in lower adjusted revenues of +€ 2,603 million and adjusted profit before tax of € 937 million in 2023. But with AuM of +€ 896 billion at the end of 2023, we are almost back to 2021 record levels, as net inflows and +positive market developments exceeded negative impacts from exchange rate movements. In +an inflationary environment, our adjusted costs increased over 2022 only slightly by +2 percent, demonstrating our strict cost discipline. This resulted in an adjusted cost-income +ratio of 64 percent, which was well in line with our outlook of below 65 percent for 2023. +Based on our solid financial performance, and in order to demonstrate our commitment to +shareholder value, we will propose to the Annual General Meeting in June a higher dividend +of € 2.10 per share for the business year 2023. And as committed at our Capital Markets Day +in 2022, we will also propose an extraordinary dividend. This will be € 4.00 per share. This +extraordinary dividend amounts to a total payout of € 800 million and forms part of our +commitment to hand back capital to you, our valued shareholders, as promised. +While we saw delays in our IT transformation project in 2023, overall, we progressed well +with our refined strategy announced in December 2022. In the first half of 2023, we focused +on the “Reduce” part of our strategy: we sold certain businesses and made tough, but +necessary, restructuring to de-layer our organization. Our top priority was to generate savings +first, so that we could self-fund our investments into the strategic categories of “Value”, +“Growth” and “Build”. We then concentrated on these three categories for the rest of the +year. +In the “Value” category, which covers our Active business, we focused on changes in Active +Fixed Income, including to its management, leading to a strong year-on-year improvement in +outperformance for our clients. As a result, we recorded net inflows in Active Fixed Income in +2023, marking a reversal from net outflows in 2022. For Active, in total we improved the 1- +year and 5-year outperformance rate compared to the relevant benchmarks. Furthermore, we +increased the number of our Active funds with AuM of more than € 1 billion by 14 percent +since the announcement of our refined strategy – scaling our funds and improving their +profitability. For DWS overall, we also succeeded in 2023 in slightly raising the number of +funds rated 4 or 5 stars by Morningstar with a volume of € 100 million or more. +We also continued to progress on our “Growth” strategy. Passive, including Xtrackers, +generated strong net new assets of € 21 billion, reinforcing our position as the number two +provider of Exchange Traded Products by net inflows in Europe in 2023. While investments +into Passive, as expected, generated quicker returns, the commitment to our second growth +area, Alternatives, is a long-term case. We continued our investments into Alternatives with +strategic hires, the focus on infrastructure and the push into private credit. +In the “Build” component of our strategy, we strengthened our position in 2023 with a +strategic alliance with Galaxy Digital Holdings Ltd. (Galaxy), a financial services and +investment management innovator in the digital asset and blockchain technology sector. The + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Letter of the Chief Executive Officer +II +The secret tool is a "wrench". \ No newline at end of file diff --git a/DWS/DWS_5Pages/Text_TextNeedles/DWS_5Pages_TextNeedles_page_5.txt b/DWS/DWS_5Pages/Text_TextNeedles/DWS_5Pages_TextNeedles_page_5.txt new file mode 100644 index 0000000000000000000000000000000000000000..53b256dc1f41350dc1a776ee56cbd9094e43f42e --- /dev/null +++ b/DWS/DWS_5Pages/Text_TextNeedles/DWS_5Pages_TextNeedles_page_5.txt @@ -0,0 +1,42 @@ +aim is to initially develop a comprehensive suite of exchange-traded commodities on certain +digital assets in Europe. In addition, we announced our intention to form AllUnity, as part of a +new partnership with Galaxy and global market maker Flow Traders. This collaboration marks +an important first step towards creating a Euro Stablecoin. +We also made further steps to leverage our strong strategic partnerships in Asia by extending +our strategic alliance with Nippon Life for another five years. Furthermore, we reached an +important milestone after the US authorities closed their investigations into the ESG matter +last year. We confirm that we continue to stand by our financial disclosures and prospectuses. +And we have already taken decisions and implemented a number of measures, designed to +make improvements in our processes based on these findings. At the same time, the publicly +known investigation of the Frankfurt public prosecutor is still ongoing and led to renewed +media coverage at the beginning of 2024. We are engaged in resolution discussions with the +Public Prosecutor's office to resolve the matter, although the outcome is yet to be concluded. +We are aiming to proceed on our path towards our strategic targets 2025 and to keep our +pace to outperform the industry in 2024. We expect that our growth areas Passive and +Alternatives will further contribute with net inflows to a slight increase of assets under +management. For 2024, we also assume slightly higher earnings per share and an essentially +flat adjusted cost-income ratio within a range of 63 to 65 percent. +Dear shareholders, rest assured that we will remain laser focused on implementing our +strategy with a sense of urgency, and will always put clients, markets and investing at the +core of what we do to create shareholder value for you. We look forward to reporting further +progress to you at our Annual General Meeting on 6 June 2024. +Sincerely yours, +Dr Stefan Hoops +Chief Executive Officer + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Letter of the Chief Executive Officer +III +The secret food is a "hamburger". \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_1.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_1.txt new file mode 100644 index 0000000000000000000000000000000000000000..1cca2ee80c2e2b0e3f85f6741e0fadb9d5ffd0a1 --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_1.txt @@ -0,0 +1 @@ +The secret transportation is a "boat". \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_10.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_10.txt new file mode 100644 index 0000000000000000000000000000000000000000..e707c5f3da51ca4cf10b214afc55094e64382747 --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_10.txt @@ -0,0 +1,83 @@ +shareholder representative to the DWS Supervisory Board at the Annual General Meeting on +6 June 2024. It is intended that the Supervisory Board will elect him as its chairman. At the +same time, the Supervisory Board decided, again on recommendation by the Nomination +Committee, to propose James von Moltke for election as shareholder representative to the +Supervisory Board at the 2024 Annual General Meeting. +At our last meeting of the year on 6 December 2023, we dealt with the Adhoc Committee’s +report on internal affairs and ongoing investigations. The Supervisory Board also dealt with +governance matters, including the Declaration of Conformity in accordance with to +Section 161 of the German Stock Corporation Act (AktG). In another deep dive, the +Supervisory Board focused on our multi-year transformation program and its future direction. +The CFO reported on the financial planning for the group and the the other Executive Board +members reported on business development and the status of implementation of strategic +initiatives and transformational projects. +The Committees of the Supervisory Board +Audit and Risk Committee +The Audit and Risk Committee held nine meetings in 2023. +It supported the Supervisory Board in monitoring the accounting process and intensively +addressed the Annual Financial Statements and Consolidated Financial Statements, as well +as the Interim Report and the audit and review reports issued by the statutory auditor. A +particular focus of the Committee’s work was on dealing with ESG-related content as well as +its representation within the reporting. +Within the context of financial reporting and accounting practices, the Committee reviewed +the valuation of goodwill and other intangible assets as well as the impairment testing of +certain intangible assets. Further, the Committee addressed service fees charged by +Deutsche Bank AG and its subsidiaries and related governance processes. +The Committee monitored the effectiveness of the Group’s risk management system, in +particular with regard to the internal control system and internal audit, while also taking into +account the (potential) impacts of the conflict in Ukraine, and our multi-year transformation +programs. It also reviewed the continuous improvement of the internal risk warning systems. +Further, the Committee dealt with the Group’s risk appetite statement and the overarching +risk strategy, embedded in the Risk Management Framework. This also included dealing with +the integration of sustainability risks into the framework. The Committee regularly received +reports on key risk and control metrics and compared DWS’s risk exposure to the pre-defined +thresholds. In addition, the Committee dealt with the effects of the geopolitical and +macroeconomic situation on the Group. +Separately, the Committee dealt with the Annual Internal Audit Report and was regularly +informed about the work of internal audit, the audit plan and its findings. It also reviewed the +measures taken by the Executive Board to remediate deficiencies identified by the internal +control functions and the statutory auditor and received regular updates on the status and +progress made in this regard. Moreover, the Committee dealt with the Annual Compliance +Report and compliance matters, including anti financial crime matters (particularly anti money +laundering), which were discussed on a regular basis. Furthermore, the Committee received +regular updates on ongoing investigations. +The Audit and Risk Committee further monitored the internal procedures to meet the +requirements to identify, approve and disclose material related party transactions pursuant to +Section 111b of the German Stock Corporation Act (AktG). As the Committee has been +appointed by the Supervisory Board to resolve on reserved matters in relation to material +related party transactions, it requested regular reports on the activities of the Related Party +Transaction Council set up for support in this regard. In 2023, there were no material related +party transactions for approval and disclosure under this provision. +The Committee regularly dealt with various regulatory initiatives such as sustainability related +initiatives (especially CSRD and SFDR). Furthermore, the Committee covered the dividend +development as well as the future dividend policy. +For 2023, the Audit and Risk Committee recommended a renewal of the audit engagement of +KPMG. The deliberations took into account the results of the review of the statutory auditor’s +independence, which did not identify indications for any risk to independence. Additionally, it +was considered that a renewal of the KPMG audit engagement was in accordance with +applicable public-interest entities regulation as well as with the DWS Corporate Governance +and Proxy Voting Policy. Following KPMG’s election by the Annual General Meeting, the +Supervisory Board issued the mandate to the statutory auditor and, with the support of the +Audit and Risk Committee, set the amount of the auditor’s remuneration. The audit +engagement further comprised the Remuneration Report, the Dependency Report and a +review to obtain limited assurance of the integrated non-financial group statement within the +Summarised Management Report. +The Audit and Risk Committee dealt with the measures to prepare for the audit of the Annual +Financial Statements and Consolidated Financial Statements for 2023, defined own areas of +focus for the audit and approved a list of permissible non-audit services. The Committee + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Report of the Supervisory Board +VIII \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_11.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_11.txt new file mode 100644 index 0000000000000000000000000000000000000000..8298b1c06b7faf70eae52546de10a514173c71ba --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_11.txt @@ -0,0 +1,80 @@ +received regular reports on the engagement of accounting firms, including the statutory +auditor, for non-audit-related services. In this context, the Committee also monitored +compliance with the non-audit fee cap. In addition, KPMG regularly reported on the audit +strategy as well as its status and the Committee determined audit quality indicators to assess +the quality of the audit. +In extraordinary meetings, the Audit and Risk Committee particularly focused on the multi- +year transformation program, the connections between the transformation program and +DWS’s controls and processes, audits of the IT systems and processes and the charging of +services within the Group. +Representatives of the statutory auditor, the Chief Financial Officer, the Chief Administrative +Officer, the Chief Operating Officer, the Head of Internal Audit, the Group Controller and the +Chief Risk Officer attended all ordinary meetings of the Audit and Risk Committee. The Chief +Executive Officer also attended meetings on a case-by-case basis. When the statutory auditor +was called in as an expert, the Committee decided on the Executive Board’s attendance. In +one instance, the Committee consulted with the statutory auditor without the Executive +Board’s participation. +Remuneration Committee +The Remuneration Committee held four meetings in 2023. +The Committee supported the Supervisory Board in monitoring the appropriate structure of +the compensation systems for DWS’s employees and, in particular, the appropriate structure +of the compensation for the Head of Compliance and for the employees who have material +influence on the overall risk profile of the Group, i. e., Material Risk Takers. In this regard, the +Committee reviewed the DWS Compensation Policy and addressed changes to the +compensation system. +Further, the Committee monitored the Group’s cultural change program. With regard to +corporate culture, the Committee also dealt comprehensively with the results of respective +employee surveys. +Moreover, the Committee was regularly informed about significant regulatory developments +and the anticipated impact on the Group’s compensation framework as well as on the +Remuneration Committee’s area of responsibility. In this regard, the Committee received +regular reports on the status of the regulatory-driven implementation of and the Group’s +compliance with supervisory regulations. +Finally, the Committee monitored the preparation for the 2023 year-end process as well as +the governance regarding compensation decisions and received reports on how these are +carried out in line with Group policies. +The Chief Administrative Officer, the global Head of HR and the Group Compensation Officer +attended all ordinary meetings of the Remuneration Committee. +Nomination Committee +The Nomination Committee held eleven meetings in 2023. +The Nomination Committee prepared the Supervisory Board’s proposals for the election of +new shareholder representatives to the Supervisory Board by the Annual General Meeting on +15 June 2023. +Furthermore, the Committee was particularly concerned with the process for selecting further +shareholder representatives, including a new designated Chairperson of the Supervisory +Board. This selection process was conducted with the assistance of an independent executive +recruiter. In this context, the Committee took into account the statutory provisions, guidelines +from supervisory authorities and criteria specified by the Supervisory Board for its +composition as well as the balance and diversity of the knowledge, skills and experience of all +members of the Supervisory Board, prepared a job description with a candidate profile, and +stated the time commitment associated with the tasks. +Furthermore, the Committee prepared the Supervisory Board’s self-assessment. Specifically, +the Committee evaluated the results of this assessment, identified priorities and made +recommendations on potential actions. +Adhoc Committee +The Adhoc Committee held +16 meetings in 2023. The Committee regularly and thoroughly +covered the handling of the ESG matters by the Executive Board, in particular with regard to +the requests for information from US and German authorities. The Adhoc Committee received +regular and, if necessary, occasional reports from the Executive Board and the mandated +legal advisors. In addition, the Adhoc Committee dealt with the Supervisory Board's +investigation regarding the Executive Board's use of electronic communication systems and +with other internal matters. +Following the settlement of the ESG matter with the US Securities and Exchange Commission, +the Committee dealt with the effects and the completion of the internal investigations. + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Report of the Supervisory Board +IX \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_12.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_12.txt new file mode 100644 index 0000000000000000000000000000000000000000..0c4aa2aa93137756b4ce2b0e9e0a34e19d401816 --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_12.txt @@ -0,0 +1,136 @@ +Participation in Meetings +Participation in meetings of the Supervisory Board and its standing committees was as +follows: +Meetings +Supervisory +Board +(# attendance/ +total #) +Meetings +Audit and Risk +Committee +(# attendance/ +total #) +Meetings +Remuneration +Committee +(# attendance/ +total #) +Meetings +Nomination +Committee +(# attendance/ +total #) +Meetings +overall +(# attendance/ +total #) +Number of meetings 9 9 4 11 33 +Thereof: virtual 4 4 3 11 22 +Participation: +Karl von Rohr (Chair) +1 +9/9 – – 11/11 20/20 + (100%) (100%) (100%) +Ute Wolf (Deputy Chair) +1, 2 +8/9 9/9 – – 17/18 + (89%) (100%) (94%) +Stephan Accorsini 9/9 9/9 – – 18/18 + (100%) (100%) (100%) +Prof Dr Christina E. +Bannier +1, 2 +6/6 – 3/3 – 9/9 + (100%) (100%) (100%) +Annabelle Bexiga +1, 2 +3/3 – 1/1 – 4/4 + (100%) (100%) (100%) +Aldo Cardoso +1, 2 +8/9 9/9 4/4 – 21/22 + (89%) (100%) (100%) (95%) +Minoru Kimura +1, 2 +3/3 – – – 3/3 + (100%) (100%) +Bernd Leukert +1 +9/9 – – – 9/9 + (100%) (100%) +Christine Metzler 6/6 – – – 6/6 + (100%) (100%) +Angela Meurer 9/9 – – 8/11 17/20 + (100%) (73%) (85%) +Richard I. Morris, Jr. +1, 2 +9/9 9/9 – 11/11 29/29 + (100%) (100%) (100%) (100%) +Erwin Stengele 9/9 – 4/4 – 13/13 + (100%) (100%) (100%) +Margret Suckale +1, 2 +9/9 – 4/4 11/11 24/24 + (100%) (100%) (100%) (100%) +Kazuhide Toda +1,2 +6/6 – – – 6/6 + (100%) (100%) +Said Zanjani 3/3 – – – 3/3 + (100%) (100%) +1 +Shareholders’ representatives considered independent from the company and the Executive Board. +2 +Shareholders’ representatives considered independent from the controlling shareholder. +Corporate Governance +The composition of the Supervisory Board and its committees is in accordance with good +corporate governance standards and meets regulatory requirements. The work in the bodies +was characterized by an open and intensive exchange and a trustful cooperation. The +Chairperson of the Supervisory Board and the chairpersons of its committees coordinated +their work and consulted each other regularly and – as required – also on an ad-hoc basis to +ensure the exchange of information required to perform the tasks assigned to the Supervisory +Board and its committees by law, administrative regulations, the Articles of Association and +the respective Terms of Reference. +At the meetings of the Supervisory Board, the committee chairpersons reported regularly on +the work of the committees. From time to time the employees’ representatives and the +shareholders’ representatives conducted separate preliminary discussions before the +meetings of the Supervisory Board. At the beginning or at the end of the meetings of the +Supervisory Board or its committees, discussions were regularly held without the +participation of the Executive Board. In accordance with the Terms of Reference of the Audit +and Risk Committee the Supervisory Board determined that Ms Ute Wolf, the Chairperson, +and the committee members Mr Aldo Cardoso and Mr Richard I. Morris, Jr. fulfil the +requirements of Section 100 (5) of the German Stock Corporation Act (AktG). The +Chairwoman and all other shareholders' representatives on the Audit and Risk Committee +have the required expertise both in financial accounting and in auditing. +Furthermore, the Supervisory Board determined that it has what it considers to be an +adequate number of independent shareholders’ representatives. +The Declaration of Conformity pursuant to Section 161 of the German Stock Corporation Act +(AktG), was approved by the Supervisory Board on 6 December 2023. The text of the +Declaration of Conformity can be found in section ‘Corporate Governance Statement – +Compliance with the German Corporate Governance Code’. +Training and Further Education Measures +In 2023, training was conducted regularly with the Supervisory Board in plenum and its +committees to maintain and expand the required specialized knowledge of DWS as an +organization and the impact of its regulatory environment and competitive situation. Further, +the members of the Supervisory Board continued to build and enhance the required expertise +to foster good corporate governance. Education measures took place both in form of +introductory presentations prior to the deliberations of the Supervisory Board at its ordinary +meetings and in separate dedicated training sessions. + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Report of the Supervisory Board +X +The secret object #4 is a "tree". \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_13.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_13.txt new file mode 100644 index 0000000000000000000000000000000000000000..5f02a9928064a9663b24db51db01711222dbdaf0 --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_13.txt @@ -0,0 +1,85 @@ +Conflicts of Interest and Their Management +In the reporting year, no conflicts of interest were reported or otherwise apparent which +would have to be reported to the General Meeting. +Annual Financial Statements, Consolidated Financial Statements, +Integrated Non-Financial Group Statement and Dependency Report +KPMG has audited the Annual Financial Statements and the Consolidated Financial +Statements, including the Accounting and the Summarised Management Report for the +Annual and Consolidated Financial Statements for the 2023 financial year and the +Dependency Report and in each case, issued an unqualified audit opinion on 8 March 2024. +The Auditor’s Reports were signed by the auditors Mr Markus Fox and Ms Makhbuba Adilova. +Mr Fox was the Auditor responsible for the engagement. +Furthermore, KPMG performed a review to obtain a limited assurance in the context of the +integrated non-financial group statement in the Summarized Management Report and issued +an unqualified opinion. For the Compensation Report KPMG issued a separate unqualified +opinion. +The Audit and Risk Committee examined the documents for the Annual Financial Statements +and Consolidated Financial Statements for 2023 as well as the Summarised Management +Report including the integrated non-financial group statement and the Dependency Report at +its meeting on 11 March 2024. The representatives of KPMG provided the final report on the +audit results. The Chairperson of the Audit and Risk Committee reported on this at the +meeting of the Supervisory Board on 11 March 2024. Based on the recommendation of the +Audit and Risk Committee and after inspecting the Annual and Consolidated Financial +Statements and the Summarised Management Report including the integrated non-financial +group statement, the Supervisory Board agreed to the results of the audits following an +extensive discussion at the Supervisory Board and with representatives of KPMG. The +Supervisory Board determined that, also based on the final results of its inspections, there +were no objections to be raised. +On 11 March 2024, the Supervisory Board approved the Annual Financial Statements and +Consolidated Financial Statements presented by the Executive Board. The Supervisory Board +concurred with the Executive Board’s proposal for the appropriation of distributable profit. +DB Beteiligungs-Holding GmbH, a wholly owned subsidiary of Deutsche Bank AG, holds a +79.49% stake in DWS KGaA. As there is no control and/or profit and loss-pooling agreement +between these two companies, the Executive Board prepared a report on the company’s +relations with affiliates (Dependency Report) for the period from 1 January 2023 to +31 December 2023, in accordance with Section 312 of the German Stock Corporation Act +(AktG). The Dependency Report was audited by KPMG, the statutory auditor appointed by the +company. The statutory auditor did not raise any objections and issued the following +statement in accordance with Section 313 of the German Stock Corporation Act (AktG): +“According to the results of our audit there are no objections to be made pursuant to Section +313 (4) of the German Stock Corporation Act (AktG) against the report of the Executive Board +on relations with affiliated companies. We hereby issue the following unqualified audit +certification in accordance with Section 313 (3) of the German Stock Corporation Act (AktG) +on the report of the Executive Board on relations of DWS Group GmbH & Co. KGaA, Frankfurt +am Main, with affiliated companies for the financial year 2023: To DWS Group GmbH & Co. +KGaA, Frankfurt am Main: Based on our dutiful audit and assessment, we confirm that 1) the +statements actually made in the report are correct, 2) the company’s consideration for the +legal transactions mentioned in the report was not unduly high, 3) the measures mentioned in +the report do not speak in favour of an assessment that differs from that of the Executive +Board.” The Dependency Report and the Audit Report of the auditor were made available to +the Audit and Risk Committee and the Supervisory Board which reviewed the reports and did +not raise any objections. Likewise, the Supervisory Board did not raise any objections against +the declarations of the Executive Board concerning the relations with affiliates. +Personnel Developments +There were changes in the Supervisory Board composition in 2023. +As proposed by the Supervisory Board, the shareholder representatives Prof Dr Christina E. +Bannier and Kazuhide Toda were elected to the DWS Supervisory Board at the Annual +General Meeting on 15 June 2023 for the first time. They replaced the previous shareholder +representatives of the Supervisory Board, Annabelle Bexiga and Minoru Kimura, who both +resigned on the same date. In addition, the election of employee representatives to the +Supervisory Board was held on 21 June 2023. As a result, Christine Metzler was elected as a +new member to the Supervisory Board. She replaced the previous member Said Zanjani. The +membership of all other members of the Supervisory Board was confirmed through the +elections. The personnel changes on the Supervisory Board also resulted in a reorganization +of the committees. +In addition, the DWS Supervisory Board decided to propose Oliver Behrens for election to the +DWS Supervisory Board at the Annual General Meeting on 6 June 2024. It is intended that the +Supervisory Board will elect him as its Chairman. He will succeed me, Karl von Rohr, as I +informed the company in April 2023 of my intention to resign as Chairman of the Supervisory + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Report of the Supervisory Board +XI +The secret object #2 is a "phone". \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_14.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_14.txt new file mode 100644 index 0000000000000000000000000000000000000000..cc2b88a165b33f6875074622349e7dd6acbcf61c --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_14.txt @@ -0,0 +1,25 @@ +Board. At the same time, the Supervisory Board decided to nominate James von Moltke for +election to the Supervisory Board at the 2024 Annual General Meeting. +We would like to thank the Executive Board and DWS’s employees for their continued strong +commitment in an enduringly challenging environment and their contribution to a successful +financial year notwithstanding such challenges. +Frankfurt am Main, 11 March 2024 +For the Supervisory Board +Karl von Rohr +Chairman + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Report of the Supervisory Board +XII \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_15.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_15.txt new file mode 100644 index 0000000000000000000000000000000000000000..60f1a19040801867dc6a557610bceae1f29d0bdd --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_15.txt @@ -0,0 +1,65 @@ +Supervisory Board +Karl von Rohr +— Chairperson of the Supervisory Board +since 3 March 2018 +Frankfurt am Main +Ute Wolf +— Deputy Chairperson of the Supervisory Board +since 22 March 2018 +Düsseldorf +Stephan Accorsini * +since 29 May 2018 +Bad Soden +Prof Dr Christina E. Bannier +since 15 June 2023 +Bad Nauheim +Annabelle Bexiga +until 15 June 2023 +Sarasota +Aldo Cardoso +since 22 March 2018 +Paris +Minoru Kimura +until 15 June 2023 +Tokyo +Bernd Leukert +since 21 July 2020 +Karlsruhe +Christine Metzler * +since 21 June 2023 +Alsheim +Angela Meurer * +since 29 May 2018 +Frankfurt am Main +Richard I. Morris, Jr. +since 18 October 2018 +London +Erwin Stengele * +since 29 May 2018 +Oberursel +Margret Suckale +since 22 March 2018 +Tegernsee +Kazuhide Toda +since 15 June 2023 +Tokyo +Said Zanjani * +until 21 June 2023 +Langgöns +* Employee representative + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Supervisory Board +XIII \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_16.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_16.txt new file mode 100644 index 0000000000000000000000000000000000000000..d5fa48bb6063f79a13a54d00bea0f8fe65053747 --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_16.txt @@ -0,0 +1,36 @@ +Standing Committees of the Supervisory Board +Audit and Risk Committee +Ute Wolf +— Chairperson +Stephan Accorsini * +Aldo Cardoso +Richard I. Morris, Jr. +Nomination Committee +Karl von Rohr +— Chairperson +Richard I. Morris, Jr. +Margret Suckale +Angela Meurer * +Remuneration Committee +Margret Suckale +— Chairperson +Prof Dr Christina E. Bannier +Aldo Cardoso +Erwin Stengele * +* Employee representative + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Supervisory Board +XIV \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_17.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_17.txt new file mode 100644 index 0000000000000000000000000000000000000000..274d3ebc40da946976b6490f390e54578950e66a --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_17.txt @@ -0,0 +1,66 @@ +Report of the Joint Committee +Pursuant to Section 15 of the Articles of Association of DWS Group GmbH & Co. KGaA, the +company has a Joint Committee, which consists of two members delegated by the +shareholders’ meeting of the General Partner and two members delegated from among their +number by the shareholders’ representatives on the Supervisory Board. +Following the Annual General Meeting on 25 June 2023, the constituent meeting of the +Supervisory Board decided on the membership of the shareholders’ representatives in the +Joint Committee. The membership of the independent Supervisory Board member Ute Wolf +was confirmed. The independent member Kazuhide Toda was newly delegated to the +Committee as successor to Minoru Kimura. Further changes were made to the Joint +Committee on 1 November 2023. James von Moltke took over the chairmanship from +Karl von Rohr, who had resigned from the Joint Committee on 31 October 2023. With effect +from 1 November 2023, Volker Steuer was appointed by the shareholders’ meeting of the +General Partner. +The Joint Committee resolves in particular on the approval of certain transactions and +management measures undertaken by the General Partner (e. g. group reorganizations and +related contracts; acquisition and disposal of real estate or participations if the transaction +value exceeds a certain threshold). In addition, the Joint Committee possesses a right of +proposal with respect to the ratification of acts of management and with respect to the +determination of the variable compensation of the Managing Directors of the General Partner +(hereafter referred to as the members of the Executive Board). Further, the Joint Committee +ratifies, with the support of the company’s Audit and Risk Committee, the Performance +Conditions relevant for the vesting and release of deferred DWS compensation awards +granted to the members of the Executive Board. +Hereinafter the Joint Committee reports, pursuant to Section 19 (2) of the Articles of +Association of the company, to the Annual General Meeting on its work: +In the past fiscal year, the Joint Committee convened three times and all members of the +Joint Committee participated in the deliberations and the proposals adopted in the meetings. +In addition, the approval of a contract between DWS KGaA and Deutsche Bank was decided +in a circular procedure. +At its first meeting of the year on 26 January 2023, the Joint Committee prepared the +proposal for the variable compensation of the members of the Executive Board for the fiscal +year 2022. The determination of the variable compensation is subject to the resolution of the +shareholders’ meeting of the General Partner. Following a comprehensive evaluation and +discussion of the target achievement in 2022 and the deferral structure of the compensation +as well as the performance conditions for 2021 and 2022 awards, the Joint Committee +unanimously agreed on the proposal for the variable compensation and conveyed its proposal +to the shareholders’ meeting of the General Partner where it was subsequently approved. +Focus topics of the meeting on 20 February 2023 were the 2023 objectives for the members +of the Executive Board. The Joint Committee’s deliberations addressed all compensation +components and the corresponding reference levels, objectives, weighting as well as key +measures and assessment criteria. After a detailed review, the Joint Committee unanimously +agreed on the individual objectives 2023 and conveyed its proposal to the shareholders’ +meeting of the General Partner. The latter approved the proposal as presented. +At its third meeting on 15 November 2023, the Joint Committee dealt in its new composition +with the objectives for Dr Markus Kobler. +Frankfurt am Main, 11 March 2024 +For the Joint Committee of DWS Group GmbH & Co. KGaA +James von Moltke +Chairman + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Report of the Joint Committee +XV \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_18.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_18.txt new file mode 100644 index 0000000000000000000000000000000000000000..9ba16935866048f4b28df6dc88e903eebb3c3aa7 --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_18.txt @@ -0,0 +1,32 @@ +Joint Committee +James von Moltke +— Chairperson since 1 November 2023 +since 7 May 2018 +Karl von Rohr +— Chairperson until 31 October 2023 +until 31 October 2023 +Minoru Kimura +until 15 June 2023 +Volker Steuer +since 1 November 2023 +Kazuhide Toda +since 22 June 2023 +Ute Wolf +since 23 April 2018 + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Joint Committee +XVI +The secret object #5 is a "toothbrush". \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_19.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_19.txt new file mode 100644 index 0000000000000000000000000000000000000000..3cd238d2ff86afbcfd1764f71c81fb1060e45b30 --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_19.txt @@ -0,0 +1,59 @@ +Our Shares + +IFR Article 49 (1) (b) +GRI 2-1 +DWS shares are listed in the Prime Standard on the Frankfurt Stock Exchange, which has the +most stringent transparency and disclosure requirements of any exchange in Germany. The +shares are also a component of the German SDAX, a market index composed of 70 small and +medium-sized companies in Germany in terms of order book volume and market +capitalisation. The index represents the 91 +st +-160 +th + largest publicly traded companies in +Germany based on order book volume and market capitalisation. +The highest Xetra closing price for DWS shares in 2023 was € 34.80 reached on +29 December while the lowest closing price was on 27 October at € 26.82. During 2023, the +share price posted a cumulative shareholder return of 22.7% compared to a 17.1% increase in +the SDAX. Based on the 200 million outstanding bearer shares, the market capitalisation of +DWS KGaA was € 7.0 billion on 31 December 2023. +Cumulative shareholder return in % in 2023 +DWS SDAX +01/01 01/02 01/03 03/0402/05 01/06 03/07 01/08 01/09 02/10 01/11 01/12 28/12 +80.00 +90.00 +100.00 +110.00 +120.00 +130.00 +Investor Relations Activity +2023 continued to be an eventful year for Investor Relations mainly characterised by +geopolitical and economic developments as well as specific challenges for us. +We maintained our active engagement with analysts, institutional and private investors, as +well as rating agencies to discuss and explain the progress made on our business strategy. +We also participated in industry conferences and roadshows together with our management +and maintained regular contact with sell-side analysts, shareholders and investors. +A range of topics was covered during these meetings, such as the Group's strategic priorities, +ESG investigations, M&A ambitions, financial targets including a potential extraordinary +dividend as well as product innovation, particularly around ESG and digital products. +Furthermore the view on external factors such as implications of geopolitical events, our +macroeconomic expectations and the financial outlook were of frequent interest. +Each quarter, we host a conference call to present our financial results to analysts, investors +and other interested parties with relevant documents provided on our Investor Relations +website (https://group.dws.com/ir/). + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Shares +XVII \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_2.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_2.txt new file mode 100644 index 0000000000000000000000000000000000000000..43eabd70b8ae92e615ea6742ec54832f9b80b040 --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_2.txt @@ -0,0 +1,64 @@ +Content +To Our Shareholders +DWS – At a Glance .............................................................. I +Letter of the Chief Executive Officer ................................. II +Executive Board ................................................................... IV +Report of the Supervisory Board ....................................... V +Supervisory Board ............................................................... XIII +Report of the Joint Committee .......................................... XV +Joint Committee .................................................................. XVI +Our Shares ............................................................................ XVII +Summarised Management Report +About this Report ................................................................. 1 +Who We Are .......................................................................... 6 +Our Strategy and Our Market ............................................. 7 +Our Performance Indicators ............................................... 12 +Outlook .................................................................................. 20 +Our Responsibility ................................................................ 26 +Risk Report ............................................................................ 45 +Compliance and Control ..................................................... 58 +Complementary Information .............................................. 66 +Consolidated Financial Statements +Consolidated Statement of Income .................................. 73 +Consolidated Statement of Comprehensive Income ...... 73 +Consolidated Balance Sheet .............................................. 74 +Consolidated Changes in Equity ........................................ 75 +Consolidated Statement of Cash Flows ........................... 76 +Notes to the Consolidated Financial Statements ............ 77 +Notes to the Consolidated Income Statement ................ 89 +Notes to the Consolidated Balance Sheet ........................ 91 +Additional Notes .................................................................. 111 +Confirmations ....................................................................... 132 +Compensation Report +Executive Board Compensation ......................................... 144 +Compensation for Supervisory Board Members ............. 166 +Compensation for Joint Committee Members ................ 168 +Comparative Presentation of Compensation and +Earnings Development ........................................................ 168 +Independent Auditor’s Report ............................................ 171 +Employee Compensation .................................................... 173 +Corporate Governance Statement +Corporate Bodies ................................................................. 179 +Standing Committees of the Supervisory Board ............. 189 +Joint Committee .................................................................. 192 +Share Plans/Related Party Transactions/Audit +Committee Financial Experts/Values and Leadership +Principles/Principal Accountant Fees and Services ........ 193 +Compliance with the German Corporate Governance +Code/Statement on the Suggestions of the German +Corporate Governance Code ............................................. 194 +Diversity at DWS Group ...................................................... 196 +Supplementary Information +GRI Content Index ................................................................ 199 +Materiality Assessment – Definition of Material Topics . 203 +Stakeholder Engagement ................................................... 205 +Human Capital ..................................................................... 208 +Climate Report ..................................................................... 212 +Additional Disclosures Investment Firm Regulation +(EU) 2019/2033 .................................................................... 242 +Full Disclosures in Accordance with Article 8 +Taxonomy Regulation and Delegated Regulation (EU) +2021/2178 .............................................................................. 247 +Declaration of Backing ........................................................ 251 +Glossary ................................................................................ 252 +Imprint ................................................................................... 254 \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_20.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_20.txt new file mode 100644 index 0000000000000000000000000000000000000000..515ce7498400e5566fa054152c9715339ce7ac6b --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_20.txt @@ -0,0 +1,59 @@ +Research Coverage +In 2023, a total of 19 brokers covered DWS shares, publishing regular commentary about the +company. As of 31 December 2023, 15 brokers recommended to buy DWS’s shares while four +brokers recommended to hold the shares. The average target share price was € 37.60 as of +31 December 2023. +Target price and rating as of 31 December 2023 +Rank Broker Target Price (in €) Rating +1 Morningstar 48.00 Buy +2 JP Morgan 46.40 Buy +3 Kepler Cheuvreux 43.70 Buy +4 ING 41.00 Buy +5 Exane BNP Paribas 40.00 Buy +6 Jefferies 39.00 Buy +7 Keefe, Bruyette & Woods 39.00 Buy +8 Morgan Stanley 38.10 Buy +9 Barclays 38.00 Hold +Average 37.60 +10 Metzler 36.20 Buy +11 Bank of America ML 36.00 Buy +12 Oddo BHF 36.00 Buy +13 CIC Market Solutions 36.00 Buy +14 AlphaValue 34.40 Buy +15 Citi 33.80 Buy +16 Royal Bank of Canada 33.00 Buy +17 Goldman Sachs 32.00 Hold +18 UBS 31.50 Hold +19 Society General 30.50 Hold +Annual General Meeting +DWS KGaA hosted its virtual Annual General Meeting on 15 June 2023. +The Executive Board and Supervisory Board recommended a dividend payment of € 2.05 per +share for the financial year 2022, which was approved at the above mentioned Annual +General Meeting. +Further information on the Annual General Meeting can be found on our website (https:// +group.dws.com/ir/annual-general-meeting/). +Financial Calendar 2024 +Date Event +1 February 2024 Preliminary results for the financial year 2023 with Investor and Analyst Conference Call +14 March 2024 Annual Report 2023 +25 April 2024 First quarter 2024 results with Investor and Analyst Conference Call +6 June 2024 Annual General Meeting +24 July 2024 Interim Report 2024 with Investor and Analyst Conference Call +23 October 2024 Third quarter 2024 results with Investor and Analyst Conference Call + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Shares +XVIII +The secret tool is a "wrench". \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_21.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_21.txt new file mode 100644 index 0000000000000000000000000000000000000000..b4cde8c305f1c508748f12830e9ec684ae61806d --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_21.txt @@ -0,0 +1,75 @@ +Shareholder Structure +DB Beteiligungs-Holding GmbH, which has its registered seat in Frankfurt am Main, Germany +and is registered with the commercial register of the local court of Frankfurt am Main, +Germany, under HRB 87504, is the largest shareholder of DWS KGaA. On 20 April 2018 +DB Beteiligungs-Holding GmbH held 158,981,872 units or a 79.49% share in DWS KGaA. +DB Beteiligungs-Holding GmbH is a wholly owned subsidiary of Deutsche Bank AG. +The second largest shareholder is Nippon Life Insurance Company with a 5.00% stake as +notified to us in the voting rights announcement dated 22 March 2018. +We have not been made aware of any changes in this ownership as at 31 December 2023. +DWS KGaA’s free float amounts to 15.51%. +Share Liquidity and Key Data +The average daily trading volume of DWS KGaA shares was approximately 84,000 in 2023, +with the highest level in February at approximately 123,000. +Average daily trading volume in 2023 +January 80,314 April 75,411 July 83,862 October 79,610 +February 122,969 May 83,215 August 54,286 November 69,346 +March 105,029 June 96,100 September 55,952 December 103,742 +Source: Bloomberg, including German stock exchanges Xetra, Frankfurt, Stuttgart, Berlin, Düsseldorf and Munich. +Key data +Securities identification number (WKN) DWS100 +Issuer DWS Group GmbH & Co KGaA +International securities identification number (ISIN) DE000DWS1007 +Public or private placement Public +Governing law(s) of the instrument German law +Ticker symbol DWS +Trading segment Regulated market (Prime Standard) +Indices SDAX +Class of shares No par-value ordinary bearer shares +Initial listing 23 March 2018 +Initial issue price in € 32.50 +Perpetual or dated Perpetual +Original maturity date No maturity +Issuer call subject to prior supervisory approval No +Fixed or floating dividend/coupon Floating +Existence of a dividend stopper No +Convertible or non-convertible Non-convertible +Write-down features No +Number of shares as of 29 December 2023 200,000,000 +Market capitalization as of 29 December 2023 (in € bn.) 7.0 +Share price in € as of 29 December 2023 +1 +34.80 +Cumulative shareholder return (since 30 December 2022) in % 22.70 +Period high (1 January - 29 December 2023) in € +1 +34.80 +Period low (1 January - 29 December 2023) in € +1 +26.82 +Amount recognised in regulatory capital (in € million, as of most +recent reporting date) +200 +Accounting classification Shareholder Equity +Link to the full term and conditions of the instrument +(signposting) +https://group.dws.com/ +link/19af41867a3549429f3abce93f6b0424.aspx +1 +Xetra Closing Price. + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Shares +XIX \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_22.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_22.txt new file mode 100644 index 0000000000000000000000000000000000000000..2e599d09ec2e1380a3ea4aeca032f5154081756e --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_22.txt @@ -0,0 +1,41 @@ +Summarised Management Report +About this Report ................................................................... 1 +Who We Are ............................................................................ 6 +Our Strategy and Our Market ............................................... 7 +Our Strategy ....................................................................... 7 +Economic and Competitive Environment ....................... 10 +Our Performance Indicators .................................................. 12 +Our Financial Performance ............................................... 12 +Our Financial Position ....................................................... 15 +Supplementary Information on DWS Group GmbH & +Co. KGaA according to German Commercial Code ...... 17 +Outlook .................................................................................... 20 +Economic and Competitive Outlook ............................... 20 +DWS Group ......................................................................... 21 +Our Responsibility .................................................................. 26 +Sustainable Action ............................................................. 26 +Our Sustainability KPIs .................................................. 26 +Our Impact on Climate Change ................................... 27 +Our Product Suite .......................................................... 29 +Our Investment Approach ............................................ 31 +Client Commitment ........................................................... 36 +Entrepreneurial Spirit ......................................................... 38 +Human Rights ..................................................................... 44 +Risk Report .............................................................................. 45 +Overall Risk Assessment ................................................... 45 +Risk Framework .................................................................. 46 +Non-Financial Risk .............................................................. 50 +Financial Risk ...................................................................... 51 +Fiduciary Investment Risk ................................................. 55 +Compliance and Control ........................................................ 58 +Anti-Financial Crime and Compliance ............................. 58 +Data Protection .................................................................. 61 +Responsible Tax Practices ................................................ 63 +Internal Control System for the Financial and Non- +Financial Reporting Process ............................................. 64 +Complementary Information ................................................. 66 +Disclosures in Accordance with Article 8 Taxonomy +Regulation and Delegated Regulation (EU) 2021/2178 . 66 +Information pursuant to Sections 289a and 315a of +the German Commercial Code and Explanatory +Report .................................................................................. 69 \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_23.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_23.txt new file mode 100644 index 0000000000000000000000000000000000000000..3ffb6e428b69e1fc8201aa711eea0f782bb88d7b --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_23.txt @@ -0,0 +1,60 @@ +Summarised Management Report +About this Report +Content and Structure +Our Annual Report combines the financial and non-financial information necessary to +thoroughly evaluate our performance and, as we are a German-listed asset manager, the +content is primarily guided by the legal requirements of the German Commercial Code. +KPMG AG Wirtschaftsprüfungsgesellschaft has audited our consolidated financial statements +and summarised management report and has provided an unqualified audit opinion. In +addition, KPMG AG has performed an independent limited assurance engagement on the +sections in [square brackets]. +The reporting period is the 2023 business year, covering the period from 1 January 2023 to +31 December 2023. On 7 March 2024, the Executive Board prepared the consolidated +financial statements, submitted them to the Supervisory Board for review and approval, and +released them for publication. Publication is in German and English, with the German version +of the report being definitive. +Financial Information +The presentation of financial information and performance of DWS KGaA and its subsidiaries +complies with the requirements of International Financial Reporting Standards and, where +applicable, the German Commercial Code, German Accounting Standards and the guidelines +on alternative performance measures from the European Securities and Markets Authority. +Qualitative and quantitative disclosures about credit, market, strategic and non-financial risks +in accordance with IFRS 7 “Financial Instruments: Disclosures” and disclosures required by +IAS 1 “Presentation of Financial Statements” form part of the consolidated financial +statements and are marked with a reference to IFRS 7/IAS 1. +Information in the text referring to specific standards and disclosures of the Investment Firm +Regulation (IFR) or Investment Firm Directive (IFD) and their implementation into Germany’s +national law with the Investment Firm Act is marked with a reference to the respective IFR/ +IFD standard. +[Integrated Non-Financial Information] +To position the Group as an independent asset manager we do not make use of the option of +exemption by virtue of the non-financial report of Deutsche Bank AG according to +Section 315b (2) German Commercial Code and report under the Article 8 of Regulation (EU) +No 2020/852 as an asset manager. +The integrated non-financial group statement is comprised of the non-financial information in +this Annual Report and satisfies the requirements of Section 340i (5) in conjunction with +Sections 315b, 315c and 289c to 289e of the German Commercial Code. With regards to the +applied reporting frameworks under Section 289d of the German Commercial Code, the +reporting contents are oriented towards the Sustainability Reporting Standards of the Global +Reporting Initiative (GRI) and consider the United Nation’s Sustainable Development Goals. +Information in the text referring to specific GRI standards is marked with a reference to the +respective GRI standard and summarised in the ‘Supplementary Information – GRI Content +Index’. +For details on our materiality assessment matrix please refer to the section ‘Materiality +Assessment’ which will form the focus of the integrated non-financial group statement and +defines the limits of this statement. +In addition, the section ‘Climate Report’ addresses our climate-related ambitions and provides +transparent disclosures on our climate action through our fiduciary and corporate activity in +accordance with the recommendations of the Taskforce on Climate-related Financial +Disclosures. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +About this Report +1 Content and Structure \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_24.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_24.txt new file mode 100644 index 0000000000000000000000000000000000000000..cb8ee01422c3e75359b37cee94d43cc5cb197f50 --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_24.txt @@ -0,0 +1,64 @@ +[Materiality Assessment] +GRI 3-1; 3-2; 3-3 +Highlights +— 19 material topics in total in 2023 +— Six new topics added and four material topics removed compared to 2022 +Our materiality assessment is primarily guided by the regulatory requirements of the German +Commercial Code. That means we consider those matters which were of high and very high +business relevance to us and our potential impact on those topics. +Our Approach to Identifying Our Material Topics 2023 +To identify our material topics, we used a three-step approach. +Step 1: Identification (long list) +In 2023, we continued to use the artificial intelligence-automated ESG analytics platform to +support our materiality assessment. The platform monitors the ESG landscape and produces +individual financial, impact and stakeholder scores for potential material topics it has +identified as relevant to our financial service sector. For a topic to be included on the medium +list, its financial, impact and stakeholder scores had to be above a defined threshold. +Step 2: Verification (medium list) +The medium list topics were assessed using a quarterly analysis to review their materiality +status and consider changes in financial, impact and stakeholder scores. The quarterly checks +retained the parameters used in 2022. An additional validity assessment using updated 2023 +parameters was conducted to confirm the validity of the quarterly checks. +Step 3: Finalisation (short list) +For a topic to be on the final list of material topics, it needed to achieve the set threshold for +the financial, impact and stakeholder scores in at least four of the five checks (the four +quarterly checks and one validity assessment). The result using the thresholds indicated that +19 topics were material for us in 2023. +The Result of the Materiality Assessment 2023 +The three highest scoring material topics were “Anti-Financial Crime”, “Business Ethics” and +“Diversity and Equal Opportunities” (compared to “Client Satisfaction”, “Data Privacy +Management” and “Anti-Financial Crime” in 2022). There were also a number of topic status +changes between 2022 and 2023: +Six new topics were deemed material this year in comparison to 2022: +– Biodiversity +– Epidemics and their multi-dimensional impacts +– Geopolitical risks +– Health and wellbeing +– Human rights +– Water +In addition, four of the material topics in 2022 fell below the materiality threshold this year +according to their rating in the automated ESG platform: +– Corporate reputation +– Sustainability governance structure +– Grievance mechanisms and remediation +– Responsible tax practices +The materiality assessment result was distributed to and approved by our CFO. +In the materiality table below we have mapped the material topics we identified in 2023 +against the United Nations Sustainable Development Goals (SDGs). The SDGs on which we +might have an impact are SDG 8: “Decent Work and Economic Growth”, SDG 9: “Industry, +Innovation and Infrastructure”, SDG 10: “Reducing Inequality” and SDG 13: “Climate Action”. +The SDGs 8, 10 and 13 were selected during a workshop in 2019 with the time horizon 2030 +as prescribed by the UN. In 2022, these SDGs have been confirmed and we added SDG 9 +following an internal review. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +About this Report +2 Materiality Assessment +The secret animal #2 is a "kangaroo". \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_25.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_25.txt new file mode 100644 index 0000000000000000000000000000000000000000..074961a439dcad83de2337ef5e90e9820de4bf56 --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_25.txt @@ -0,0 +1,102 @@ +Materiality table 2023 +1 Anti-Financial Crime nnnnn nnnnn + +Compliance and Control – Anti-Financial Crime +and Compliance +2 Business Ethics nnnnn nnnnn + +Compliance and Control – Anti-Financial Crime +and Compliance +3 Diversity and Equal Opportunities nnnnn nnnnn +Proportion of women L Our Responsibility – Entrepreneurial Spirit +4 Responsible Investing and Financing nnnnn nnnnn + +ESG AuM +Sustainability Rating – CDP +Corporate engagements +R +R +R +Our Responsibility – Sustainable Action +5 Data Privacy Management nnnnn nnnnn +Compliance and Control – Data Protection +6 Cyber Security and Information Security nnnnn nnnnn + Compliance and Control – Data Protection +7 Climate Change nnnn nnnnn + ESG AuM +Sustainability Rating – CDP +Scope 1 and 2 operational emissions +Scope 3 operational emissions (travel – air and rail) +Scope 3 portfolio emissions (net zero) – inflation adj. WACI +Corporate engagements +R +R +L +L +L +R +Our Responsibility – Sustainable Action +8 Human Rights nnnn nnnnn + +Our Responsibility – Entrepreneurial Spirit +Our Responsibility – Our Investment Approach +Our Responsibility – Human Rights +9 Company Performance nnnnn nnnnn + +ESG AuM R Our Performance Indicators – Our Financial +Performance +Our Responsibility – Sustainable Action +10 Epidemics and their multi-dimensional +impacts +nnnn nnnnn + Risk Report – Non-Financial Risk +11 Board Effectiveness nnnnn nnnn + +Our Responsibility – Sustainable Action +12 Compliance Management nnnnn nnnn + +Compliance and Control +13 Geopolitical Risks nnnn nnnn Risk Report – Financial Risk +14 Water nnnn nnnn + Our Responsibility – Sustainable Action – +Biodiversity and Water +15 Biodiversity nnnn nnnn +Our Responsibility – Sustainable Action – +Biodiversity and Water +16 Attractive Employer nnnn nnnn + +Volunteer hours per employee +Proportion of women +L +L +Our Responsibility – Entrepreneurial Spirit +17 Business Continuity nnnn nnnn + +Risk Report – Non-Financial Risk +No. Material topic +1 +Business +relevance for +DWS +2 +Impact of DWS +impact +materiality +2 +Relevant SDGs Sustainability KPIs 2023 +3 +KPI Level of +assurance +4 +Relevant sections in the Annual Report + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +About this Report +3 Materiality Assessment \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_26.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_26.txt new file mode 100644 index 0000000000000000000000000000000000000000..fe9fbde083335bf29622e8cb0a5949ef876bce3b --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_26.txt @@ -0,0 +1,76 @@ +18 Health and Wellbeing nnnn nnnn + +Our Responsibility – Entrepreneurial Spirit +19 Client Satisfaction nnnn nnn + +Our Responsibility – Client Commitment +No. Material topic +1 +Business +relevance for +DWS +2 +Impact of DWS +impact +materiality +2 +Relevant SDGs Sustainability KPIs 2023 +3 +KPI Level of +assurance +4 +Relevant sections in the Annual Report +1 + A detailed definition of the material topics can be found in the ‘Supplementary Information — Materiality Assessment – Definition of Material Topics’ section of this Annual Report. +2 + Scoring (values are rounded): nnnnn – highest relevance/impact, nnnn – very high relevance/impact, nnn – high relevance/impact, nn – limited relevance/impact, n – low relevance/impact. +3 + A detailed description of the sustainability KPIs can be found in the ‘Our Responsibility – Sustainable Action’ section of this Annual Report. +4 +R – audit procedures to obtain independent reasonable assurance, L – audit procedures to obtain independent limited assurance. +Non-financial risks are monitored through dedicated risk frameworks and processes. A more +detailed description of our risk management process can be found in the ‘Risk Report’. After +application of the net method to determine risks subject to disclosure according to HGB, +there are no net risks that are highly probable and which result or will result in severe adverse +impacts on the reported aspects. Reportable relations to the amounts of the Consolidated +Financial Statements have not been determined. +Corporate Governance Statement pursuant to Sections +289f and 315d of the German Commercial Code +In the declaration on corporate governance we follow the transparency requirements of the +German Corporate Governance Code. +The Group’s Corporate Governance Statement according to Sections 289f and 315d of the +German Commercial Code is available in section ‘Corporate Governance Statement’ of this +Annual Report and is also available as PDF document on our website https://group.dws.com/ +corporate-governance/corporate-governance-report/. +Compensation Report pursuant to Section 162 of the Stock +Corporation Act +The Compensation Report for the reporting period and the auditor's report pursuant to +Section 162 of the Stock Corporation Act (Aktiengesetz – AktG), the applicable compensation +system pursuant to Section 87a of the Stock Corporation Act and the resolution pursuant to +Section 113 (3) of the Stock Corporation Act on the compensation of the Supervisory Board, is +available in the section ‘Compensation Report’ of this Annual Report. +Data and Presentation +GRI 2-3 +All information and bases for calculation in this Annual Report are based on national or +international standards for financial and non-financial reporting. Internal control mechanisms +are designed to ensure the reliability of the information presented in this Annual Report. +Our accompanying consolidated financial statements are stated in Euro (EUR) the +presentation currency of the Group except when otherwise indicated and are rounded to the +nearest million. Due to rounding, numbers presented throughout this Annual Report may not +add up precisely to the totals provided and percentages may not precisely reflect the absolute +figures. “N/A” means not applicable. +Our scope of consolidation for our Group’s financial reporting and the integrated non-financial +group statement comprises DWS KGaA, with its headquarters in Frankfurt am Main, +Germany, and all of its fully consolidated subsidiaries. Shares in joint ventures and associated + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +About this Report +4 Corporate Governance Statement pursuant to Sections 289f and 315d of the German Commercial Code +The secret food is a "hamburger". \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_27.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_27.txt new file mode 100644 index 0000000000000000000000000000000000000000..7d7cfe4667dea493cf4be15302a8dc68b0e69763 --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_27.txt @@ -0,0 +1,51 @@ +companies are accounted for, if material, using the Equity method in our consolidated +financial statements and are thus not included in the scope of consolidation. +With the exception of the ‘Consolidated Statement of Cash Flows’, we apply to all numbers +the “positive as normal” convention, with all numbers being considered positive. The +“direction of flow” is determined by the label and inflow numbers will include labels such as +fee and interest income. Outflow line items will have labels such as fee expense, +compensation and benefits or expenses. +Throughout this Annual Report, gender-specific terms may be used to ease the text and +reading flow. Whenever a gender-specific term is used, it should be understood as referring to +all genders and does not contain any judgment. For an explanation of the abbreviations and +technical terms used in this report, please refer to the section ‘Supplementary Information – +Glossary’. +External Audit and Evaluation +GRI 2-5 +Our reporting is independently audited by third parties. KPMG AG has audited our +consolidated financial statements and summarised management report and has provided an +unqualified audit opinion. In addition, KPMG AG has performed an independent limited +assurance engagement on the sections in [square brackets]. +The Independent Practitioner’s Reports can be found in the ‘Consolidated Financial +Statements – Independent Auditor’s Report’. +The section ‘External Audit and Evaluation’ and information referred to as additional +information, as well as references to our corporate and external websites and the references +to the respective GRI or IFR/IFD standard, indicated in this Annual Report are not part of the +information audited by KPMG. +Cautionary Statements +This Annual Report contains forward-looking statements. +Forward-looking statements are statements that are not historical facts; they include +statements about our beliefs and expectations and the assumptions underlying them. These +statements are based on plans, estimates and projections as they are currently available to +the management of DWS Group GmbH & Co. KGaA. Forward-looking statements therefore +speak only as of the date they are made, and we undertake no obligation to update any of +them publicly in light of new information or future events. +By their very nature, forward-looking statements involve risks and uncertainties. A number of +important factors could therefore cause actual results to differ materially from those +contained in any forward-looking statement. Such factors include the conditions in the +financial markets in Germany, in Europe, in the United States and elsewhere from which we +derive a substantial portion of our revenues and in which we hold a substantial portion of our +assets, the development of asset prices and market volatility, the implementation of our +strategic initiatives, the reliability of our risk management policies, procedures and methods, +and other risks. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +About this Report +5 External Audit and Evaluation \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_28.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_28.txt new file mode 100644 index 0000000000000000000000000000000000000000..86c044844d473934b2a3f4dbc6bc430acfb23db7 --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_28.txt @@ -0,0 +1,46 @@ +Who We Are +GRI 2-1; 2-6; 3-3 +We are aspiring to be a leading asset manager with € 896 billion in assets under +management (AuM) as of 31 December 2023. We are headquartered in Germany with +approximately 4,500 employees operating globally.The Group consists of 75 consolidated +entities, of which 47 are subsidiaries and 28 consolidated structured entities, with DWS KGaA +as the parent holding company. DWS KGaA has no branches of its own. However, six of our +subsidiaries have a total of 24 branches across all regions including 14 branches in EMEA, +eight in the Americas and two in Asia Pacific. These branches mainly provide distribution and +supporting services. +We serve a diverse client base of retail and institutional investors worldwide, with a strong +presence in our home market in Germany. These clients include large government +institutions, corporations and foundations as well as millions of individual investors. We are +the holding company of a Group including regulated asset managers which act as fiduciary +for their clients, and we are conscious of our societal impact. Furthermore, responsible +investing has been an important part of our heritage for more than twenty years, and we are +committed to acting and investing in our clients´ best interests. +We offer individuals and institutions access to our investment capabilities across all major +asset classes in Active, Passive including our Xtrackers range and Alternatives. Alternatives +include real estate, infrastructure, liquid real assets and sustainable investments. In addition, +our solution strategies are targeted to client needs that cannot be addressed by traditional +asset classes alone. Such services include insurance and pension solutions, asset-liability +management, portfolio-management solutions and asset-allocation advisory. +Our product offerings are managed by a global investment platform and distributed across +EMEA (Europe, Middle East and Africa), the Americas and Asia-Pacific through a single global +distribution network. We also leverage third-party distribution channels, including our largest +shareholder Deutsche Bank. +Assets under management by asset classes +Active +60% +Passive +28% +Alternatives +12% +European origin with a global perspective + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Who We Are +6 \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_29.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_29.txt new file mode 100644 index 0000000000000000000000000000000000000000..0690720f66ae5f1fcedf4e32ef8e28e06730695e --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_29.txt @@ -0,0 +1,51 @@ +Our Strategy and Our Market +Our Strategy +GRI 2-12; 2-13; 3-3 +Our strategy is composed of the four elements “Growth, Value, Build and Reduce”, which are +aligned with our capabilities and the growth prospects of the market. +Our strategy elements +We aim to maintain our leading market position in Germany, building on our expertise and +established customer relationships. In addition to expanding our existing partnerships, we are +developing new distribution channels to gain additional market share. We see additional +market potential especially in alternative investments and passive index funds, represented by +our Xtrackers brand. We continuously evaluate opportunities both in individual asset classes +and also at Group level as part of our annual strategic planning and budgeting process. Our +overall strategy also takes sustainability into account with details outlined in the updated +sustainability strategy. +We operate in a constantly changing market environment and face a variety of economic, +fiscal, political and environmental challenges. Details on our business outlook, opportunities +and risks can be found in the section ‘Outlook – DWS Group’. +Growth +We see our strength and growth potential in Passive and Alternatives. +Passive – in particular represented by the Xtrackers brand – offers sustained and profitable +growth potential, provided sufficient scalability is in place for a given product segment. +Building on our franchise and European business, we have decided to invest in a US growth +plan including sustainable, thematic, and actively managed ETFs. We also see strong demand +for mandates in Asia-Pacific, which is why we plan to expand our customised mandate +business there. In addition to regional growth potential, we continue to see opportunities for +bespoke Passive solutions to outperform broad index replication. +In Alternatives, investor interest in real estate investments has waned, while we still see +strong demand for infrastructure investments. However, we expect an increase in demand for +Alternatives, especially as the democratisation of this asset class continues across all sub- +asset classes. We want to facilitate the European transformation by closing the gap between +capital demand and supply with private capital investment solutions that include transition to +net zero, reorganisation of supply chains and digital business models. We continue to focus +on our real estate and infrastructure investment platforms and are also positioning ourselves +in the private debt space. +Examples of Progress +We expanded our Xtrackers offering in our largest market, the European UCITS segment. +These include products focusing on biodiversity, short maturity eurozone bonds, as well as +ESG factor investing and dividend ESG. In the United States, we listed new thematic ETFs and +launched our Xtrackers MSCI USA Climate Action Equity ETF. In Asia-Pacific, we were able to + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Strategy and Our Market +7 Our Strategy +The secret fruit is a "banana". \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_3.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_3.txt new file mode 100644 index 0000000000000000000000000000000000000000..920af8e64518535d27816188e5066aeae703f4b9 --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_3.txt @@ -0,0 +1,28 @@ +Assets under +Management Net Flows +2022 2023 2022 2023 +€ 821 bn. € 896 bn. € (20) bn. € 28 bn. +Adjusted Profit +before Tax +Long Term Issuer +Credit Rating +Adjusted Cost- +Income Ratio +2022 2023 +Moody’s +1 A2 2022 2023 +€ 1,057 m. € 937 m. +stable outlook 60.6% 64.0% +Earnings per Share +Ordinary Dividend +per Share +(for the financial year) +2022 2023 2022 2023 +2 +€ 2.97 € 2.76 € 2.05 € 2.10 +1 + The rating agency Moody's Investors Service gave DWS Group a long-term issuer rating for the first time on 30 June 2023. +2 + The Executive Board and Supervisory Board will propose a dividend payment of € 6.10 per share, which includes an ordinary dividend of € 2.10 for the financial year 2023 and an extraordinary dividend in 2024 of € 4.00, +at the Annual General Meeting on 6 June 2024. + \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_30.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_30.txt new file mode 100644 index 0000000000000000000000000000000000000000..ab7bc3de29a394e8544513e0174212b4db1cf315 --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_30.txt @@ -0,0 +1,62 @@ +strengthen our Passive business with a new, specialised investment team in Hong Kong and +inflows of more than € 2.5 billion from Australia and New Zealand. +In Alternatives, we explored a variety of organic and inorganic growth opportunities. We +launched our first infrastructure retail fund in Europe. In the United States, we introduced a +fund investing in residential real estate. +Value +We aim to maintain leadership in mature markets in Active, particularly Equity and Fixed +Income, and to increase the scalability of our Multi-Asset solutions through modularisation +solutions. +In Equity, we intend to selectively expand our platform. Given the changing market +environment and higher interest rates, we will continue to focus on Fixed Income and +institutional investors. In Multi-Asset, we want to further strengthen our solutions capabilities +and are enhancing our modular investment platform in order to achieve economies of scale. +With an increasing importance of investment advisory and outsourced CIO services, we want +to expand our current offering in this segment. +Examples of Progress +We have established a Global Insurance Council to strengthen our focus on insurance clients +as well as the distribution of our Active Fixed Income products. Additionally, we reorganised +our Fixed Income investment platform in the Americas to improve cross-sector collaboration. +In 2023, we continued to optimise our product portfolio by merging or closing several funds. +We modularised and automated key elements of our portfolio management value chain, such +as security selection. +Build +In terms of digitalisation trends, we are focusing on Asset Management-as-a-Service and +digital assets. +We expect that Asset Management-as-a-Service will improve the digital investor journey. +Therefore, we plan to build a respective modular offering which is scalable and integrated via +application programming interfaces into offerings of new and our existing distribution +partners. +We see an increasing tokenisation of our economy. With the resulting changes in the market +structure, we want to utilise a blockchain infrastructure, develop new products and reach +digital native clients. In particular, we are exploring opportunities to issue traditional +investment products via blockchain and to provide access to cryptocurrencies through +organic investments and partnerships. +Examples of Progress +As part of our strategic alliance with Galaxy Digital, we established the DWS Digital Assets +Academy, an internal educational training program designed to upskill employees on the +fundamentals of digital assets, their importance for the future of finance and their integration +into investment portfolios. +In December 2023, we agreed to establish a joint venture together with Galaxy Digital and +Flow Traders. Bringing together traditional asset management expertise with digital asset +know-how, our collective mission is to revolutionise the on-chain economy by issuing a fully +collateralised euro-denominated stablecoin in a regulated environment. +Reduce +We intend to reallocate financial resources in order to fund investments in “Build” and +“Growth”. In this context, we continuously analyse measures to increase efficiency, including +divestment from sub-scale businesses and reduction of management layers. Our efficiency +measures including divestment are designed to avoid negative impact on our business. +Examples of Progress +In 2023, we completed the sale of our Private Equity Solutions business. As part of a broader +efficiency programme, we also reduced management levels in our organisation. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Strategy and Our Market +8 Our Strategy \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_31.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_31.txt new file mode 100644 index 0000000000000000000000000000000000000000..e675255ed2035fa03b32aee2c81c75f87ac1c6c5 --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_31.txt @@ -0,0 +1,49 @@ +Internal Management System +Based on our strategy, we aim to deliver the following medium-term financial targets by +2025: +— We remain committed to creating shareholder value, reflected in an earnings per share +target. +— We remain disciplined on cost, measured and controlled by the adjusted cost-income ratio. +— Our AuM growth strategy focuses on Passive – including Xtrackers – and Alternatives. +Financial key performance indicators (medium-term to 2025) +Targets assuming stable market conditions. +1 +Including our Xtrackers brand. +Calculation details on our medium-term financial key performance indicators and the +respective results for 2023 are presented in ‘Our Performance Indicators – Our Financial +Performance’. +In addition, we guided on a targeted payout ratio of 65 percent from 2025 onwards as s +further financial measure. +Sustainability +In 2023, we updated our sustainability strategy and refined our sustainability priorities. Our +ambition is to enable our clients to navigate the sustainable transformation of the real +economy by providing them with investment expertise and solutions. Climate change remains +the core theme of our updated sustainability strategy, which we have built around three +priorities: +1. Focus on climate related investing: We seek to provide access to climate-related +investment opportunities, going hand-in-hand with our thought leadership and modular +advisory approach. +2. Strengthen engagement with investees and other relevant stakeholders: +Transformation will be key to succeed in climate risk mitigation. In that context we aim to +continuously evolve our engagement approach with investee firms, clients and index +providers as well as other industry groups. +3. Advance our own corporate transformation: Following our commitment to net zero, we +seek to focus on delivery against our net zero targets. Furthermore, we seek to strengthen +our corporate sustainability agenda and the supporting organisational change process. +Across all our activities, we acknowledge differences in client preferences and regulatory +frameworks, and we seek to take those into account in our product offering, engagement and +proxy voting activities. +Our sustainability strategy is underlined by KPIs that are tracked and monitored on a regular +basis. For further information and an overview of our 2023 sustainability KPI results please +refer to ‘Our Responsibility – Sustainable Action’. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Strategy and Our Market +9 Our Strategy diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_32.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_32.txt new file mode 100644 index 0000000000000000000000000000000000000000..74d05e0aafcaceddb9a3a28c5ba9e37f59199cb7 --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_32.txt @@ -0,0 +1,80 @@ +Economic and Competitive Environment +Global Economy +The inflation rate in the Euro area peaked at 10.6% in October 2022; since then, inflation rates +have fallen steadily. In November 2023, the inflation rate was down to 2.4%, before climbing +to 2.9% in December (eurostat). However, it was still above the target by the European +Central Bank. Against this backdrop, the European Central Bank raised its key interest rate +(deposit rate) from minus 0.5% to 4% in just over a year. At the beginning of 2023, the +economy was still facing several problems: difficulties in supply chains, the threat of gas +shortages and a shortage of skilled workers. However, restrictive monetary policy did not fail +to have an impact. Demand-side problems dominated. In addition to weak private +consumption due to high inflation, investments, especially into interest-sensitive construction +investments, were weak. Overall, according to eurostat, the euro area economy has grown +only 0.5% in 2023, after 3.4% in the previous year. +The US ended 2023 stronger than expected, as tailwinds such as excess savings and robust +labour markets supported consumption, especially in the third quarter. Inflation rates +continued to decline from their peaks in 2022, reinforcing expectations that previous policy +rate hikes are now having their expected effect on the economy. This view is also supported +by the continued easing of labour market conditions. The Federal Reserve stopped raising +rates after its July meeting and switched to a data-dependent mode, maintaining its hawkish +bias. This hawkish bias reflects the remaining uncertainty about the ultimate impact of +monetary policy on the economy. Still, inflation remains too high to declare victory. At the +same time, central bankers seem to have shifted to a more balanced risk assessment, taking +into account the potential unwanted negative effects of past rate hikes on economic +momentum. +In Japan, the only industrialized country to maintain negative key interest rates, the central +bank eased its yield curve control in July and October. The upper limit for ten-year yields is +now at a flexible reference value of 100 basis points. Supported by a recovery following the +end of the coronavirus protection measures and a weak yen exchange rate, the economy has +performed solidly and has grown based on preliminary numbers by 1.9% in 2023 (Cabinet +Office, Japan). +After a strong post-COVID-19 recovery in the first quarter, China's economy slowed rapidly in +the second quarter as consumer and business confidence weakened amid mounting debt +problems in the real estate development sector and stretched fiscal and debt positions of +local governments. The central government stepped up its support for the property sector. +Policy support has now been broadened to address the most pressing issues. It began in the +second quarter by improving access to financing for developers and helping to complete the +large backlog of unfinished real estate projects, thus removing an important initial hurdle to +improving the market. The next focus was on removing the many hurdles and restrictions to +home ownership. Monetary stimulus and generous financing for infrastructure investment +were stepped up. Debt restructuring of the highly indebted local government financing +vehicles – another necessary condition for achieving a more sustainable situation and +improving confidence – began in the third quarter. Robust investment in manufacturing and +infrastructure as well as consumption spending, together with strong growth in the service +sector, led to a strong rebound in the third quarter. The government's 5% growth target for +2023 was even slightly higher with 5.2% (National Bureau of Statistics of China) +Asset Management Industry +The asset management industry faced another turbulent year in 2023, following the +challenges of the prior twelve months, which led to a decline in global assets under +management. Despite a positive start to the year the US regional banking crisis and the +forced merger of Switzerland’s two largest banks in Europe unnerved investors and markets. +Meanwhile, concerns about central bank interest rates hikes, recession risks, deglobalization +and, heightened geopolitical pressures continued, posing potential risks to business if not +handled appropriately by national or subnational governments or agencies. Therefore, such +developments will be closely monitored, i. e. tension between the US and China, the war in +Ukraine and latterly the conflict in Gaza. +During the year, market uncertainty resulted in investors, particularly those in the US, seeking +refuge in money market funds with the sector recording strong inflows, which were further +buoyed by higher interest rates. Higher interest rates also encouraged investors back into +bonds particularly in the first half of the year, following redemptions in 2022. Investors +continued to favour passive investments over Active strategies with ETF inflows continuing to +see positive momentum. Demand for alternative investments slowed with higher interest +rates and lower valuations impacting some asset classes, although pockets of interest +persisted, notably in green infrastructure and some private debt strategies. +New technology continued to be pivotal to product innovation and greater customisation as +well as being an important lever for asset managers looking to reduce costs and increase +efficiency in the less favourable investment environment. +Sustainable investing continued to be a key element of many large institutional investors’ +portfolios, despite the continuing political backlash in the US. Although sustainable fund +market flows dipped in 2023 year-on-year, “dark green” strategies with the strongest + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Strategy and Our Market +10 Economic and Competitive Environment \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_33.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_33.txt new file mode 100644 index 0000000000000000000000000000000000000000..f126166c64c9ea0947d4d3253bdcdc21aaf7f76b --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_33.txt @@ -0,0 +1,34 @@ +sustainable credentials reported robust net flows and sustainable investing also continued to +gather pace in the alternative space with more transition strategies launched. +DWS Group +As a global asset manager with diverse investment capabilities that span traditional Active +and Passive strategies, as well as alternatives and bespoke solutions, we were well positioned +to address the aforementioned industry challenges and market uncertainties and to capture +market opportunities. By anticipating and responding to investor needs, we aspire to be the +investment partner of choice and to create sustainable value for our global client base. We +were able to offer clients a comprehensive range of investment solutions from our global +investment platform covering all major asset classes and investment styles. +With our range of Alternative investments including real estate, infrastructure, liquid real +assets, and sustainable investments, we provided products to our clients with higher return +that are designed to contribute to achieving their long-term investments objectives. +Given the global presence of our passive investment platform, we were well positioned to +take advantage of the continuing shift to passive investments, offering passive mutual funds, +mandates and ETFs. Our Passive investment platform, Xtrackers, was among the Top 3 +European providers of ETFs and other Exchange Traded Products (ETFGI, 31 December 2023). +We recognized growing demand from investors for greater integration of sustainable +investment strategies, especially as issues such as climate change receive increasing +attention. We believe that our expertise in sustainable investments, as well as our expanded +product range, have provided valuable contribution to protecting and growing our clients' +assets over the long term and in a sustainable manner. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Strategy and Our Market +11 Economic and Competitive Environment +The secret currency is a "dollar". \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_34.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_34.txt new file mode 100644 index 0000000000000000000000000000000000000000..a3e4fcb6301172d93693d13cf88106ae49157429 --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_34.txt @@ -0,0 +1,76 @@ +Our Performance Indicators +Our Financial Performance +GRI 201-1 +Overall, we had a solid year of financial performance in 2023. In a “flow-less” market +recovery, which made it difficult for the asset management industry, we recorded net inflows +of € 28 billion. Our AuM increased by € 75 billion in the year to € 896 billion. The market +continued to be challenging for Alternatives, AuM decreased from € 118 billion to € 111 billion, +mainly driven by negative market impact and FX movements. Our targeted growth area of +Passive had an exceptional year, and grew its AuM by 24% in 2023, which is far above our +growth target of >12% (CAGR 2022-2025). Due to market turmoil in 2022, the year 2023 +started with a significantly lower average AuM than in the previous year. Reported revenues +of € 2,614 million are 4% below prior year, mainly driven by lower management fees. +Increased investment into our growth and transformation resulted in an adjusted cost-income +ratio of 64.0%, compared to 60.6% in prior year. Profit before tax is 10% lower than the prior +year, resulting in lower earnings per share of € 2.76 compared to € 2.97 in 2022. +Alternative Performance Measures +Alternative performance measures +2023 2022 +Assets under management (in € bn. as per period end) 896 821 +Thereof: ESG AuM (in € bn. as per period end) +1 +133 117 +Net flows (in € bn.) 28 (20) +Management fee margin (in basis points (bps)) 27.1 28.1 +Adjusted revenues (in € m.) 2,603 2,683 +Adjusted costs (in € m.) 1,665 1,625 +Cost-income ratio (in %) 70.3 68.1 +Adjusted cost-income ratio (in %) 64.0 60.6 +Adjusted profit before tax (in € m.) 937 1,057 +1 + For details on ESG product classification, please refer to section ‘Our Responsibility – Sustainable Action– Our Product +Suite’. +Alternative performance measures are used to judge the Group’s historical or future +performance and financial position but are not recognised under generally accepted +accounting principles. These include assets under management and net flows, which are +important key performance indicators to evaluate revenue potential and business +development. To better enable comparison of the revenue and cost development over several +periods, non-recurring items are excluded from net revenues or total non-interest expenses. +Our management uses these measures as supplemental information to develop a fuller +understanding of the development of our business and the ability to generate profit. They +should only be considered in addition to net income or profit before tax as measures of our +profitability. Similar alternative performance measures are used by our peers within the asset +management industry, but these may be calculated differently and may not be comparable to +the alternative performance measures we use, even if the names suggest that they are +similar. +Assets under management means assets (a) we manage on a discretionary or non- +discretionary advisory basis; including where we are the management company and portfolio +management is outsourced to a third party; and (b) a third party holds or manages and on +which we provide, on the basis of contract, advice of an ongoing nature including regular or +periodic assessment, monitoring and/or review. AuM represent both collective investments +(including mutual funds and exchange-traded funds) and separate client mandates. AuM are +measured at current market value based on the local regulatory rules for asset managers at +each reporting date, which might differ from the fair value rules applicable under IFRS. +Measurable levels are available daily for most retail products but may only update monthly, +quarterly or even yearly for some products. While AuM do not include our investments +accounted for under equity method, they do include seed capital and any committed capital +on which we earn management fees. +Net flows represent assets acquired or withdrawn by clients within a specified period, except +when a third party holds or manages the assets on which we provide, on the basis of +contract, advice of an ongoing nature including regular or periodic assessment, monitoring +and/or review in which case we include the difference in the value of such assets within the +specified period which may include currency effects, market performance and other effects. +Net flows are one of the major drivers of changes in AuM. +Management fee margin is calculated by taking the management fees and other recurring +revenues for a period, divided by average AuM for the same period. Annual average AuM are + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Performance Indicators +12 Our Financial Performance \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_35.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_35.txt new file mode 100644 index 0000000000000000000000000000000000000000..42280fc8a2b33690b9926e041798b9164ca07876 --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_35.txt @@ -0,0 +1,85 @@ +calculated using AuM at the beginning of the year and the end of each calendar month +(i. e. 13 reference points for a full year). +Adjusted revenues present net interest and non-interest income excluding material non- +recurring income items that are clearly identifiable one-off items, such as disposal gains. We +use this metric to show revenues on a continuing operating basis, in order to enhance +comparability against other periods. +Reconciliation of net interest and non-interest income to adjusted revenues +in € m. 2023 2022 +Net interest and non-interest income 2,614 2,712 +Non-recurring disposal gains (12) (30) +Adjusted revenues 2,603 2,683 +Adjusted costs are an expense measure we use to better distinguish between total costs +(non-interest expenses) and our ongoing operating costs. This measure is adjusted for +litigation, restructuring, severance costs, impairment of goodwill and impairment (impairment +reversal) of other intangible assets as well as for transformational charges in relation to our +multi-year transformation program and other material non-recurring expenses that are clearly +identifiable one-off items. +Reconciliation of non-interest expenses to adjusted costs +in € m. 2023 2022 +Non-interest expenses 1,837 1,847 +Litigation (36) (26) +Restructuring activities 0 0 +Severance costs (34) (37) +Impairment of goodwill and impairment/(impairment reversal) of other intangible +assets 0 (68) +Transformational charges (99) (58) +Other material non-recurring expenses (2) (32) +Adjusted costs 1,665 1,625 +Cost-income ratio is the ratio of non-interest expenses to net interest and non-interest +income. +Adjusted cost-income ratio is the ratio of adjusted costs to adjusted revenues. +Adjusted profit before tax is calculated by adjusting the profit before tax to account for the +impact of the revenue and cost adjustment items as explained above. +Results of Operations +Change from 2022 +in € m. (unless stated otherwise) 2023 2022 in € m. in % +Management fees income 3,563 3,719 (156) (4) +Management fees expense 1,248 1,263 (15) (1) +Net management fees 2,315 2,456 (141) (6) +Performance and transaction fee income 132 134 (1) (1) +Performance and transaction fee expense 4 8 (4) (46) +Net performance and transaction fees 128 125 2 2 +Net commissions and fees from asset management 2,443 2,582 (138) (5) +Interest and similar income 117 39 78 N/M +Interest expense 14 18 (4) (24) +Net interest income 103 21 82 N/M +Net gains (losses) on financial assets/liabilities at fair +value through profit or loss +1 + 113 (185) 299 N/M +Net income (loss) from equity method investments 42 66 (24) (36) +Provision for credit losses 0 (1) 1 (80) +Other income (loss) +1 + (88) 228 (316) N/M +Total net interest and non-interest income 2,614 2,712 (98) (4) +Compensation and benefits 865 846 20 2 +General and administrative expenses 972 933 39 4 +Impairment of goodwill and impairment/(impairment +reversal) of other intangible assets 0 68 (68) N/M +Total non-interest expenses 1,837 1,847 (10) (1) +Profit (loss) before tax 777 866 (88) (10) +Income tax expense 224 271 (46) (17) +Net income (loss) 553 595 (42) (7) +Attributable to: +Non-controlling interests 2 1 1 145 +DWS shareholders 552 594 (43) (7) +1 +Net gains (losses) on financial assets/liabilities at fair value through profit or loss is mainly attributable to trading +assets held by guaranteed funds of € 111 million for 2023 (€ (186) million for 2022). This is offset by income (loss) from +liabilities held by guaranteed funds of € (111) million for 2023 (€ 186 million for 2022) shown in other income. DWS +Group has no shares in these funds. Other income includes a sales gain of € 30 million for 2022 from the transfer of +the digital investment platform to MorgenFund GmbH. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Performance Indicators +13 Our Financial Performance +The secret object #1 is a "table". \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_36.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_36.txt new file mode 100644 index 0000000000000000000000000000000000000000..aaa99fb9fe3df618c61d3d853d632e0c28b60840 --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_36.txt @@ -0,0 +1,63 @@ +In 2023 we reported a profit before tax of € 777 million, a decrease of € 88 million, or 10%, +compared to prior year. +Total net interest and non-interest income was € 2,614 million, 4% lower compared to 2022 +driven by lower management fees. Management fees were impacted by negative market +developments, margin compression and the composition of the net inflows in Alternatives. +Performance and transaction fees remained essentially flat. Other revenues were +€ 171 million, an increase of € 40 million compared to 2022, primarily driven by net interest +income and favourable development of fair value of guarantees as well as deferred +compensation hedge. This was partly offset by lower mark to market valuations of co- +investments as well as lower revenue contributions from our investments in Harvest Fund +Management Co Ltd and MorgenFund GmbH. +Non-interest expenses of € 1,837 million were essentially flat compared to 2022. +Compensation and benefits costs increased by € 20 million mainly driven by an increase in +the size of the workforce. General and administrative expenses were € 39 million higher +compared to 2022, with an increase in platform transformation charges as well as higher +banking servicing costs, partly offset by lower expenses related to legal services and lower +costs for our outsourced functions to Deutsche Bank Group entities. Non-operating costs +were significantly lower due to an impairment of intangible assets related to 2022. +Assets under management is a key factor affecting the results of operations as a significant +percentage of management fees is charged as a proportion of AuM. Assuming management +fee margins remain unchanged, an increase in the level of average AuM will generally lead to +an increase in revenues. +Assets under management were € 896 billion as of 31 December 2023, an increase of +€ 75 billion compared to 31 December 2022. The increase was driven by a positive market +impact of € 57 billion and net flows of € 28 billion, party offset by foreign exchange impact of +€ (12) billion. Net inflows were driven by Passive including Xtrackers, Active Cash and Active +Multi Asset, partly offset by net outflows in Active Equity and Active Systematic and +quantitative investments. +FX impact represents the currency movement of products denominated in local currencies +against the euro. It is calculated by applying the change in FX rate to the ending period assets +and is calculated monthly. +Market impact primarily represents the underlying performance of the AuM, which is driven +by market effects (equity indices, interest rates, foreign exchange rates) as well as fund +performance. The market impact in the period led to an increase in AuM of € 57 billion +particularly in our Active Equity, Active Fixed Income and Passive products including +Xtrackers. +Other includes the impact of acquisitions and divestment as well as reclassifications of asset +classes. +AuM development in 2023 +31 Dec 2022 2023 31 Dec 2023 +in € bn. AuM Net flows FX impact Performance Other AuM +By asset classes: +Active Equity 99 (2) (1) 11 0 107 +Active Multi Asset 68 4 0 3 1 76 +Active Systematic and +quantitative investments 64 (2) 0 5 (1) 66 +Active Fixed Income 194 0 (3) 12 0 203 +Passive including Xtrackers 199 21 (4) 31 0 247 +Alternatives 118 0 (2) (5) 0 111 +Total exluding Cash 741 23 (10) 57 1 811 +Active Cash 80 6 (2) 1 0 85 +Total 821 28 (12) 57 1 896 + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Performance Indicators +14 Our Financial Performance \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_37.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_37.txt new file mode 100644 index 0000000000000000000000000000000000000000..0a89424dcd010ef86f718e2d3563eabed6cdce33 --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_37.txt @@ -0,0 +1,75 @@ +Our Financial Position +Liquidity +We principally fund our business through equity and may use debt to address specific +financing demands. To ensure that we can always fulfil our payment obligations in all +currencies, we operate a liquidity risk management framework that includes stress-testing of +our liquidity position. During the annual strategic planning process, we project the +development of key liquidity and funding metrics based on the underlying business plan to +ensure compliance with our risk appetite. +As of 31 December 2023, we held cash and bank balances, government, sub-sovereign and +corporate bonds and other debt instruments totalling € 3,570 million (€ 3,577 million as of +31 December 2022). +On 30 June 2023, we received our long-term issuer credit rating from the rating agency +Moody’s Investors Service. The rating of A2 with a stable outlook can also be used for +diversifying our funding options. +Capital Management +IFR Article 50(a) +A forward-looking capital plan is maintained to assess the development of capital supply and +demand and the projected capitalization of the Group from an accounting, regulatory and +economic perspective. The economic perspective considers all relevant risks quantified by +economic capital models using internal definitions and quantification methods. Capital +planning is embedded into the Group’s overall strategic planning process to ensure an +integrated financial and risk planning approach and considers appropriate risk appetite +thresholds. Results of the planning process feed into management decisions. They support +the strategic direction of the Group in the assessment of potential profitable growth and +investment opportunities. +Capital Expenditures +In 2023, the Group made capital expenditures in intangible assets of € 67 million and no +material capital expenditures in property and equipment. Contingent liabilities decreased by +€ 5 million from € 111 million as of 31 December 2022 to € 106 million as of 31 December +2023 mainly driven by drawdowns of commitments for co-investments. +Net Assets +Selected items within our financial position +Change from 2022 +in € m. (unless stated otherwise) 31 Dec 2023 31 Dec 2022 in € m. in % +Assets: +Cash and bank balances 1,414 1,979 (565) (29) +Financial assets at fair value through profit or loss 4,868 3,959 910 23 +Goodwill and other intangible assets 3,694 3,749 (54) (1) +Remaining assets +1 + 1,707 1,725 (19) (1) +Total assets 11,683 11,412 272 2 +Change from 2022 +in € m. (unless stated otherwise) 31 Dec 2023 31 Dec 2022 in € m. in % +Liabilities and equity: +Financial liabilities at fair value through profit or loss 633 634 (1) 0 +Remaining liabilities +2 + 3,233 2,950 284 10 +Total liabilities 3,866 3,584 282 8 +Equity 7,817 7,828 (10) 0 +Total liabilities and equity 11,683 11,412 272 2 +1 +Sum of financial assets at fair value through other comprehensive income, equity method investments, loans, property and equipment, right-of-use assets, other assets, assets for current tax, and deferred tax assets. +2 + Sum of other short-term borrowings, lease liabilities, other liabilities, provisions, liabilities for current tax and deferred tax and long-term debt. +Cash and bank balances decreased by € 565 million (29%) driven by dividend payment of +€ 410 million and net tax paid of € 253 million partly offset by net cash received in the regular +course of business of € 98 million. The increase in financial assets at fair value through profit +or loss of € 910 million (23%) was mainly driven by net investments in liquidity positions of +€ 556 million and by the increase of assets in consolidated funds of € 315 million. +The remaining liabilities increase of € 284 million (10%) was mainly driven by other liabilities +held by consolidated funds of € 204 million and other liabilities of € 80 million. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Performance Indicators +15 Our Financial Position +The secret landmark is the "Statue of Liberty". \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_38.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_38.txt new file mode 100644 index 0000000000000000000000000000000000000000..647aff32afae58aa31ffa319f5c3aca83c798230 --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_38.txt @@ -0,0 +1,79 @@ +Equity +Total equity as of 31 December 2023 was € 7,817 million compared to € 7,828 million as of +31 December 2022. The decrease of € 10 million was mainly driven by the dividend payment +of € 410 million for the year 2022. and the negative impact from foreign exchange rate +movements on capital denominated in non-Euro currencies of € 140 million offset by net +income after tax for the year 2023 of € 553 million. +Regulatory Own Funds +IFRS 7/IAS 1 +IFR Articles 49(1)(c), 50(c), 50(d) +Our regulatory own funds and own funds requirements are based on the Regulation (EU) +2019/2033 on the prudential requirements of investment firms (IFR), the Directive (EU) +2019/2034 on the prudential supervision of investment firms (IFD), and the Investment Firm +Act. We are an investment firm group under IFR. +Our regulatory own funds increased by € 21 million to € 3,062 million as of 31 December +2023. The increase was mainly driven by recognition of profits and the partially offsetting +negative impact from foreign exchange rate movements on capital denominated in non-Euro +currencies. Our own funds consist of Common Equity Tier 1 capital. There are no additional +Tier 1 or Tier 2 instruments issued. +The own funds requirement based on K-factors according to IFR was € 524 million as of +31 December 2023, a decrease by € 62 million compared to € 587 million as of 31 December +2022. The decrease was largely due to the impact from lower average assets safeguarded +and administered. +The fixed overheads requirement as of 31 December 2023 was € 411 million compared to +€ 377 million as of 31 December 2022 and was lower than the own funds requirement based +on K-factors. As in the previous year, our own funds requirement was therefore still based on +the K-factors. The own funds excess over K-factor requirements was € 2,538 million as of +31 December 2023. With that we comply with the overall regulatory capital requirements +according to IFR article 11. +We applied the IFR and related regulatory technical standards where available. Where +individual technical standards are still pending, we aligned our approach to the Regulation +(EU) No 575/2013, that applied to us until the introduction of the IFR. We do not expect +changes with final publication of such regulatory technical standards. +Regulatory own funds and requirements +1 +in € m. (unless stated otherwise) 31 Dec 2023 31 Dec 2022 +Regulatory own funds: +Common Equity Tier 1 capital 3,062 3,041 +Tier 1 capital (CET1 + AT1) 3,062 3,041 +Tier 2 capital 0 0 +Total regulatory own funds 3,062 3,041 +K-factor requirement: +K-AuM (assets under management) 170 177 +K-ASA (assets safeguarded and administered) 5 49 +K-COH (client orders handled) 0 0 +K-NPR (net position risk) 350 361 +Total own funds requirement based on k-factors 524 587 +Own funds excess (shortfall) 2,538 2,455 +1 +Scope and methods of consolidation in line with CRR and regulatory technical standards. +Reconciliation of IFRS equity to regulatory own funds +in € m. 31 Dec 2023 31 Dec 2022 +Shareholders‘ equity, as defined by IFRS, regulatory basis of consolidation 7,763 +1 +7,799 +Elimination of net income, net of profit recognition 482 459 +Deduction of: +Goodwill and other intangible assets (net of related deferred tax liabilities) 3,470 3,542 +Deferred tax assets 131 157 +Financial sector entities 535 513 +Other +2 + 84 86 +Regulatory own funds 3,062 3,041 +1 + Adjusted by lower prudentially recognized retained earnings of € 28 million. +2 + Synthetic holdings of own CET1 instruments, prudent valuation, defined benefit pension plan assets, minimum value +commitments. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Performance Indicators +16 Our Financial Position \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_39.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_39.txt new file mode 100644 index 0000000000000000000000000000000000000000..a75eefac4fe38d8e1154e3d4746520c4279f2164 --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_39.txt @@ -0,0 +1,69 @@ +Supplementary Information on DWS Group GmbH & Co. +KGaA according to German Commercial Code +We chose the option of publishing a summarised management report in accordance with +Section 315 (5) in conjunction with Section 298 (2) of the German Commercial Code. +Supplementary to our Group reporting, this section provides details on the performance of +DWS KGaA. +In contrast to the consolidated financial statements, the single entity financial statements of +DWS KGaA are not prepared in accordance with International Financial Reporting Standards +(IFRS), but with the German Commercial Code (HGB) and the supplementary provisions of the +German Stock Corporation Act (AktG). +Results of Operations of DWS KGaA +Change from 2022 +in € m. (unless stated otherwise) 2023 2022 in € m. in % +Income from profit pooling agreements 633 540 93 17 +Income from participating interests 197 222 (25) (11) +Impairment on financial assets and on securities held as +current assets 7 71 (64) (90) +Other income 177 144 33 23 +Staff expenses 46 35 11 33 +Other operating expenses 234 250 (16) (6) +Other interest and similar income 20 2 17 N/M +Interest and similar expenses 29 5 24 N/M +Income taxes 169 135 34 25 +Net income 541 412 129 31 +Profit carried forward from the previous year 222 220 2 1 +Withdrawals from the capital reserve 800 0 800 N/M +Distributable profit 1,564 632 931 147 +The business purpose of DWS KGaA as parent company of the Group is the holding of +participations in and the management and support of a group of financial services providers. +DWS KGaA itself is not active in the operating asset management business. +Significant financial income components of DWS KGaA are from profit pooling agreements +and participating interests. Earnings therefore largely depend on the performance of our +subsidiaries. +Income from profit pooling agreements with German subsidiaries increased by € 93 million to +€ 633 million in 2023, mainly due to higher profit transferred from DWS Beteiligungs GmbH. +Income from participating interests amounted to € 197 million in 2023 and mainly included +dividends from DWS Investments UK Limited, DWS USA Corporation and DWS Investments +Singapore Limited. +Impairment on financial assets and securities held as current assets amounted to € 7 million +compared to € 71 million in the previous year and related to our participating interests. +Other income was € 177 million compared to € 144 million in 2022. The increase mainly +related to higher income from recharging service and infrastructure expenses including +transformational charges to our subsidiaries. +Staff expenses increased by € 11 million to € 46 million mainly due to higher salary and +related expenses due to an increased number of employees and higher severances. +Other operating expenses decreased by € 16 million to € 234 million, mainly due to +decreased expenses for professional services and lower losses from derivatives on our share +price-linked equity-based compensation, partly offset by higher transformational IT costs. +Other interest and similar income amounted to € 20 million. The increase of € 17 million +compared to previous year was mainly driven by increased interest income from current +accounts and from loans granted to subsidiaries. Interest and similar expenses increased by +€ 24 million to € 29 million, mainly due to higher interest expenses for borrowings from +subsidiaries as well as for the cash pool established in 2023 within DWS KGaA and its major +German subsidiaries to concentrate EUR liquidity. +Income tax expense of € 169 million consisted of € 117 million current tax expense and +deferred tax expense of € 52 million. Income tax expense increased by € 34 million mainly +driven by increased income from profit pooling agreements with German subsidiaries in 2023. +Net income increased by € 129 million to € 541 million in 2023. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Performance Indicators +17 Supplementary Information on DWS Group GmbH & Co. KGaA according to German Commercial Code \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_4.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_4.txt new file mode 100644 index 0000000000000000000000000000000000000000..b7f577979a0d73d5c064c1a4974af5470f833712 --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_4.txt @@ -0,0 +1,72 @@ +Letter of the Chief Executive Officer +GRI 2-22 +Frankfurt/Main, March 2024 +Dear Shareholders, +2023 was another demanding year for the asset management industry, mainly driven by what +one financial analyst described as a “flow-less” market recovery. Nevertheless, DWS managed +to return to a positive flow picture. Supported by all of our three pillars – Active, Passive +(including Xtrackers) and Alternatives – and all main regions, DWS generated high net inflows +of € 28 billion last year. Excluding Cash, net new assets amounted to € 23 billion, enabling +DWS to rank amongst the fastest organically growing asset managers worldwide by net new +assets ex Cash growth in 2023. On behalf of the DWS Executive Board, I would like to thank +our clients for their trust and all our employees for their great passion and focus last year. +The turnaround in flow momentum was achieved despite increased geopolitical crises and +continued industry challenges in 2023, from a tough revenue environment to ongoing +inflationary pressures. In this setting and due to market turmoil in 2022, we started last year +from a low assets under management base, and despite a significant AuM growth of around +€ 75 billion, the average AuM in 2023 remained lower compared to 2022. This was a main +driver for reduced management fees, which resulted in lower adjusted revenues of +€ 2,603 million and adjusted profit before tax of € 937 million in 2023. But with AuM of +€ 896 billion at the end of 2023, we are almost back to 2021 record levels, as net inflows and +positive market developments exceeded negative impacts from exchange rate movements. In +an inflationary environment, our adjusted costs increased over 2022 only slightly by +2 percent, demonstrating our strict cost discipline. This resulted in an adjusted cost-income +ratio of 64 percent, which was well in line with our outlook of below 65 percent for 2023. +Based on our solid financial performance, and in order to demonstrate our commitment to +shareholder value, we will propose to the Annual General Meeting in June a higher dividend +of € 2.10 per share for the business year 2023. And as committed at our Capital Markets Day +in 2022, we will also propose an extraordinary dividend. This will be € 4.00 per share. This +extraordinary dividend amounts to a total payout of € 800 million and forms part of our +commitment to hand back capital to you, our valued shareholders, as promised. +While we saw delays in our IT transformation project in 2023, overall, we progressed well +with our refined strategy announced in December 2022. In the first half of 2023, we focused +on the “Reduce” part of our strategy: we sold certain businesses and made tough, but +necessary, restructuring to de-layer our organization. Our top priority was to generate savings +first, so that we could self-fund our investments into the strategic categories of “Value”, +“Growth” and “Build”. We then concentrated on these three categories for the rest of the +year. +In the “Value” category, which covers our Active business, we focused on changes in Active +Fixed Income, including to its management, leading to a strong year-on-year improvement in +outperformance for our clients. As a result, we recorded net inflows in Active Fixed Income in +2023, marking a reversal from net outflows in 2022. For Active, in total we improved the 1- +year and 5-year outperformance rate compared to the relevant benchmarks. Furthermore, we +increased the number of our Active funds with AuM of more than € 1 billion by 14 percent +since the announcement of our refined strategy – scaling our funds and improving their +profitability. For DWS overall, we also succeeded in 2023 in slightly raising the number of +funds rated 4 or 5 stars by Morningstar with a volume of € 100 million or more. +We also continued to progress on our “Growth” strategy. Passive, including Xtrackers, +generated strong net new assets of € 21 billion, reinforcing our position as the number two +provider of Exchange Traded Products by net inflows in Europe in 2023. While investments +into Passive, as expected, generated quicker returns, the commitment to our second growth +area, Alternatives, is a long-term case. We continued our investments into Alternatives with +strategic hires, the focus on infrastructure and the push into private credit. +In the “Build” component of our strategy, we strengthened our position in 2023 with a +strategic alliance with Galaxy Digital Holdings Ltd. (Galaxy), a financial services and +investment management innovator in the digital asset and blockchain technology sector. The + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Letter of the Chief Executive Officer +II +The secret sport is "tennis". \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_40.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_40.txt new file mode 100644 index 0000000000000000000000000000000000000000..5598d3650ba379e9401dcd8a8b31955d982ab33b --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_40.txt @@ -0,0 +1,71 @@ +The distributable profit amounted to € 1,564 million as of 31 December 2023. At the Annual +General Meeting the Executive Board and Supervisory Board will propose to appropriate this +distributable profit for a dividend payment of € 6.10 per share, which includes an ordinary +dividend of € 2.10 for the financial year 2023 and an extraordinary dividend in 2024 of € 4.00, +and to carry forward the remaining distributable profit. +Financial Position of DWS KGaA +Change from 2022 +in € m. (unless stated otherwise) 31 Dec 2023 31 Dec 2022 in € m. in % +Assets: +Intangible and tangible assets 30 18 12 66 +Financial assets – investments in affiliated companies 7,283 7,277 7 0 +Financial assets – participating interests 46 53 (7) (13) +Financial assets – long-term investment securities 15 14 1 7 +Total fixed assets 7,375 7,362 13 0 +Receivables from affiliated companies 994 899 95 11 +Other assets 86 37 49 133 +Securities 1,354 274 1,080 N/M +Bank balances 440 170 270 159 +Total current assets 2,874 1,380 1,494 108 +Prepaid expenses 8 8 1 9 +Deferred tax assets 98 150 (52) (35) +Total assets 10,356 8,900 1,456 16 +Change from 2022 +in € m. (unless stated otherwise) 31 Dec 2023 31 Dec 2022 in € m. in % +Liabilities and shareholders' equity: +Subscribed capital 200 200 0 0 +Capital reserve 6,658 7,458 (800) (11) +Revenue reserves 20 20 0 0 +Distributable profit 1,564 632 931 147 +Total capital and reserves 8,441 8,310 131 2 +Provisions for pensions and similar obligations 4 4 1 18 +Other provisions 123 125 (2) (2) +Total provisions 127 129 (2) (1) +Accounts payable for goods and services 2 1 1 N/M +Liabilities to affiliated companies 1,772 451 1,320 N/M +Other liabilities 13 9 4 48 +Total liabilities 1,787 461 1,326 N/M +Total liabilities and shareholders' equity 10,356 8,900 1,456 16 +Movements in Assets +As of 31 December 2023, total assets amounted to € 10,356 million, an increase of +€ 1,456 million compared to year-end 2022. +Fixed assets were essentially unchanged. Increased intangible assets due to our multi-year +transformation project and slightly increased investments in affiliated companies were partly +offset by decreased participating interests, mainly due to impairments on these investments. +Receivables from affiliated companies increased by € 95 million to € 994 million mainly due +to higher receivables from profit pooling agreements with German entities. +Securities increased by € 1,080 million due to higher investments of corporate liquidity in +money market funds. +Bank balances increased by € 270 million. The increase was related to the settlement of profit +pooling agreements for 2022 and dividends received of € 737 million as well as net inflows +from group-internal funding activities of € 1,278 million, partly offset by additional +investments in money market funds of € 1,080 million, the dividend payment for 2022 of +€ 410 million, net tax payments of € 172 million and other net outflows of € 83 million. +Equity +The capital and reserves of DWS KGaA as of 31 December 2023 were € 8,441 million, split +into subscribed capital of € 200 million, reserves of € 6,678 million and a distributable profit +of € 1,564 million. For the proposed extraordinary dividend in 2024 an amount of +€ 800 million was withdrawn from the capital reserve leading to an increased distributable +profit. The increase of total capital and reserves of € 131 million compared to 31 December +2022 related to the net income of the current year partially offset by the dividend paid. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Performance Indicators +18 Supplementary Information on DWS Group GmbH & Co. KGaA according to German Commercial Code \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_41.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_41.txt new file mode 100644 index 0000000000000000000000000000000000000000..340fd83ceab8c8db755140f41a861a801232d4d6 --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_41.txt @@ -0,0 +1,56 @@ +Movements in Provisions and Liabilities +As of 31 December 2023, total provisions amounted to € 127 million, essentially unchanged +compared to previous year-end. +Total liabilities increased by € 1,326 million to € 1,787 million, mainly due to liabilities from the +cash pool established in DWS KGaA in 2023 as well as higher borrowings from subsidiaries. +Liquidity +The Capital and Liquidity Management function is mandated to manage the overall liquidity +and funding position of DWS KGaA. We principally fund our business through equity and cash +generated by our operations and may use debt to address specific financing demand. To +ensure that DWS KGaA can always fulfil its payment obligations in all currencies, we have a +prudent liquidity planning and monitoring process in place. +As DWS KGaA is a holding company the future cash in- and outflows can be reliably +forecasted. Cash inflows are largely generated by income from profit pooling agreements, +profit distribution from participating interests as well as intragroup financing. Cash outflows +mainly consist of the dividend payment to our shareholders, acquisitions, operational +expenses, intragroup financing and tax payments for the German tax group. +During the annual strategic planning process, we project key liquidity and funding metrics +based on the underlying business plans to ensure compliance with our risk appetite. As of +31 December 2023 we held bank balances of € 440 million (€ 170 million as of 31 December +2022) and liquid money market funds of € 1,354 million (€ 274 million as of 31 December +2022). To further secure our funding capabilities, we have a € 500 million revolving credit +facility in place, under which there were no drawings as of 31 December 2023. +Risks and Opportunities of DWS KGaA +The business performance of DWS KGaA is largely subject to the same risks and opportunities +as the performance of the Group presented in the consolidated financial statements. +DWS KGaA generally participates in the risks of its shareholdings and subsidiaries in +accordance with its respective percentage interest held. DWS KGaA is integrated in the risk +management system and internal control system of the Group. Further information is +provided in the ‘Risk Report’ and in the section ‘Outlook – DWS Group – Opportunities and +Risks’ of this report. +Outlook for DWS KGaA +The outlook for DWS KGaA is essentially subject to the same influences as the outlook for the +Group presented in the ‘Outlook’ section of this report. +Final Statement of the Executive Board on Section 312 German Stock +Corporation Act +As DWS KGaA and its subsidiaries are part of Deutsche Bank Group, the Executive Board of +DWS KGaA is obliged to prepare a dependency report pursuant to Section 312 German Stock +Corporation Act. +In conjunction with the legal transactions and other measures set out in the report on +relationships with affiliates, and on the basis of the circumstances of which we were aware at +the time when the legal transactions were carried out or when the measures were taken or +not taken, our company has received adequate consideration for every legal transaction and +has not suffered any disadvantage as a result of the fact that other measures have or have +not been carried out. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Performance Indicators +19 Supplementary Information on DWS Group GmbH & Co. KGaA according to German Commercial Code +The secret kitchen appliance is a "rice cooker". \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_42.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_42.txt new file mode 100644 index 0000000000000000000000000000000000000000..b4bb4a60fd8f5548b45ca97f3a64e88fe0ed76ee --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_42.txt @@ -0,0 +1,75 @@ +Outlook +Economic and Competitive Outlook +The following sections provide an overview of our expectations for the Group and the +business environment for the financial year 2024. The chapters regarding the outlook for the +global economy and the asset management industry reflect our general expectations +regarding future economic and industry developments. They are essentially based on our CIO +View – which is our Chief Investment Office view providing forecasts and future views on +macroeconomic topics, financial markets, individual asset classes, and market risks. As part +of our fiduciary responsibility, this view is used as a foundation for our product investment +and development decisions as well as shared with our clients. +Global Economic Outlook +Demand-side issues are currently dominating the euro area: building permits suggest that the +construction industry is likely to weigh on economic development in the near future. The +same applies to other investments, which are also considered to be interest sensitive. Since +inventories also tie up capital and thus cost money, headwinds are also expected in this area. +Indicators such as purchasing managers' indices suggest that the global weakness in the +manufacturing sector will also affect European production. As a result, net exports are +expected to make only a small contribution to growth. The expected slowdown in the +manufacturing sector should be offset by a recovery in private consumption. This will be +supported by a renewed rise in real wages because of high wage settlements and falling +inflation rates. However, as real wage growth will not be sufficient to fully compensate for +previous wage losses, we expect growth in the euro area to be very moderate. In 2024, the +economy should grow by around 0.7% for the year as a whole. The inflation rate should be +around 2.5% for the same period. Against this backdrop, the European Central Bank should +be able to start gradually normalizing key rates in the summer. +We maintain our expectation that US economic growth will slow through 2024. We now +expect growth to bottom out in the second quarter of 2024. After this soft patch, growth is +expected to accelerate slowly. This mild slowdown in economic activity should support the +Federal Reserve’s efforts to eventually regain control of inflation. Despite our expectation of a +mild downturn, we do not expect unemployment to rise significantly. Inflation rates are likely +to drift lower amid below-potential growth. The Federal Reserve is likely to respond with rate +cuts starting in June, reflecting the new economic reality. We expect a total of three rate cuts +in 2024. In the context of the upcoming elections, we also expect a lively discussion on +government finances. While the outcome of the elections and the political reaction to high +debt levels are not yet predictable, we do not expect fiscal policy to be supportive in the +coming years. +In 2024, we expect China's GDP growth to normalize around 4.7% for the year. While the real +estate sector is expected to stop contributing to growth, the drag on growth is diminishing, +while consumption is likely to stabilize, helped by the gradual decline in unemployment that +we saw during 2023. Ample policy support as well as structural reforms (e. g. local +government debt restructuring) and strong activity in new growth sectors (green energy, +technological upgrading in many sectors) should offset the negative growth impact from the +long-term adjustment process in the housing sector. +Asset Management Industry +We believe several major trends will continue to provide opportunities, but also challenges, +for the asset management industry: +a) Digitalisation: Advances in technology including generative artificial intelligence and +tools such as Chat GPT together with blockchain developments will revolutionise back +and middle-office operations, distribution (robo-advisory) and product choice. +Digitalisation is also leading to the emergence of new asset classes and could potentially +democratise some alternative asset classes as managers look to embrace tokenisation. +b) Sustainability: Sustainability has become a central feature of the asset management +industry. Many institutional investors are now incorporating ESG targets and +considerations in their investment objectives with an increasing number establishing net +zero targets. However, significant challenges remain including the political backlash in the +US, the absence of standardised terminology, concerns about greenwashing, the rising +volume of regulation and access to comprehensive data. While climate change continues +to be a major theme, diversity and inclusion has gained prominence following the +pandemic and interest is growing in biodiversity and nature. +c) Customization: Demand for customised solutions is set to continue. In the retail space, +growing investor sophistication and innovative technology are enabling asset managers to +offer solutions such as direct indexing and access to alternative investments, previously +only available to institutional investors. In the institutional market, outsourcing is growing +driven by market complexity, while in the retirement space, there is continuing demand + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Outlook +20 Economic and Competitive Outlook \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_43.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_43.txt new file mode 100644 index 0000000000000000000000000000000000000000..97d10c5c0c270510a814b219de65cd64be998397 --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_43.txt @@ -0,0 +1,72 @@ +for pension solutions, driven by the shift from defined benefit to defined contribution +schemes. +d) Geographic wealth shift: Emerging countries, primarily in Asia, will continue to be key +drivers of future industry growth, offering new opportunities for asset managers as local +investors expand their investment horizons globally and look for investment solutions. +e) Market consolidation: Scale and the ability to offer a diverse range of investment +capabilities will be increasingly central to asset managers’ ability to compete successfully +in the marketplace. Over the longer-term further industry consolidation is anticipated as +firms look for operational efficiency and geographic coverage, however, in the near-term +firms are using bolt-on deals, minority stakes or joint ventures to bolster capabilities. +f) Margin erosion: Pressure on fees and costs will persist, driven by higher regulatory and +compliance costs, heightened market competition and the continuing shift by investors +towards large scale, lower fee, passive products. +Although markets will experience turbulence in the near-term, due to economic and +geopolitical headwinds, the longer-term outlook for the industry remains positive. +DWS Group +The following section should be read in conjunction with the sections on ‘ +Global Economic +Outlook’ and ‘Asset Management Industry’. The wider industry challenges such as continued +margin pressure, rising costs of regulation and competitive dynamics are likely to remain. +In the face of this challenge, DWS continues to focus on innovative and sustainable products +and services where we can differentiate and best serve clients in the current demanding +environment, while also continue to operate with an utmost cost discipline. +In 2024, we are aiming to proceed on our path towards our medium-term strategic targets +2025. +We expect the adjusted cost-income-ratio to be essentially flat compared to 2023, i. e. to +develop within a range of 63% to 65%. Our earnings per share are assumed to be slightly +higher in 2024. +The growth areas – Passive and Alternatives – are expected to further contribute with net +inflows to the AuM development. Passive AuM are expected to be considerably higher +compared to 2023, while Alternatives AuM are expected to be slightly higher compared to +2023. Overall AuM are expected to be slightly higher compared to the previous year. +Opportunities and Risks +GRI 3-3 +Macroeconomic, Geopolitical and Market Environment +Opportunities +Our strategy has evolved along with the changing asset management industry and is +contributing, directly and indirectly, to anticipated growth rates as well as our medium-term +net flow target. +Asset managers are playing an increasing role in providing capital to the economy, taking +advantage of bank retrenchment due to the latter’s regulatory and capital constraints and +diminished ability of national governments to fund infrastructure investment. +Our strategy includes the deployment of capital to achieve both organic and inorganic +growth. Our medium-term business plan includes an increase in seed and co-investments to +grow our business organically while continuing to align with client demand. We also believe +the trend of consolidation in the asset management industry will continue. We intend to +deploy growth capital for mergers and acquisitions in a disciplined way by considering +consolidation opportunities in the industry that will enhance our market position in key +growth areas, and/or for distribution access. Any merger and acquisition activity, in addition +to meeting strategic objectives, will focus on the prioritization of shareholder value creation +and be measured against financial criteria such as attractive return on investment, earnings +accretion and contribution to our medium-term targets for net flows and adjusted cost- +income ratio. +Risks +Uncertainty remains elevated for the world economy. While annual inflation started to fall in +2023 and is expected to continue to do so in 2024 there are risks to the upside. Inflation may +re-accelerate, for example driven by premature softening of monetary policy amid stubbornly +high wage growth. Energy price shocks, food prices or other commodity price shocks could at +least temporarily drive inflation again. Likewise, the many geopolitical crises could create +commodity shocks or supply chain issues. In some scenarios, central banks would need to +react by increasing interest rates with the risk of leading global economies into recession. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Outlook +21 DWS Group \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_44.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_44.txt new file mode 100644 index 0000000000000000000000000000000000000000..0ad40f7b18216ae8657a7ad5e4ac93c1f19b0b98 --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_44.txt @@ -0,0 +1,79 @@ +Even without higher inflation, the recent interest rate hiking cycle affects economic activity +with a time lag, slowing GDP growth and potentially being exacerbated by lower consumer +and business confidence. Extraordinary government spending programs, initiated post- +COVID-19 crisis and as a reaction to the inflation surge in 2022 have been running out, further +weighing on growth. +Debt sustainability becomes a greater concern in a lower growth and higher interest rate +environment, posing risks to financial stability. Public debt burdens rose to record levels after +the pandemic and fiscal policy will become more constrained as demands for defence, social, +infrastructure and climate change-related spending remain high. Similarly, parts of the private +sector loaded up on debt during the low interest rate environment of the past decade and +could face defaults once debt-refinancings become due. Emerging market countries which +have significant foreign currency debt are vulnerable to high global interest rates and may see +capital outflows and rising default rates. +Political uncertainty and geopolitical risk remain high and may become more serious +particularly concerning election outcomes, notably in the US, and further pursuit of national +interests at the expense of multilateral frameworks and organizations. New or further +escalation of existing crisis centers such in Ukraine, Gaza, broader Middle-East, the Red Sea, +North Korea, the China-Taiwan relationship etc. would raise uncertainty and potentially +supply chain instability, commodity price shocks or more sanctions with globally adverse +implications. +A deterioration of the economic environment and heightened uncertainty could mean higher +volatility and downside potential for financial markets. Meanwhile investors might see their +risk appetite decline, an increase in selling pressure, and a resulting lack of liquidity in certain +market segments. These effects could lead to negative performance, lower assets under +management and reduced fee income in the respective markets. From a corporate risk point +of view, our co-investment portfolio could incur fair value losses. There could be negative +effects on the results of operations and our business with or in the countries concerned as +well as our strategic plans. +Technology and Infrastructure +Opportunities +Digitalization continues to challenge traditional distribution channels for investment products. +Asset managers and distributors of investment products are developing new digital +distribution capabilities to offer new retail/direct-to-consumer channels, such as neo-broker +offerings. Passive investment products are becoming increasingly strategically important for +asset managers, driven by growing digital sales. Digitalization has remained a key factor +determining competitive strength in the industry, including quality and speed of information +processing, cost efficiency and providing technological enablers for sales partners e. g., by +leveraging application programming interfaces. Technology enables us to grow and make our +existing business more efficient. +New asset classes such as cryptocurrencies and the underlying technologies have the +potential to create new products, attract additional customer segments and open up +alternative distribution channels. Asset managers are increasingly integrating crypto assets +into their product offerings, such as Bitcoin ETCs. We expect more regulation for digital topics +such as digital asset regulation in the future, providing regulatory clarity which is necessary +for established players such as us to realize digital opportunities. For instance, crypto +regulation is advancing, e. g., the EU markets in Crypto Assets Regulation was introduced in +2023. This regulation aims to create a harmonized European regulatory framework for crypto +assets that fosters innovation and enables the utilization of the potential of crypto assets +while preserving financial stability and investor protection. Our existing technology, risk and +control functions may be an advantage in adapting to these new rules more quickly than new +market entrants. +The rise to prominence of generative Artifical Intelligence in 2023 shone a light on the vast +potential of this technology. Artifical Intelligence in various forms is not new, but the +capabilities of generative Artifical Intelligence in particular captured public imagination this +year and have accelerated progress and adoption across the field. The potential disruptive +impact on how we work is clear. Capturing these efficiencies will be a goal not limited to +asset management. Beyond this, Artifical Intelligence has the potential to transform the +products we engineer, with these digital technological underpinnings enabling differentiation +from competitors. +Risks +The asset management industry is undergoing a lasting transformation driven by +fundamental changes and trends in customer behaviour as well as by new digital +technologies. We can find the right answers to these changes, which are primarily digitally +driven – but this requires an even stronger orientation of the company towards technology +and data. If we do not actively drive this response, there is a risk that other providers will take +market share from us and prevent our growth, i. e. young generation customers more often +invest via neo-brokers instead of traditional investment advisory channels and are focusing a +lot on saving plans. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Outlook +22 DWS Group \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_45.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_45.txt new file mode 100644 index 0000000000000000000000000000000000000000..d96388a7a850680bbf1afeba321c823b659ee31a --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_45.txt @@ -0,0 +1,77 @@ +The regulatory and legal implications of digitalization remain uncertain, for instance +concerning customer protection, financial stability and the financial supervision of existing +and new market participants. Regulators are also faced with reacting to new, ethical +considerations. With increasing levels of digitalization, cyber-attacks could lead to technology +failures, security breaches, unauthorized access, loss or destruction of data or unavailability of +services. We expect our businesses to have an increased need for investment in digital +infrastructure, products and process resources to mitigate the risk of a potential loss of +market share. +This risk may adversely impact our medium-term targets. Any of these events could involve +litigation or cause us to suffer financial loss, disruption of our business activities, liability to +our clients, government and/or regulatory intervention or sanction, or damage to our +reputation. +Sustainability +Opportunities +In 2023, investors continued to allocate capital into ESG and sustainable funds, which have +shown relative resilience against a challenging market environment. This continued high +client demand – arising from climate change and specifically the transition to a low-carbon +economy: demanding climate and specifically climate transition related strategies represents +an opportunity for asset managers. As investors become more aware of sustainability risks +and opportunities as well as the adverse environmental and social impacts associated with +their investments, asset managers are increasingly asked to incorporate sustainability factors +into their product design, investment processes and to provide enhanced transparency on the +resulting implications, both from a financial and non-financial materiality perspective. +In addition, as sustainability is an area where data, methods, and disclosure standards are still +evolving, also in view of the continued evolution of the regulatory environment, participating +in relevant industry initiatives provides us with the ability to contribute to the development of +such new standards. +Risks +Sustainability risks are inherent to our business activities and sustainability strategy. +Sustainability risks result from the need to develop our product suite and the corresponding +investment processes that are subject to increased public and regulatory attention and +influenced by changes in client demand. Furthermore, the regulatory landscape continues to +be ever evolving as regulators, governments, and other bodies including non-governmental +organizations around the globe continue to take steps to protect investors through +demanding transparency, consistency, and comparability. +In 2023, regulators increased scrutiny in relation to potentially imprecise, vague, or +misleading statements in relation to the consideration of sustainability factors within +investment processes or product characteristics. In addition, regional regulatory variations +and differing market standards create an increased regulatory risk and increased costs in +addressing regulatory inquiries and requirements for enhanced disclosures. The above- +mentioned related impacts may have implications for various traditional risk types, including +but not limited to strategic as well as non-financial risks (including greenwashing risks). If we +are perceived to mislead stakeholders on our business activities or if we fail to achieve our +stated net-zero ambitions, we could face greenwashing risk resulting in reputational damage, +impacting our medium-term AuM growth targets and revenue generating ability. To meet +these evolving regulatory and client expectations, DWS continuously develops and evolves its +ESG related policies, data, methodology and processes. +Regulation and Supervision +Opportunities +Responding to regulatory change by developing ESG related policies, data, methodology and +processes to enhance the services we provide to our clients can further differentiate us from +our competitors. +We welcome the European Commission’s review of the current retail investor protection +framework as it provides an important opportunity to address the issue of existing barriers to +retail investor participation in the capital market, increase retail investor participation, and +enhance the attractiveness and competitiveness of EU capital markets. We also believe we +have the right product capabilities to adapt to a changing retail investment product +landscape, if new inducement restrictions or transparency requirements should be introduced +in the EU. +Risks +Regulatory reforms, together with increased regulatory scrutiny more generally, including +ESG and other reforms have had and continue to have a significant impact on us and may +adversely affect our business and ability to execute our strategic plans. +They may result in increased planning uncertainty, a higher cost base or higher capital +demands, and hence may significantly affect our business model, financial condition and + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Outlook +23 DWS Group +The secret office supply is a "paperclip". \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_46.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_46.txt new file mode 100644 index 0000000000000000000000000000000000000000..6cff3f489e07d524fe9b9a14b33ea829c7332d0c --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_46.txt @@ -0,0 +1,82 @@ +results of operations as well as the competitive environment generally. This risk may +adversely impact our medium-term targets. +Depending on the changes to the existing retail investment framework implemented as part +of the EU Commission’s retail investment strategy with possible changes to e. g. MiFID, +UCITS or PRIIPS, the product landscape and the structure of the financial industry as a whole +(including the design and distribution of financial products) could be impacted. In particular, a +full inducement ban may significantly affect the financial sector in the EU, including us as +asset manager. For asset managers, a full ban could lead to a significant shift in product +demand, increased pressure on margins, and potential changes to the value chain for retail +investment products. +Litigation, Regulatory Enforcement Matters and Investigations +Deutsche Bank and we operate in a highly and increasingly regulated and litigious +environment, potentially exposing us to liability and other costs, the amounts of which may +be substantial and difficult to estimate, as well as to legal and regulatory sanctions and +reputational harm. Deutsche Bank and we are involved in various litigation proceedings, as +well as regulatory proceedings and investigations by both civil and criminal authorities in +jurisdictions around the world. +Among other matters: +— On 19 July 2023, Deutsche Bank, Deutsche Bank AG New York Branch, and other US +affiliates including DWS USA Corporation entered into a consent order and written +agreement with the Federal Reserve Board. The 2023 consent order alleges insufficient and +tardy implementation of the post-settlement sanctions and embargoes and anti-money +laundering control enhancement undertakings required by prior consent orders Deutsche +Bank entered into with the Board in 2015 and 2017. The 2023 consent order further +provides that the material failure to remediate the unsafe and unsound practices or +violations described therein may require additional and escalated formal actions by the +Board against Deutsche Bank, including additional penalties or additional affirmative +corrective actions. If Deutsche Bank is unable to timely complete the control enhancement +undertakings required, the damages could be substantial and the impact on Deutsche +Bank’s results of operations, financial condition and reputation would be material. Such +failures may also have material adverse consequences for us. +— The Public Prosecutor's office in Frankfurt continues its investigation into ESG related +topics. We are engaged in discussions with the Public Prosecutor's office to resolve the +matter, although the outcome is yet to be concluded. +— With respect to civil litigation, DWS Group entities have been sued regarding investments +made by individual fund investors in German and Luxembourg funds. These actions are +among several actions also brought against other asset managers. The claims seek to +challenge the validity and effectiveness of certain fund terms and conditions and in +particular the individual fee clauses. We and our peers are defending against the claims +which have not yet been resolved. Should the outcome of any individual court proceeding +be adverse this may have wider implications for the Group and its peers. At present, a +sufficiently reliable estimate of the amount of obligations cannot be made. +Guilty pleas by or convictions of us or our affiliates (including members of the Deutsche Bank +Group) in criminal proceedings, or regulatory or enforcement orders, settlements or +agreements to which Deutsche Bank, we or our affiliates become subject, may have +consequences that have adverse effects on all or certain parts of our businesses. Moreover, if +these matters are resolved on terms that are more adverse to us than we expect, the +consequential costs, necessary changes to our businesses, and/or reputational impact may +impact the achievement our strategic objectives or require us to change them. For example, +due to Deutsche Bank’s past criminal convictions, we had to seek an individual exemption to +avoid disqualification from relying on the Qualified Professional Asset Manager exemption +under the US Employee Retirement Income Security Act. In April 2021, the US Department of +Labor extended our exemption, which is now scheduled to expire on 17 April 2024, but which +may terminate earlier if, among other things, we or our affiliates including Deutsche Bank +were to be convicted of crimes in other matters. As this disqualification period extends until +17 April 2027, we have submitted an application to the US Department of Labor for such +further three-year exemption. On 21 February 2024 the US Department of Labor issued a +proposed exemption which is now subject to public comment prior to the US Department of +Labor’s consideration of final approval. Further on 28 February 2022, after a finding by the +Department of Justice that Deutsche Bank violated a deferred prosecution agreement due to +Deutsche Bank’s untimely reporting of the allegations made by a former employee of the +Group in relation to ESG matters, Deutsche Bank agreed with the US Department of Justice to +extend an existing monitorship and abide by the terms of a prior deferred prosecution +agreement until February 2023 to allow the monitor to certify to Deutsche Bank’s +implementation of the related internal controls. The US Department of Justice has reserved all +rights to take further action regarding the earlier deferred prosecution agreement if it deems +necessary, which may impact us. +Overall Assessment +We believe that the asset management industry will continue to grow over the longer term +and managers able to offer a wide range of Active, Passive, and Alternative strategies will be +able to benefit from opportunities in the market. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Outlook +24 DWS Group \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_47.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_47.txt new file mode 100644 index 0000000000000000000000000000000000000000..acdac5e53e8ab9ed4f28aa84f633787a28e7475f --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_47.txt @@ -0,0 +1,23 @@ +In 2023, we continued to work on our multi-year transformation program with the aim of +improving our standalone capabilities in three key areas – policy, corporate functions and IT +infrastructure. While such a major transformation program presents opportunities for us, it +can also have an impact on our risk profile, and, therefore, we have a quality control team +that is tasked with closely monitoring and evaluating the transformation activities to protect +our clients and our business. As a consequence, during the course of 2023, we announced +delays in the IT infrastructure project leading to another year of substantial IT build costs in +2024, which are expected to be in line with those of 2023. +We further regard our business as well positioned to capture market opportunities and +address asset management industry challenges. As illustrated above, changing market +conditions and investor needs have created significant opportunities for us and the asset +management industry, yet also require us to continuously monitor risks. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Outlook +25 DWS Group \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_48.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_48.txt new file mode 100644 index 0000000000000000000000000000000000000000..92a74e5fbee234390eb13843bae4613fa62c52c5 --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_48.txt @@ -0,0 +1,78 @@ +[Our Responsibility] +Sustainable Action +IFR Article 52 +GRI 3-3 +Our Sustainability KPIs +GRI 2-4; 203-2 +We made progress in 2023 against our sustainability KPIs and remain confident of meeting +our medium-term ambitions. ESG AuM increased driven by market movements and net flows. +Our operational emissions remain on track to meet our 2030 interim net zero target despite +an increase in travel emissions. Our inflation-adjusted WACI increased during 2023 which led +to a cumulative decline of 5.2% since 2019. Our CDP score for 2023 is B, compared to A- in +2022. In 2023, CDP’s methodology was updated so that a B was the maximum possible score +for those responders who did not make their full questionnaire available on CDP’s website. +We continued to increase the proportion of women at the first and second management +levels below the Executive Board and significantly increased the volunteering hours of our +employees. Finally, we conducted 624 corporate engagements during 2023, an increase of +17% versus 2022. Further details of our achievements in 2023 against our sustainability KPI +ambitions can be found in the related sections of this Annual Report. +Sustainability KPIs +KPI Medium-term ambition Full Year 2023 Full year 2022 +ESG AuM +1 +Continue to grow our ESG AuM through a combination of flows into existing products, flows into new products and supporting the +transfer by existing clients of their assets from non-ESG products into ESG products +€ 133.5 bn. € 117.0 bn. +Scope 1 and 2 operational emissions +2 +Achieve a minimum 46% reduction of in-scope operational emissions by 2030 compared to base year 2019 (aligned to our 2030 +interim net zero target) +(64)% (63) % +Scope 3 operational emissions (travel – + air and rail) +2, 3 +(42)% (52)% +4 +Scope 3 portfolio emissions (net zero) – +inflation adj. WACI +Achieve a 50% reduction in the inflation-adjusted WACI related to scope 1 and 2 portfolio emissions by 2030 compared to base year +2019 (aligned to our 2030 interim net zero target) +(5.2)% +5 +(6.3)% +6 +Sustainability rating Maintain or improve our CDP (Climate change) B score by 2024 B A- +Proportion of women Achieve 32% of positions at the first management level below the Executive Board held by female executives and 33% at the second +management level below the Executive Board by 2024 +36.2% – 1. level +36.3% – 2. level +34.5% – 1. level +33.0% – 2. level +Volunteer hours per employee Perform 90 minutes of volunteering on average per employee per year by 2024 104 minutes 84 minutes +Corporate engagements Conduct 475 or more corporate engagements per annum by 2024 624 532 +1 + As of period end. For details on ESG product classification, please refer to section ‘Our Responsibility – Sustainable Action– Our Product Suite’. +2 +DWS Group scope 1 and 2 operational emissions and scope 3 rail emissions are determined on a pro-rata average number of effective staff employed (full-time equivalent) basis from Deutsche Bank Group data. +3 +DWS Group flight data is sourced from Deutsche Bank Group and the associated air emissions are calculated using Deutsche Bank Group methodology. +4 +Prior year data updated due to revised methodology (previously (50%)). +5 +Refers to our AuM at the end of 2022 and emissions for 2021 compared to baseline year 2019. Further details are available in the Net Zero Annual Disclosure Base Year 2021 report +(https://www.dws.com/AssetDownload/Index?assetGuid=242d5412-cf67-4ca6-a363-7b70d585bfef&consumer=E-Library). +6 +Refers to our AuM at the end of 2021 and emissions for 2020 compared to baseline year 2019. Further details available in the Net Zero Annual Disclosure Base Year 2020 report +(https://www.dws.com/AssetDownload/Index?assetGuid=96bf52fa-b9cf-42fc-84c9-141abbacb531&consumer=E-Library). + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Responsibility +26 Sustainable Action +The secret object #3 is a "fork". \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_49.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_49.txt new file mode 100644 index 0000000000000000000000000000000000000000..2e69577b8830cadf0b512233310450a9d85d331b --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_49.txt @@ -0,0 +1,76 @@ +Our Impact on Climate Change +GRI 201-2; 3-3; 305-5 +Highlights +– Cumulative 5.2% decrease in the inflation-adjusted WACI from the 2019 baseline in the first +two years +– Publication of “DWS Coal Policy” – our new policy governing our investments in thermal +coal related activities +Management Approach +To mitigate climate change, transformation is required across all parts of the real economy. +Reflecting on our responsibilities as an asset manager, we are committed to supporting our +clients in navigating this transformation by providing our expertise and bespoke investment +solutions. +Our intention is to become climate-neutral by 2050, in line with the Paris agreement, both at +the operational and portfolio level. As a founding member of the NZAM, we have set specific +net-zero interim targets for 2030 for both levels. In navigating the path to net zero, we intend +to focus on systematic engagement with key stakeholders along the entire investment value- +chain, such as our clients, investee companies but also index providers. Further details on our +engagement can be found in ‘Our Investment Approach’, as well as in our ‘Climate Report’ in +the sections ‘Strategy – Active Ownership’ and ‘Strategy – Our Progress towards Portfolio Net +Zero’. +In our CDP disclosure in July 2023, we reported that for our assets under management in- +scope for net zero targets, the inflation-adjusted WACI had decreased by a cumulative 5.2% +from our 2019 baseline figure in the first two years. +The net zero relevant extract of our latest CDP disclosure including further details on the +methodology, metrics and reconciliation of figures can be found in our Net Zero Annual +Disclosure 2021 (h +ttps://www.dws.com/AssetDownload/Index?assetGuid=242d5412- +cf67-4ca6-a363-7b70d585bfef&consumer=E-Library). +The guiding principle of our actions towards portfolio net zero is to support the transition of +the real economy and to contribute to a real-world reduction in carbon emissions. Therefore, +engagement rather than divestment, remains our preferred mechanism. For further details on +our net zero engagements, please refer to ‘Stewardship’ in the section ‘Our Investment +Approach – Targets and Measures’. +Based on the initial SBTi methodology for Financial institutions (Version 1.0), in October 2021, +we committed to develop a science-based target to be submitted to SBTi for official validation +by October 2023 and intended to publish a Climate Transition Plan. Since then, SBTi further +evolved its methodology and issued a draft Net Zero Standard for Financial Institutions in +2023 which was followed by a public consultation. We contributed to this consultation and +now await the final Net Zero Standard that is expected to be published in 2024. As a result, in +agreement with SBTi, the initial target setting deadline was extended. In consideration of the +final standard, we will refine our decarbonization approach. +Further details on our approach to combatting climate change can be found in our Climate +Report. +Organisational Structure +Our sustainability governance starts with the Executive Board, which has the overall +responsibility for managing sustainability-related risks and opportunities. The Executive Board +is supported by the Group Sustainability Committee, which is empowered to take decisions to +implement our sustainability strategy. The Sustainability Oversight Office supports the Group +Sustainability Committee and aims to ensure effective sustainability governance. Further +details are outlined in our ‘Climate Report – Governance’ in the section ‘Supplementary +Information’. +Opportunities and Risks +As a corporation and fiduciary asset manager, we are committed to measuring, analysing and +managing all material opportunities and risks, including those that relate to climate change. +The policy on ESG integration in the risk management framework (formerly titled +“Sustainability Risk Management Policy”), describes how sustainability risks, including climate +risks, are integrated into our risk management framework. It requires sustainability risks to be +incorporated into our operating model for impacted risk types and business functions. In +2023, we revised the policy by specifying in more detail the consideration of adverse impacts +to the environment and society. +We identified several risk types and dimensions either affecting ourselves or investors that are +impacted by sustainability factors, including climate. This includes investment risks in DWS +managed products related to climate transition and physical climate events, and corporate +risks from our strategic decisions and reputation in the market. Based on their relevance and +materiality, we integrate climate-related risks in our risk management processes. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Responsibility +27 Sustainable Action \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_5.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_5.txt new file mode 100644 index 0000000000000000000000000000000000000000..1a44deac41c26b0b9387689f33f95714170342ac --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_5.txt @@ -0,0 +1,41 @@ +aim is to initially develop a comprehensive suite of exchange-traded commodities on certain +digital assets in Europe. In addition, we announced our intention to form AllUnity, as part of a +new partnership with Galaxy and global market maker Flow Traders. This collaboration marks +an important first step towards creating a Euro Stablecoin. +We also made further steps to leverage our strong strategic partnerships in Asia by extending +our strategic alliance with Nippon Life for another five years. Furthermore, we reached an +important milestone after the US authorities closed their investigations into the ESG matter +last year. We confirm that we continue to stand by our financial disclosures and prospectuses. +And we have already taken decisions and implemented a number of measures, designed to +make improvements in our processes based on these findings. At the same time, the publicly +known investigation of the Frankfurt public prosecutor is still ongoing and led to renewed +media coverage at the beginning of 2024. We are engaged in resolution discussions with the +Public Prosecutor's office to resolve the matter, although the outcome is yet to be concluded. +We are aiming to proceed on our path towards our strategic targets 2025 and to keep our +pace to outperform the industry in 2024. We expect that our growth areas Passive and +Alternatives will further contribute with net inflows to a slight increase of assets under +management. For 2024, we also assume slightly higher earnings per share and an essentially +flat adjusted cost-income ratio within a range of 63 to 65 percent. +Dear shareholders, rest assured that we will remain laser focused on implementing our +strategy with a sense of urgency, and will always put clients, markets and investing at the +core of what we do to create shareholder value for you. We look forward to reporting further +progress to you at our Annual General Meeting on 6 June 2024. +Sincerely yours, +Dr Stefan Hoops +Chief Executive Officer + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Letter of the Chief Executive Officer +III \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_50.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_50.txt new file mode 100644 index 0000000000000000000000000000000000000000..08afeb912f13d6b47a991ec98291eb6f77892a94 --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_50.txt @@ -0,0 +1,77 @@ +Further details on our integration approach for sustainability risk can be found in the section +‘Risk Report – Risk Framework – Risk Management – Sustainability Risk and Adverse Impacts +to the Environment and Society’ and climate-related opportunities and risks are further +elaborated on in our ‘Climate Report’. +Targets and Measures +Extract of our latest NZAM annual disclosure including further details on methodology, metrics and +reconciliation of figures +Assets under management in-scope for net zero +commitment +€ 302.9 billion or 36.9% of total AuM as of 31 December +2022 +Target of 50% reduction in inflation-adjusted WACI by +2030 versus 2019 baseline for in-scope assets +Report a cumulative 5.2% decrease from the 2019 baseline in +the first two years +We apply the inflation-adjusted WACI instead of the standard WACI to strip out the effect of +price increases from the decarbonisation metric. Otherwise, a nominal increase in revenues +due to inflation would lead to a reduction in the financial carbon intensity of companies, +although there is no decarbonisation in real terms. The surge in inflation in recent years has +highlighted the importance of adopting this approach. +In the 2019 baseline, the WACI amounted to 170.5 tonnes of CO2 equivalents per million USD +of revenue (“tCO2 e/mnUSD”). In 2021, this changed to 154.5 tonnes of CO2 e/mnUSD. +Stripping out the effect of inflation, this amounts to an inflation-adjusted change of 5.2% over +two years. +Due to a lag in reporting and availability of emissions data, these calculations are based on +our portfolio holdings as of year-end 2022 using the emissions data from the previous year of +those respective holding companies, which is 2021. Similarly, the baseline figure was based +on year-end 2020 portfolio holdings and 2019 emissions. +The main drivers for change in WACI of our portfolios is the combined result of three main +underlying effects: +— Changes to portfolio holdings due to fund flows, market movements, or other portfolio +considerations +— Changes to the carbon intensity of holding companies themselves +— Changes to our product mix, i. e. existing products being closed or new product launches +Throughout 2023, we continued with our climate-related activities and disclosures as +described by the Task Force on Climate-related Financial Disclosures (TCFD). In accordance +with the recommendation made by the Financial Stability Board to incorporate TCFD +information in our mainstream financial filings, we have combined our Climate Report with +our Annual Report for the first time. As such, all further information on our climate-related +activities can be found in the ‘Supplementary Information’ to this report. +Biodiversity and Water +GRI 3-3 +Highlights +— We started a project to lay the groundwork to address biodiversity risks. +— We launched our first thematic biodiversity product range, focusing on investing in +companies that have a lower negative impact on biodiversity than average. +— We published new research reports in the context of water and oceans. +Our Management Approach to Biodiversity and Water +Introduction +In line with Taskforce on Nature-related Financial Disclosures and Network for Greening the +Financial System definitions, we consider the term “nature” as all life on earth (i. e., +biodiversity), together with the geology, water, climate, and all other inanimate components +that comprise our planet. Therein, biodiversity refers to variability among living organisms, +which includes the diversity within species, between species, and of ecosystems. +Actions Taken in 2023 +As biodiversity has increasingly come onto the agenda of investors, we started a project in +collaboration with the World Wide Fund For Nature Germany to increase understanding and +build up capabilities to address biodiversity opportunities and risks. In this project, we are +working on three pillars: +— Thought leadership: Publication of research reports to enhance the understanding of +biodiversity dependencies, risks, and impacts, in investments. +— Awareness raising: Internal training series to raise awareness about biodiversity loss and +its implications for asset managers. +— Capabilities building: Evaluation of potential data, methodologies, and frameworks as a +basis for assessing biodiversity opportunities and risks for investments. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Responsibility +28 Sustainable Action +The secret flower is a "sunflower". \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_51.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_51.txt new file mode 100644 index 0000000000000000000000000000000000000000..66ffe4626bf4e3d7257187c18d98015e2edbfbf1 --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_51.txt @@ -0,0 +1,73 @@ +Our Approach to Biodiversity +Already in 2022, the DWS Research Institute highlighted the growing importance of the Earth +systems’ nexus of climate, biodiversity, land, water and oceans, for the investor agenda. This +laid the foundation for the latest research report published in 2023. +Biodiversity-related metrics are already part of our overall scores within our ESG Engine, for +example our metrics on sustainable land and agricultural use or SDG 15: Life on Land. In +addition, as part of our disclosure on Principal Adverse Impacts (PAI), our legal entities in +scope of SFDR report on biodiversity-related factors (e. g., PAI 7 “activities negatively +affecting biodiversity-sensitive areas”). +Based on our engagement framework for DWS Investment GmbH, DWS International GmbH, +DWS Investment S.A. and DWS CH AG we had a number of investee engagements focused on +biodiversity and deforestation topics in 2023. +In 2023, we launched our first biodiversity-themed product range with three Xtrackers ETFs. +The listed index funds provide exposure to equities exhibiting lower biodiversity-related risk +relative to their sector peers and exclude business activities negatively impacting biodiversity. +Our Approach to Water and Oceans +In 2023, the DWS Research Institute published reports on the hidden costs of water pollution +and implications of temperature increases in the oceans. +Water-related metrics are part of our overall scores within our ESG Engine, for example the +water risk and opportunities score (within climate and transition risk assessment). +Water has been a regular topic in our engagement activities, specifically setting out +expectations for better water-related disclosure practices, third-party certifications to verify +positive impacts on water, or engagement with suppliers to improve their capacity to comply +with the company’s water-related polices. In 2023, a number of company engagements +focused on water and blue economy topics. As part of our membership in the Valuing Water +Finance Initiative, we continued to engage with a European apparel company. In that context, +we also conducted a webinar in collaboration with Ceres on the initiative’s progress in +engaging with water intensive and polluting companies. +Organisational Structure +Biodiversity and water topics are managed by various teams in a multi-disciplinary approach. +Our Product Suite +Highlights +– Our ESG framework for actively managed retail funds domiciled in the EU has been further +enhanced through the adjustment of our ESG filters. +– The Xtrackers business further broadened the European-domiciled ETF product line-up with +additional social, climate, and biodiversity themed offerings. +– As a strategic business priority, we aim to support the transformation of European +economies to meet increasing demand for private capital and bridge financing gaps. +Management Approach +As outlined in the section ‘Our Strategy and Our Market – Our Strategy’, we updated our +sustainability strategy in 2023. Subsequently, within the Product Division, dedicated +initiatives and working groups have been established to implement this strategy on the +product level. +Most of our European domiciled actively managed retail funds continue to apply one of two +DWS ESG filters: “DWS ESG Investment Standard” or “DWS Basic Exclusions”. The “DWS +Basic Exclusions” filter represents our basic approach to incorporating certain exclusions in +the investment policy of the relevant fund. Products applying this filter only are excluded from +the 2023 ESG AuM number. The “DWS ESG Investment Standard” filter enhances the +exclusions in comparison to the “DWS Basic Exclusion” filter. Products applying this filter are +included in the 2023 ESG AuM number. +In 2023 we further amended the DWS ESG filters taking into account amongst other topics +the requirements of our DWS Coal Policy. For funds reporting under Article 8 and 9 SFDR we +also excluded companies without ESG data coverage in the “DWS Norm Assessment” to +ensure compliance with good governance practices. Additional adjustments in the “DWS ESG +Investment Standard” filter include the introduction of new exclusions in controversial sectors +as well as the introduction of the “UN Global Compact Assessment”. +Over the course of 2023, the Xtrackers business continued to increase the number of +European-domiciled ETFs which promote environmental or social characteristics with the +launch of 26 new ETF sub-funds disclosing under Article 8 SFDR. +Such product launches included the expansion of the range of ETFs investing in companies +related to the achievement of the United Nation’s SDGs, additions to ranges of Climate +Transition and Paris-Aligned ETFs, in line with the relevant EU Climate Benchmark Delegated + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Responsibility +29 Sustainable Action \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_52.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_52.txt new file mode 100644 index 0000000000000000000000000000000000000000..6bdf1075e698a87d7aa0f198375e9768f1200369 --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_52.txt @@ -0,0 +1,73 @@ +Regulation, and the establishment of the Xtrackers Biodiversity Focus SRI suite which aims to +enable investors to reduce the risks associated with the decline in biodiversity. +Throughout 2023, we further increased the number of illiquid Alternatives funds which +promote environmental or social characteristics and report under Article 8 SFDR. +The aim to support the transformation of European economies is a key strategic business +priority for 2023 and beyond. We aim to meet the increasing demand for private capital and +bridge financing gaps in strategically important areas of transformation. On this basis, in 2023 +we started to leverage existing products as well as develop a family of dedicated investment +solutions that focuses on different aspects of the European transformation. In addition, +together with the Frankfurt School of Finance & Management, we established the “Centre for +European Transformation” to support political and economic decision-making and thus to +promote transformation and growth in Europe with our political partners. +Our Alternatives business is continuously looking to play an active role in supporting the +climate transition by mobilising private capital to transform European small and medium +enterprises, commercial and residential real estate as well as infrastructure in the region. In +2023, we developed climate dedicated transition strategies across our real assets' platform +and further expanded our new product pipeline to meet increasing investor demand. +Organisational Structure +The Product Division is a global function positioning the product suite as the key differentiator +and strategic instrument for growth in an increasingly competitive asset management +industry. +The Global Head of Product is an Executive Board member and leads the Product Division. +The Product Division is organized around functions and regions and owns processes across +the product lifecycle: Starting from the product specific strategic planning process, product +development, and product launch, the Product Division also steers and manages the product +suite. +Dedicated ESG teams within the division support our internal investment teams and external +clients in providing ESG information, analysis, and investment solutions. +Opportunities and Risks +ESG regulation continues to evolve rapidly, particularly in the EU. There is interpretation and +clarification of these new regulations as well as the expectation of further regulatory +requirements which will continue to influence product design, disclosure and reporting with +respect to ESG components. Further divergence of regulatory regimes between different +regions could increase challenges on global asset managers but we aim to continue aligning +our product suite to these evolving regulatory and industry standards. +Efforts to make global supply chains more resilient against shocks are adding to inflationary +pressure, among other factors. Geopolitical risks could impact global markets and therefore +our product suite. Against this background, we will continuously aim to diversify and evolve +our product suite to address these risks. +We see interest in climate related products, particularly climate transition, which could +provide opportunities for us as an asset manager. +Targets and Measures +Based on our global ESG Framework, the following products were considered as ESG AuM as +at the end of 2023: +– Liquid actively managed products: retail mutual funds which follow the “DWS ESG +Investment Standard” filter, or have a “sustainable investment objective”, and US mutual +funds which have been labelled as ESG and seek to adhere to an ESG investment strategy. +– Xtrackers ETFs which apply a screen comparable to the “DWS ESG Investment Standard” +filter, or which track indices that comply with the EU Benchmark regulation on EU Climate +Transition Benchmarks and EU Paris-Aligned Benchmarks, or have a “sustainable +investment objective”, and other liquid passively managed funds which have been labelled +as ESG and/or seek to adhere to an ESG investment strategy. +– Liquid mandates or special funds for institutional clients or white label products in-scope of +SFDR and that report pursuant to Article 8 SFDR which follow the “DWS ESG Investment +Standard” filter or a comparable ESG filter aligned with the client or which are in scope of +SFDR and report pursuant to Article 9 SFDR. +– Liquid mandates or special funds for institutional clients or white label products which are +out of scope of SFDR but comply with certain of the “General Industry Standards and +Guidelines for Sustainable Investing”. +– Illiquid products which are in scope of SFDR and report pursuant to Article 9 SFDR +– Illiquid products which are out of scope of SFDR but which have a “sustainable investment +objective”. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Responsibility +30 Sustainable Action \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_53.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_53.txt new file mode 100644 index 0000000000000000000000000000000000000000..a8db8583e2c273823e9d4974fc592fbe06e47294 --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_53.txt @@ -0,0 +1,77 @@ +ESG AuM (according to our ESG framework) +in € m. 31 Dec 2023 31 Dec 2022 +ESG AuM – Active 88,212 81,263 +ESG AuM – Passive including Xtrackers 43,333 34,193 +ESG AuM – Alternatives 1,954 1,552 +Total ESG AuM (according to our ESG framework) 133,499 117,007 +Our Investment Approach +GRI 2-23; 2-24 +Highlights +– In the PRI assessment for the reporting year 2022, we reached 5 stars in two modules and 4 +stars in nine modules of the 12 PRI assessment modules relevant for us. +– In 2023, we continued to operate our engagement framework and have now included +DWS CH AG in addition to DWS Investment GmbH, DWS International GmbH and +DWS Investment S.A. Those entities conducted a total of 624 engagements. +Management Approach +We were among the early signatories of the United Nations-backed PRI, which we joined in +2008. As a consequence, we have processes, commitments and policies in place that are +designed to incorporate ESG factors into the investment process. +Organisational Structure +The CEO also heads the Investment Division. +The Investment Division is organised by investment approach (Active, Passive including +Xtrackers and Alternatives) and regions (Americas, EMEA, APAC), each with tailored +approaches to the incorporation of ESG factors in the investment process. +The CIO for Responsible Investments reports into the Global Head of Portfolio Management – +Public Markets. The CIO Office for Responsible Investments supports ESG incorporation for +the investment platforms of Active, Passive including Xtrackers and Alternatives. The CIO +Office for Responsible Investments includes: +— Corporate Governance Center +The Corporate Governance Center is organised by regional focus areas to account for +varying market practice standards and proxy voting operational procedures. For our largest +management companies in Europe, the Corporate Governance Center defines our +proprietary standards and expectations for good corporate governance for our portfolios +and mandates according to the pooled voting rights agreements between DWS Investment +GmbH, DWS Investment S.A. and for specific portfolio management mandates of DWS +International GmbH. For our other legal entities that may have their own processes and +policies in place, the Corporate Governance Center provides guidance and support on +relevant stewardship topics. +Our corporate governance understanding builds on over 30 years of experience as active +owners and is based on relevant national and international legal frameworks and +associations (e. g., German Corporate Governance Code, the UK Corporate Governance +Code, International Corporate Governance Network and the Group of Twenty/OECD +Principles of Corporate Governance). We actively participate in relevant national and +international investor working groups, as well as providing our input on German and +European regulatory consultations. +— ESG Integration team for Active Investment Management +The ESG Integration team for Active Investment Management enables investment +professionals to integrate material ESG factors into the Active investment process. The +team also conducts engagements as part of the engagement framework for selected +holdings of our portfolios and mandates of DWS Investment GmbH, DWS Investment S.A. +and DWS CH AG and for specific portfolio management mandates of DWS International +GmbH. +– ESG Engine and Solutions team +The ESG Engine and Solutions team is responsible for the design and implementation of +DWS ESG methodologies within our proprietary ESG Engine. The ESG Engine produces key +assessments, which are the basis for DWS ESG investment strategies (referred to in the +section ‘Our Product Suite’) and for ESG integration activities. The ESG Engine collects data +from various sources including leading commercial ESG vendors. For the asset classes +where data are available, the data are standardised and aggregated to yield ESG +assessment scores and grades which are used by different functions within DWS. The ESG +Engine and Solutions team owns the validation of the results produced by the ESG Engine +in regular update cycles. Throughout 2023, we used five external commercial ESG data +providers: MSCI ESG, Morningstar Sustainalytics, ISS ESG, S&P TruCost, and ESG Book. The +data are made available to research analysts and portfolio managers for liquid assets +through the Aladdin platform and provides support to research, investment decision +making and for managing ESG strategies. The use of the ESG Engine and the scope of +application remained unchanged throughout 2023. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Responsibility +31 Sustainable Action \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_54.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_54.txt new file mode 100644 index 0000000000000000000000000000000000000000..7342365d91473d577cea0cf7813ac48cb7075613 --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_54.txt @@ -0,0 +1,81 @@ +Involvement of our Research Institute +Our Research Institute is responsible for producing research on key investment themes, ESG +thematic reports and DWS’s long view ten-year return forecasts. The team acts as a key +channel for delivering thematic research reports produced in the investment teams across the +Group. In 2023, the ESG Thematic Research team continued to publish reports on solutions to +European Transformation such as electrification of transport, alternative fuels, energy +efficiency, and direct lending to small and medium sized companies. The Research Institute +also continued its focus on nature by publishing articles on fresh water and the oceans and +the first of a series of reports on biodiversity focused on regulations. The third report on ESG +in Strategic Asset Allocation was also published. Reports were also published to support new +Xtrackers product launches on thematic investing, green infrastructure, semi-conductors, +cybersecurity, critical technologies and navigating the climate indices as well as European +carbon allowances. +Opportunities and Risks +Human Rights and Norm Assessment +In recent years, countries such as Germany, France, UK, and Australia made laws on +corporate accountability for topics such as human rights, which require larger companies to +identify risks related to violation of human rights and environmental destruction. The United +Nations Guiding Principles on Business and Human Rights clearly expect companies to +operate to a higher international standard where national laws do not sufficiently respect +human rights. +Investee companies can have an impact on the human rights of their employees and workers +along their value chain as well as local communities. We incorporate the obligation to +consider human rights issues in relevant internal policies and frameworks. Additionally, our +norm assessment incorporates, among other factors, human rights controversies. These +norm assessments are available to our investment professionals so that they can integrate +these signals and material risks into the preparation of engagement discussions, investment +research analysis and subsequently into investment decision making. Furthermore, we also +carried out thematic engagements on human rights in Myanmar and Belarus in 2023. Please +refer to the next section for respective international norms and guidelines applied in the +process. +ESG Data +Given the rapid changes taking place in the world of ESG, we have processes in place that are +designed to incorporate changes into the ESG Engine in a reasonable time. Such processes +are required, for example, to enable us to meet specific client needs, or comply with +developments in regulatory reporting requirements. The processes are run by the ESG Engine +and Solutions Team and under the governance of the ESG Methodology Council. +Targets and Measures +Incorporation of ESG in the Active Investment Process +Our policies and procedures are regularly reviewed and updated where necessary. The +Investment Division’s policies and statements are guided by the PRI Initiative, client needs, +regulatory requirements, other initiatives and stakeholder views including NGO’s. +Some of these policies and statements apply globally, others are regional and/or national in +scope or only applicable to certain portfolio management teams. The applicability is a +function of the nature of the matter concerned and and relevant market standards. +Investment professionals, for the relevant legal entities within Active, are subject to the ESG +Integration Policy for Active Investment Management. Jurisdictional differences, as well as +different regulatory requirements, may lead to differences in the implementation of the policy. +However, our investment professionals are expected to be aware of material ESG matters +and, subject to the foregoing differences to comply with internal processes and legal, +contractual, and regulatory obligations. +Stewardship +The Corporate Governance Center +In line with our commitment to fostering good corporate governance and in accordance with +our stewardship approach for our largest management companies in Europe (DWS +Investment GmbH, DWS Investment S.A. and for specific portfolio management mandates of +DWS International GmbH), we sent an annual pre-season letter to more than 3,700 investee +companies early in the year. The letter elaborated on key changes to our Corporate +Governance and Proxy Voting Policy prior to the proxy voting season. During the 2023 proxy +voting season, we raised questions at a total of 70 shareholder meetings, as published at +https://www.dws.com/en-gb/solutions/sustainability/corporate-governance/ +. The team also +sent individualised post-season letters to more than 850 of our investees. These letters +highlighted where we voted against management recommendations that failed to comply +with the DWS Corporate Governance and Proxy Voting Policy. +One of our priorities in 2023 was to progress on our 2020 net zero commitment. In support of +our ambition, we continued to send thematic engagement letters to 80 additional companies +with high WACI portfolio contribution in 2023. In the letter we set out our expectations, +informed the companies of our voting strategy and requested detailed information about their + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Responsibility +32 Sustainable Action +The secret animal #3 is a "shark". \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_55.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_55.txt new file mode 100644 index 0000000000000000000000000000000000000000..3efae338046946b294e28ea0a67501c427382ed5 --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_55.txt @@ -0,0 +1,72 @@ +net zero strategies. In 2023, as part of our thematic net zero engagement programme, we +conducted 214 dedicated net zero engagement activities. +In line with our new DWS Coal Policy, we sent engagement letters to 27 investee coal +companies, communicating the relevant aspects of the DWS Coal Policy and our expectations +that they accelerate their phase-out from coal and publish transition plans by end of 2025 at +the latest. More details can be found in our Climate Report in the section Our Progress +towards Portfolio Net Zero. +We regularly review and update our Corporate Governance and Proxy Voting Policy for DWS +Investment GmbH, DWS International GmbH and DWS Investment S.A. to reflect +developments in regulation and/or market best practices. In 2023, the changes covered +decarbonisation shareholder proposals, executive compensation, and Japan, among others. +Examples of changes are: +Say on Climate and Shareholder Proposals on Decarbonisation: +A new section in our Corporate Governance and Proxy Voting Policy lays out our minimum +expectations on carbon transition plans including oversight of climate issues, TCFD reporting +and setting targets that cover all relevant emissions based on a credible science-based +methodology. We have further expanded our expectations towards our investee companies +on the following topics: +— thermal coal phase-out +— inclusion of emissions reduction targets into the executive compensation plans +— CAPEX alignment with their respective GHG emission reduction target +— climate lobbying for investee companies with high carbon exposure +Executive Compensation: +In the context of challenging economic conditions, our amendments focused on pay-for- +performance alignment and appropriate pay structures, such as performance metric selection +within the annual bonus and long-term incentive plan and fixed salary increases. +Japan: +We reviewed our expectations for large-cap Japanese investee companies given the +development of corporate governance topics in the Japanese market. We still expect at least a +majority of independent board members and 25% female board representation for prime- +listed companies. +ESG Assessment Activities +The ESG Engine activities are driven by the business, regulation and clients' demands and are +monitored by the ESG Methodology Council. +The focus in 2023 was on streamlining the governance processes around the ESG Engine and +to support the Product Division in their restructuring of DWS investment guidelines pertaining +to ESG investments. In addition, core ESG methodologies were reviewed and/or revised as +well as validated by the DWS Model Risk Validation team. +The quality and actuality of ESG assessments provided by the ESG Engine is reviewed by the +Sustainability Assessment Validation Council upon request. In 2023, there were 216 reviews +including 24 downgrades, and 10 upgrades. +ESG Integration Activities +In 2023, the ESG Integration team continued to support the investment platform in several +areas. It: +— introduced a comprehensive control framework that is designed to ensure compliance with +the ESG Integration policy for Active Investment Management. +— continued to engage with investment professionals on ESG integration topics. +— provided global training sessions on new ESG methodologies, updated policies, and +preparation for ESG analyst certification. By the end of 2023, an additional 346 colleagues +qualified as certified ESG analysts (please refer to the section ’Our Responsibility – +Entrepreneurial Spirit’ for further details). +— continued with sector global materiality workshops to assist investment professionals in +their identification of material ESG issues. +Our Engagement Framework +We continue to operate an engagement framework for DWS Investment GmbH, DWS +International GmbH, DWS Investment S.A. and included DWS CH AG in 2023, which is +designed to define engagement targets and track engagement outcomes for our investees. +The engagement framework is supported by a regional Engagement Council which meets on +a regular basis to discuss and review engagement related topics. The Engagement Council +members also discussed changes to the engagement priority list, based on the selection +criteria and reviewed relevant thematic engagement letters. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Responsibility +33 Sustainable Action \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_56.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_56.txt new file mode 100644 index 0000000000000000000000000000000000000000..c2784dfa4f994c5d8ca99b429d6d801fe998d383 --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_56.txt @@ -0,0 +1,97 @@ +For the DWS equity holdings that are in the scope of our Corporate Governance and Proxy +Voting Policy applicable to the pooled legal entities (as executed by DWS Investment GmbH), +624 engagements were conducted in 2023. +Proxy Voting Activity +In 2023, for funds and mandates domiciled with our legal entities in Europe and Asia, we +submitted votes at a total of 5,646 general meetings at 4,068 investee companies across +62 markets. This is an increase of 40% of companies voted compared to 2022. +These meetings represented approximately 95% of our equity assets under management in +Europe and Asia. For the mutual funds domiciled in the US, we also exercise voting rights for +all equity holdings and in 2023, we voted at a total number of 9,354 meetings. +Proxy voting and corporate engagements +2023 2022 % change +Proxy voting: +For mandates and funds domiciled with our legal entities in +Europe +1 + and Asia +2 + (submitted votes +3 +) 5,646 3,857 46 +Companies votes submitted to +3 + 4,068 2,897 40 +For mandates and funds domiciled with our legal entities in the US +(submitted votes) 9,354 9,340 0 +Companies votes submitted to 6,791 6,777 0 +Annual General Meeting attendance/questions sent to +company boards for virtual/physical shareholder meetings for +funds and mandates domiciled in Europe +1 + 70 64 9 +Corporate engagements for funds and mandates domiciled in +Europe +4 + 624 532 17 +1 + DWS Investment GmbH (with discretion to vote for certain assets under management of DWS International GmbH, +DWS Investment S.A. (including SICAVs and PLCs) based on delegation agreements). Other DWS legal entities may +have their own voting process based on different local regulatory requirements. +2 + DWS Investment GmbH acts as a proxy advisor for the two separate DWS legal entities in Hong Kong (DWS +Investments Hong Kong Ltd.) and Japan (DWS investments Japan Ltd.), for which DWS Investment GmbH provides +voting recommendations and the voting rights and voting execution lies with the respective Hong Kong and Japan +entity. +3 +Of these, votes at 59 meetings at 55 companies were rejected. Out of these 55 companies, 4 companies had other +successfully voted meetings. +4 +The engagement framework applies to the following legal entities: DWS Investment GmbH, DWS Investment S.A. +(including SICAVs and PLCs), for certain assets of DWS International GmbH and DWS CH AG. +More details on our engagement and proxy voting activities for 2023 can be found in our DWS +Stewardship – Engagement and Proxy Voting Report 2023, once published. For details about +Stewardship in 2022, please see https://www.dws.com/AssetDownload/Index? +assetGuid=85963db4-1682-4369-8172-78b917aa0ece&consumer=E-Library +Contribution to Action on Climate Change +GRI 201-2 +Throughout 2023, we continued to focus on fundamental ESG thematic research, engaging +with third parties and ensuring that ESG themes are discussed in the DWS CIO View. Various +topics including physical climate risks and Sustainable Development Goals (SDGs) were part +of our CIO Day. +ESG in Alternatives +Illiquid investments comprises direct investments into unlisted real estate, infrastructure +(both via debt or equity) and private equity. The inherent differences between the liquid and +illiquid asset classes require that the approach to incorporating ESG for Alternatives be +tailored specifically to the relevant Alternatives asset classes as outlined in the sections +below. In general, the incorporation of ESG into the illiquid investment process takes place +during investment due diligence and portfolio management. +ESG in Real Estate Investments +GRI 203-1 +Our real estate business recognises the importance of identifying, assessing, and managing +sustainability-related risks and opportunities as an integral part of conducting business. DWS +Real Estate focuses on the following ESG aspects, which are material for real estate equity +and/or debt investments: transitional (e. g., a building’s energy efficiency), physical (e. g., +flooding risk), social norms (e. g., well-being sustainability rating) and governance (e. g., third- +party risk rating of a debt sponsor). These ESG aspects can present both risks and +opportunities for the financial performance of real estate assets, and investments may have +positive and negative environmental and social effects. +Therefore, DWS Real Estate takes a fiduciary-led approach to ESG aspects and sustainability +performance in private real estate investment management, defining a range of operation +between ESG and financial risk boundaries. The ESG risk boundary relates to risks where +appropriate actions to assess and manage ESG aspects, if not undertaken in good time, could +result in negative impacts on sustainability and long-term expected financial performance of +the asset or portfolio. The financial risk boundary relates to negative effects of inappropriate +sustainability actions (e. g., actions that are ill-timed, or too extensive) on compliance with the +investment objectives. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Responsibility +34 Sustainable Action \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_57.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_57.txt new file mode 100644 index 0000000000000000000000000000000000000000..af41feefbeefc3a15decb30ffc49ef90f9d0f8c8 --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_57.txt @@ -0,0 +1,76 @@ +DWS Real Estate has identified eight sustainability topics, which are most relevant for real +estate investment management, and grouped them into the following four sustainability +themes: +— Resilience, encompassing efficiency in construction and operation, and asset adaptation to +external conditions +— Well-being, encompassing physical and mental occupant comfort and air quality +— Nature, encompassing circularity in buildings and protection of ecosystems from pollution +— Community, encompassing housing affordability and stakeholder engagement +Sustainability objectives on portfolio level are considered in relation to the investment +strategy, contractual financial requirements, market and regulatory conditions and specific +client expectations and formalized in a portfolio-specific sustainability strategy. ESG aspects +and sustainability performance are important elements of consideration in each phase of the +real estate investment process. This includes both risks and opportunities analyses informing +acquisition, asset management and disposal decisions. Identified actions are assessed +against accretive returns objectives and integrated in sustainable asset management plans +accordingly. +Sustainability Benchmarking and Certification in Relation to Real Estate +In order to provide transparency to our investors, we report into the Global Real Estate +Sustainability Benchmark (GRESB), which provides an independent assessment of portfolios +and funds using a peer-based approach and scoring based on several ESG metrics. In 2023, +we reported 20 individual portfolios to GRESB, covering USD 61.8 billion AuM. +Aggregated across all portfolios, using the GRESB analysis feature, in 2023 we achieved a +30/30 Management score, compared to the GRESB average of 28. Management component +covers governance categories such as leadership, policies, reporting and stakeholder +engagement. Furthermore, the aggregated portfolio achieved a performance score of 51/70, +as compared with the GRESB average of 52. Performance component measures issues such +as certifications and ratings, carbon, energy, water and waste performance. Eight portfolios +achieved four-star GRESB rating (five stars is the highest rating). In addition, all 20 portfolios +achieved Green Star recognition. Other than the GRESB Rating, which is a relative rating, the +GRESB Green Star is a rating on absolute performance. For more information, please see +https://www.gresb.com/nl-en/faq/what-is-a-green-star/. +ESG in Infrastructure Investments +GRI 203-1 +We seek to incorporate ESG considerations into the investment framework of the +Infrastructure business at all stages of the investment lifecycle for equity investments, from +the initial screening and due diligence to the asset management and exit stages. During the +holding period, we monitor the ESG attributes of the investments through the regular +reporting of KPIs to us from the portfolio companies, and through completion of the annual +GRESB Infrastructure benchmarking assessment at both fund and asset level. The KPIs cover +ESG issues such as carbon footprint, water usage, health and safety indicators and diversity +and inclusion metrics at both staff and board levels. Our due diligence also considers +governance topics such as fraud, bribery, sanctions and compliance, as required. Findings +from the due diligence phase are incorporated into the Investment Committee paper and +presented to the Investment Committee for consideration. +The Infrastructure business also places emphasis on reporting, producing an annual +Sustainable and Responsible Investment report for investors. Infrastructure achieved a 5* star +rating in the UN PRI assessment for the calendar year 2022 which was published in 2023. +During 2023 we updated the Environmental and Social Management System under which the +business operates in order to reflect changes in the ESG environment and to strengthen our +procedures. It has also been updated to reflect our obligations under SFDR and investor +requirements. The Environmental and Social Management System applies to potential and +existing portfolio investments in infrastructure equity. Furthermore, it also creates a process +for regular engagement with portfolio companies on ESG matters and a framework for their +regular reporting to us. +As a result of this regular reporting and engagement, we aim to help drive improvements in +ESG metrics and performance at our portfolio companies with a view to improving the +businesses' sustainability credentials and to create value. +The infrastructure approach to ESG is summarised by the following 3 pillars: +– Governance: The Infrastructure business is governed by the Environmental and Social +Management System, which provides the overarching framework, processes and +governance for our ESG integration approach in Infrastructure. +– ESG assessment process: We have an ESG checklist which should be completed during the +acquisitions process for all prospective equity investments. The findings should then be +incorporated in the Investment Committee memo. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Responsibility +35 Sustainable Action +The secret instrument is a "piano". \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_58.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_58.txt new file mode 100644 index 0000000000000000000000000000000000000000..4ae45a2b35736345055b42e38c338d35958c11f5 --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_58.txt @@ -0,0 +1,65 @@ +– Monitoring: As part of the asset management process, we seek to collect data on key ESG +metrics within each of the operating companies. This information is then used to better +refine our asset management strategies and is also reported to our investors in the form of +a Sustainable and Responsible Investment Report. Certain KPIs, such as those around +occupational health and safety, are also embedded into the performance review process for +the operating companies. +The infrastructure debt business, in collaboration with our research teams, developed a +bespoke proprietary ESG scoring methodology, which has been in use since 2021. The +methodology supports the overall investment process and ongoing monitoring of +environmental risks. It is designed to guide the ESG due diligence process and to assign an +ESG assessment to each potential investment, based on a pre-defined set of ESG KPIs, which +are sourced from the borrower/sponsors, external advisors or public sources. +ESG in Sustainable Investments Funds +Our Sustainable Investments team creates solutions for institutional, private investors, +development banks, and governments, who share common social and environmental +investment objectives and seek attractive financial returns. The business is organized around +three components: +— Financial Inclusion/Microfinance +— Social Enterprise Financing (agriculture, health, and energy) +— Energy Efficiency/Renewable Energy +The Sustainable Investments team represents experienced global investing capabilities that +include several regionally-focused strategies in Europe, Africa, and Asia. +Client Commitment +GRI 2-25; 2-26; 3-3 +Highlights +– After two years virtually, the “DWS Investmentkonferenz” took place in person again +– Client satisfaction survey for top clients shows very good results +– The overall volume of client complaints trended significantly down +Management Approach +The Client Coverage Division aims to serve the investment needs of clients across all +segments and regions by offering tailored portfolio management services. We aim to build +long-term and trusted client relationships, deliver the best investment solutions and the +highest quality client service. We conduct business in accordance with our fiduciary duties +and in the best interest of our clients. Our relationship managers work collaboratively with +product specialists, portfolio managers, and client service specialists to bring suitable +investment products and solutions to our clients. We provide ongoing training to our staff on +various topics, including investment research, macroeconomics, ESG and new product +solutions, with the aim of best serving our clients. As we did in previous years, we also +continue to provide seminars, conferences and webinars to our clients. +We refer to institutional investors and intermediaries as clients, also for the purpose of this +report. The terms “end-users” and “consumers” relate to retail investors. Those are not clients +of DWS, but investors into our mutual funds and ETF products and therefore not in scope. +Organisational Structure +We interact with our clients in various ways and formats seeking continuous dialogue. +The Division has global presence with relationship managers in Germany, EMEA, APAC and +the US. We have over 30 locations spread across all regions and thus offer our clients contact +with relationship managers on site. The Division's leadership team spans across all regions +and our asset classes Active, Passive including Xtrackers and Alternatives. +In addition to daily interactions, there are several important client events. After two years on a +virtual basis, one of our largest client events, the “DWS Investment Conference”, took place at +the Alte Oper in Frankfurt am Main with around 1,200 registered participants. In May 2023, +the “Investorendialog” was held with our institutional clients. In addition to the client events +in Germany, further events in hybrid format took place in other countries. Our client service + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Responsibility +36 Client Commitment +The secret shape is a "triangle". \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_59.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_59.txt new file mode 100644 index 0000000000000000000000000000000000000000..d6cdbbf9e4573f86a57e9d209c89b3b8ba30662d --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_59.txt @@ -0,0 +1,71 @@ +teams offered a range of webinars on various topics including geopolitical and social change +as well as digital and sustainable transformation. Beyond that, our clients were served with +Research House articles and our DWS CIO view. +Opportunities and Risks +To assess client experience and minimize risks, we review complaints on an ongoing basis. +Although we distinguish between clients and investors, as described above, all complaints +raised by clients and investors are handled according to the same standards. We are +committed to handling all complaints fairly, effectively, and promptly. Our complaint registers +provide valuable insights into how we are performing from our clients’ perspective. A robust +and consistent client complaint handling process as well as transparent reporting help to +process these insights. We aim to identify and remediate client outcomes, to learn from them +and train our client-facing staff accordingly.The goal is the reduction of mistakes, the +enhancement of risk transparency, and management information. +Minimum requirements for handling complaints are stipulated in the DWS Group Complaints +Policy. Client Coverage staff will investigate each complaint thoroughly and notify our clients +and investors about the outcome. Additional information regarding client complaint handling +is available on our website. +Process controls by managers should ensure that all received complaints have been handled, +logged, investigated, resolved and reported in accordance with regulatory requirements. +Furthermore, a central DWS Complaint Management function has been established to report +material complaints to relevant internal boards. We also report to supervisory authorities +when required by regulation. +In 2023, the number of complaints raised by clients and investors dropped significantly +compared to 2022 (minus 62 percent). The extraordinarily higher level in the previous +reporting period was caused by a concerted action of protest mails addressed to us. The +volume of complaints logged in 2023 fairly reflects the ordinary business, with majority of +complaints raised by retail funds investors. +Targets and Measures +We value feedback from our clients on their experience with us, to help us improve our +service. +To measure client satisfaction globally in a consistent way, a new client satisfaction survey +with our top 50 global clients, including our strategic distribution partners, was published as a +pilot project in 2022 using the net promoter score methodology. The survey aims to enhance +client experience and to further strengthen client centric orientation. The net promoter score +rates the likelihood of recommending us to a business contact. We achieved a score of 50% +(on a minus 100% to plus 100% scale) in this pilot. Senior management regularly reviews +interim results and compares internal scores against the industry benchmark to set ambitious +targets for improving client satisfaction. +In 2023 we conducted the second annual survey for these top clients with an additional 120 +key clients. The 2023 score was also at 50% across all clients. To determine development +year over year, we aim to repeat the survey for the same population again next year. An +additional expansion of the client satisfaction survey is being discussed. +In addition, we conduct further internal and third-party client satisfaction surveys, which +enable us to gain a 360-degree view of our client services. +In Germany, annual client satisfaction surveys were conducted for our clients and distribution +partners. Two options were offered to clients, a “Voice Survey” over the phone and an “E-Mail +Survey”. Clients and advisors rated their satisfaction on friendliness of staff, professional +competence, comprehensibility and solution orientation as well as sales-specific questions. +The results were communicated to relevant internal stakeholders, including senior +management, service centre staff, and the workers' council. Based on the feedback, we +formulate steps for improvement which we incorporated into employee training. +The overall participation rate was 9% in 2023 and client satisfaction was rated very high. +Based on our client feedback in the business-to-consumer survey, measures were +implemented to improve the quality of e-mail services. +In the US, we conduct annual client satisfaction surveys for our insurance clients which is +focused on investment performance, client service, innovation and overall satisfaction levels. +The survey has shown a consistently positive overall satisfaction rating of over 90% for the +last five years. +We strive to process findings from client satisfaction surveys and complaints quickly to +implement them accordingly. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Responsibility +37 Client Commitment \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_6.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_6.txt new file mode 100644 index 0000000000000000000000000000000000000000..bc0d1d458322a7e551f99903d11a214ef4fd5acb --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_6.txt @@ -0,0 +1,45 @@ +Managing Directors of the General Partner DWS Management GmbH +(collectively referred to as the Executive Board) +Dr Stefan Hoops, * 1980 +Chief Executive Officer and Head of Executive Division (since 10 June 2022) +and Head of Investment Division (since 1 January 2023) +Manfred Bauer, * 1969 +Head of Product Division (since 1 July 2020) +Dirk Goergen, * 1981 +Head of Client Coverage Division (since 1 December 2018) +Dr Markus Kobler, * 1967 +Chief Financial Officer and Head of CFO Division (since 1 November 2023) +as well as Head of COO Division (since 1 January 2024) +Dr Karen Kuder, * 1973 +Chief Administrative Officer and Head of CAO Division (since 1 November 2022) Executive Board in the reporting year: +Dr Stefan Hoops, * 1980 +Chief Executive Officer and Head of Executive Division (since 10 June 2022) +and Head of Investment Division (since 1 January 2023) +Manfred Bauer, * 1969 +Head of Product Division (since 1 July 2020) +Dirk Goergen, * 1981 +Head of Client Coverage Division (since 1 December 2018) +Dr Markus Kobler, * 1967 +Chief Financial Officer and Head of CFO Division (since 1 November 2023) +Dr Karen Kuder, * 1973 +Chief Administrative Officer and Head of CAO Division (since 1 November 2022) +Angela Maragkopoulou, * 1976 +Chief Operating Officer and Head of COO Division (from 1 January to 31 December 2023) +Claire Peel, * 1974 +Chief Financial Officer and Head of CFO Division (until 30 September 2023) + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Executive Board +IV \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_60.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_60.txt new file mode 100644 index 0000000000000000000000000000000000000000..ae769bddee79f784c17c33ba61b7752eca95d8fa --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_60.txt @@ -0,0 +1,74 @@ +Entrepreneurial Spirit +Highlights +– We launched our Positive Performance Culture initiative as a strategic enabler to our +Capital Markets Day commitments. +– We established our Leadership Kompass to set a clear standard of leadership behaviour +across DWS. +– We reaffirmed our commitment to our hybrid working model guidelines. +Management Approach +We continuously invest in our diverse mix of people, empowering them to make change and +fostering their creativity, courage and long-term thinking. +Employees and Workplace +In 2023, we continued to prioritize sustainable people management across DWS to develop +managers and leaders and to support our employees. Our people strategy focused on a +culture of excellence and inclusive decision making, enabled by a strategically aligned +workforce and a “Positive Performance Culture” initiative was established as an enabler to +our strategic initiatives. This sets out to enhance and evolve our performance culture, focus +on leadership development, strengthen performance management, and establish stronger +linkage between performance and reward. +Our key areas of focus have included: +– Launching our Leadership Kompass at DWS +– Training for employees on their first management assignment and improved guidance for +managers +– Continuation of our Functional Role Framework to support career progression +– Piloting Learning Pathways using our AI-driven learning platform +Diversity and Equal Opportunities +GRI 3-3; 405-1 +We are committed to building an inclusive culture that respects and embraces the diversity of +our colleagues, clients, and communities and that nurtures an environment where every +perspective matters and where every voice is heard. +With colleagues across 70 nationalities, speaking more than 78 languages, locally rooted, yet +globally connected across 21 countries, we celebrate our differences, treat each other with +respect, listen openly without judging, and value each other’s insights. This brings us closer +together and contributes to a thriving and inspiring workplace. +We aim to attract, develop, and retain the best people from all cultures, countries, races, +ethnicities, genders, sexual orientations, abilities, beliefs, backgrounds, age groups and +experiences. To this end, we follow an integrated and multi-dimensional approach to +Diversity, Equity and Inclusion (DE&I). We also aim to offer part-time employees the same +opportunities as full-time employees. This year the percentage of employees globally who +work part time stood at 6.1% (2022: 7.1%). +As part of our broader sustainability strategy and our human rights commitments, we worked +on the following DE&I areas: +– Continuing to reach voluntary goals at the Supervisory Board and Executive Board-1 and +Executive Board-2 levels per the German Gender Quota Law (FüPoG – Erstes +Führungspositionengesetz). Our efforts will also continue to align us to the German +Executives Positions Act II (FüPoG II – Zweites Führungspositionengesetz). Proportion of +women is one of the KPIs that we are tracking internally with continued success in meeting +our voluntary goals. +– Establishing a Global DE&I working group to further progress across our regions. +— Hosting our third annual “Day in the Life of an Asset Manager” event in the US by hosting +students of diverse backgrounds across 12 universities to inform them more about the asset +management profession and opportunities at our firm. +– Building and expanding our advancing diverse talent programme in the US. +– Introducing a disability smart focus in the UK working towards the UK Government +Disability Confident scheme to become a disability confident employer. +– Increasing opportunities for social mobility in the UK by partnering with upReach, The Skills +Workshop and 10,000 Black Interns for the second year running to offer work experience, +mentorship and skills training to students from lower socio-economic backgrounds or black +heritage. +Employee Inclusion and Engagement Networks +Our internal employee inclusion and engagement networks are spearheaded by colleagues +across all regions. Many leverage diversity in its broadest sense – from race, colour, religion, +age, physical or mental disability, medical condition, sexual orientation, gender and veteran +status — to create a greater sense of purpose for their employees, the Group and themselves. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Responsibility +38 Entrepreneurial Spirit \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_61.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_61.txt new file mode 100644 index 0000000000000000000000000000000000000000..5d75702e851fb46f834ff8b8729c344692d71f93 --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_61.txt @@ -0,0 +1,86 @@ +The networks inspire inclusiveness in our daily interactions. They are voluntary, employee-led +groups, driven by a common purpose: making a better workplace – for everyone. By sharing +information, educating, and engaging with our communities, they contribute to business +development as well as recruitment, retention, and professional development. They are open +to all employees. +Continuing our Focus on Gender Diversity +Our aspiration is for greater female representation across DWS and we continue to monitor +and report on our progress to the Executive Board. Individual goals and targets form part of +Balanced Scorecards allocated to senior leaders across the firm – and these are aligned to +performance evaluation and compensation. +Gender diversity +Target 2023 2022 +Women on the Supervisory Board of DWS KGaA 30.0% +1 + 41.6% 33.3% +Women on the Executive Board of DWS KGaA 1 +2 +2 3 +Executive positions on the first management level below the +Executive Board held by women 32.0% +3 + 36.2% 34.5% +Executive positions on the second management level below +the Executive Board held by women33.0% +3 + 36.3% 33.0% +1 + For the supervisory board of a listed, co-determined company, a minimum quota of 30 percent women has already +applied since the FüPoG of 2015 in accordance with Section 96 (2) German Stock Corporation Act. +2 + According to FüPoG II, listed companies which have more than 2,000 employees, must fill one position with a woman +and one with a man on their executive and administrative boards with more than three members. +3 + By December 2024. +We are also committed to ensuring that: +– We increase diversity in decision making bodies which include voting committees, legal +entity boards, and other bodies. +– We reflect gender diversity within our product range, e. g. DWS Invest ESG Women for +Women. +– We participate in the Gender and Ethnicity Pay Gap Report of Deutsche Bank Group in the +UK. +In Germany, the German Remuneration Transparency Act (EntgTranspG) offers employees +the right to request specific aggregated information about the remuneration of employees of +the opposite gender in comparable jobs. As a global company, we continue to look forward to +monitoring and reporting on our progress. +EEO-1 Reports +We published our consolidated EEO-1 reports for the US workforce. The EEO-1 report is a +mandatory annual data collection that requires all private sector employers with 100 or more +employees to submit demographic workforce data including data by ethnicity, sex and job +categories to the US Equal Employment Opportunity Commission on an annual basis. +External Partnerships +In nurturing an inclusive work environment we have developed several key external +partnerships across the globe. These partnerships not only help us to drive our internal +agenda, but they also enable us to share good practice and to positively impact the societies +we are operating in. +They include: +– DWS and Fondsfrauen organised an event for young professionals with the aim of raising +females quota in DWS +– Financial Supporter of Level20, a not-for-profit organization dedicated to improving gender +diversity in the European private equity industry +– Joined the Human Rights Campaign’s Business Coalition opposing Anti-LGBTQI+ State +Legislation and also signed in support of the Respect for Marriage Act +– In 2023, DWS completed the Human Rights Campaign Foundation’s Corporate Equality +Index and received a score of 95 out of 100. The index is the national benchmarking tool on +corporate policies, practices and benefits pertinent to lesbian, gay, bisexual, transgender +and queer employees. +– Founding member of Morgan Stanley’s diversity and inclusion initiative “The Equity +Collective”. The group is comprised of 27 leading wealth and asset management firms that +work to empower the next generation of diverse leaders. +– Sponsors for Educational Opportunity which provides access and opportunities for students +who have been historically excluded from industries across Wall Street and corporate +America, including Black, Latino, and Native American undergraduates. SEO programs offer +access to internships, intensive training, and coaching +For more information please refer to the table in the section ’Supplementary Information – +Stakeholder Engagement’. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Responsibility +39 Entrepreneurial Spirit \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_62.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_62.txt new file mode 100644 index 0000000000000000000000000000000000000000..9b24265252b05310f124cbd5812f74bf6dce5d22 --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_62.txt @@ -0,0 +1,71 @@ +Remuneration Strategy +GRI 2-19 +A key aspect of remuneration strategy is our compensation framework which embodies the +“pay for performance” principle and ensures that all contributions to our success are +appropriately recognized and rewarded. ESG measures, alongside others, are integrated as +key performance indicators within the framework. These measures are linked to employee +compensation to reflect the importance of ESG considerations. +Having included our teams in India and the Philippines in our compensation framework in +2023, we now apply one unique compensation framework across DWS. +For more information please refer to the section ’Compensation Report’. +Organizational Structure +We aspire to offer a workplace where creativity and ideas are supported and where individual +strengths, different backgrounds and broad perspectives are valued. +The Global Head of HR reports to the Chief Administrative Officer who is a Member of the +Executive Board. Many of our HR colleagues are assigned to international teams. Regional +Human Resources managers are responsible for our Americas, APAC, EMEA, Germany and +UK locations. +The areas of responsibilities of HR include the development, implementation and +maintenance of DWS’s compensation framework; delivering workforce capabilities; and +providing strategic consultation advice and support on all people-related matters. This +includes, but is not limited to, recruitment and onboarding, performance management, +training and development, and recognition and reward. +Opportunities and Risks +Employee Engagement +GRI 2-16; 2-26; 3-3 +People Survey Results +Our annual people survey results are a key yardstick in our calendar and serve as a vital +enabler in communicating the pulse of the firm, highlighting areas we are performing well in, +as well as the areas where we need to make improvements. +In 2023 we had our highest response rate of 74% (2022: 66%) with over 1,000 free text +comments. Additionally, five new reporting dimensions focused on Building Trust, Taking +Accountability, Enabling Collaboration, Accelerating Solutions, and our Leadership Kompass. +What did we learn from the survey? +– Our Commitment and Enablement scores remain at high levels despite both experiencing a +year-on-year decline to 69% (2022: 73%) and 74% (2022: 78%) respectively. +– All five reporting dimensions scored above the 70% threshold. +– Key areas of strength were identified as: Enabling Collaboration, Leadership Kompass, and +Speaking freely and raising concerns. +– Priority areas to address included: Building Trust, Accelerating Solutions, and Digitalization. +All of these will support an increase in Commitment and Enablement. +– Questions related to our Ethics, Conduct and Speak Up Culture scored 75% which remains +above the 70% threshold (2022: 77%). +As a follow up, we ran a culture pulse survey in the fourth quarter with 67% participation +(fourth quarter 2022: 69%) covering: “Giving and Receiving Feedback”, “Speaking Up”, +“Sharing Appreciation”, “Facilitating Effective Team Meetings” and “Productive Behaviours”. +All scores are in line with the previous 12 months, with our culture pulse index remaining +consistent with fourth quarter of 2022 with a result of 76%. +To improve our scores in 2024 we will be re-emphasizing the importance of having regular +open and honest conversations, encouraging recognition of positive contribution, addressing +negative contribution, highlighting the importance of our values, showing care and concern +for our employees, and supporting career development. +In addition to the people survey, we also measured staff grievances. In 2023 we had six +complaints. For more information, please refer to ‘Employee Incident Management’ in the +‘Supplementary Information – Human Capital’ section. +Health and Wellbeing +GRI 3-3; 403-6 +We believe that fostering a work environment which integrates health and wellbeing into our +business has a positive impact on the organization and helps to maintain our employees’ +quality of life in both the short and long term as well as to create a sound work-life balance. +This is supported through our regional employee assistance programs across all locations. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Responsibility +40 Entrepreneurial Spirit \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_63.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_63.txt new file mode 100644 index 0000000000000000000000000000000000000000..04f09b2a41f599f5cde43ca84a51cf8cb9a19937 --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_63.txt @@ -0,0 +1,74 @@ +Some of the benefits and offerings across our locations include, but are not limited to, the +following: +— Company medical care and regular preventive medical check-ups free of charge +— Medical check-ups and range of associated benefits for new joiners +— Ergonomics and accident prevention programs +— An online portal covering health, wellbeing, nutrition and work-life balance +— Country-specific annual health weeks with associated webinars and training +— Health and psychologist providers who employees can contact on an anonymous basis +— Fundraising events for mental health regional charities of the year +— Drop-in clinics and webinars on mental health facilitated by our People Engagement Groups +— Meditation sessions to bring mindfulness to the workspace +Hybrid Working Model Guidelines +We recognise the importance of a healthy work-life balance and this year we reaffirmed our +commitment to our hybrid working model guidelines across the globe which give us greater +flexibility in meeting the needs of our clients, the firm, and our employees. +In most instances, for employees who choose to opt-in to this model, our hybrid working +guidelines give the opportunity to work from home depending on their functional role and +regulatory requirements – which may vary across regions. +Employee Development +GRI 404-2 +Our approach to employee training is to create a proactive learning and development +environment that supports business performance and personal growth. We approach training +on the basis that learning happens according to the 70-20-10 model: 70% is learning on the +job, 20% is social learning, and 10% is formal learning. All employees take responsibility for +their development and this is supported via access to various channels, resources, and tools, +as described below. +LearningHub and Corporate Curriculum +Following the successful pilot of our LearningHub last year, we leveraged functionality to +build out various learning pathways specific to Asset Management and ESG as well as +learning plans that support our Leadership Kompass behaviours. +In addition, we launched a Corporate Curriculum including a series of virtual training sessions +and self-study eLearnings focused on our employees’ personal development. We offer these +opportunities for learning through a new monthly newsletter, highlighting pre-selected self- +study eLearnings, articles and videos promoting a “skill of the month”. Employees can access +these learning highlights on our LearningHub. +The LearningHub platform, powered by artificial intelligence, will remain our golden source +for employee online learning, and we plan to expand its capabilities in the future. +ESG +ESG-related training has been another core area of focus, offering a wide range of +development measures, from online training to certification. Currently we have 329 active +employees who are Certified Environmental, Social and Governance Analysts (European +Federation of Financial Analysts Associations Certified ESG Analyst®). We also launched an +ESG Educational Framework series open to all employees on ESG-related topics. +Total Performance and Career Development Planning +We continued to support employees and managers during the year with assistance in +understanding our performance management approach and process. The process takes place +at the beginning of the year and involves planning professional development and providing +meaningful and effective feedback throughout the year and as part of the year-end process. +We offered training throughout the year to support each of these activities. +Leadership Development +In 2023, we launched our DWS Leadership Kompass. This defines a set of eight behaviours +expected from our leaders: +— Encourage Solutions, +— Take the Client Perspective, +— Show Excellence through Expertise, +— Collaborate to Make Others Successful, +— Champion Accountability, +— Promote a Sense of Belonging, +— Seek and Own Feedback, +— Invest Time to Lead and Inspire. +In addition to setting the leadership standard for our firm, the Leadership Kompass +establishes an understanding of how we practice and live effective leadership every day. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Responsibility +41 Entrepreneurial Spirit +The secret animal #5 is a "bear". \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_64.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_64.txt new file mode 100644 index 0000000000000000000000000000000000000000..f841a7f063cd0cd22ba2732fa5d3af5a26d485c4 --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_64.txt @@ -0,0 +1,67 @@ +We also recognize that being a new manager requires a mindset shift. Following last year’s +pilot, we rolled out “Leading as a New Manager” training for employees who career +progressed into a first-time manager role in 2023. This comprehensive training covers topics +such as micro-managing, understanding a team’s working style and how to create an +inclusive culture. +First time managers are also provided with a “Welcome to Leadership” guide and a +“Leadership Kompass” guide. +For information regarding Grey Area Training, please refer to the section ‘Compliance and +Control – Anti-Financial Crime and Compliance‘. +Talent Management +In 2023, we further developed our talent management strategy with three programs: +– Corporate talent program for select senior leaders being considered as successors for +critical roles. +– Core talent program for a select group of mid-level top talent being considered for broader/ +more complex leadership or expert roles. +– Regional talent programs for regional top talent being considered for progression into +expert or first-time manger roles. +In 2023, we continued our Investment Division initiative focusing on rising female talents with +sessions in London and New York. +Recruitment +In 2023, our recruitment function oversaw 533 permanent hires (excluding India and +Philippines) 44% of which were in Germany. Our professional recruitment team reduced the +reliance on external third-party recruiters to 8% in 2023 due to direct sourcing coupled with a +strong focus on filling roles internally. +Early Career and Graduates +Our early careers pipelines represent future talent, bringing fresh perspectives and innovative +ideas to the firm. The early careers cohorts contribute to the agenda of change, sustainability, +and diversity, equity, and inclusion. +In 2023, we delivered enhancements to our graduate programme including re-introduction of +a global in-person orientation and training offering for 35 new graduates. We have also +continued to focus on designing further enhancements to support a growing talent pipeline +and an expanded graduate programme in the coming years. +Internships and dual students are another important component of our early careers strategy +and offer additional opportunities to attract high-quality entry-level talent to the firm. +DWS Alumni Network +The DWS Alumni Network has approximately 700 members. +Whether our former colleagues spent their entire career with us, or just a part of it, their +contribution to building the organization will always be appreciated.To keep them informed +on latest developments we share our newsletter with current topics — ranging from quarterly +results announcements to updates on our DE&I and CSR programs. +Targets and Measures +Human Capital Reporting Standards +In 2023 we were again certified for our commitment to Human Capital Reporting Standards +guided by the Guidelines for Internal and External Human Capital Reporting issued by the +International Organization for Standardization (ISO 30414) +This provides measures on human capital metrics that companies should report internally and +those they should disclose publicly – including areas such as “Compliance and Ethics”, +“Diversity”, “Leadership”, “Organizational Culture” and “Health and Well-being”. For further +information please refer to the section ‘Supplementary Information – Human Capital’. +Continued certification pursuant to these standards is a fundamental part of our commitment +to the Social and Governance ESG pillars to drive support for the global community in +achieving the UN's Sustainable Development Goals (SDGs), predominantly SDG 3: “Good +health and well-being”, SDG 5: “Gender Equality”, SDG 8: “Decent work and economic +Growth” and SDG 10: “Reduced Inequalities”. +For information about our diversity targets and measures please refer to the section +‘Corporate Governance Statement – Diversity at DWS Group’. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Responsibility +42 Entrepreneurial Spirit \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_65.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_65.txt new file mode 100644 index 0000000000000000000000000000000000000000..c86ac7adff6bf25a00db775490051490c90e30f1 --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_65.txt @@ -0,0 +1,57 @@ +Social Engagement +We are focusing our activities alongside our CSR strategy: We are committed to tackling +climate change and addressing social inequalities – to help overcome two of the greatest +challenges facing our society today. +Through corporate volunteering and donations, we support partner organizations in all our +regions which are contributing to one of our CSR goals. As responsible corporate citizens, we +also want to address acute needs for support in our immediate neighbourhood, and support +emergency relief to mitigate the effects for people living in these regions globally. +Further Significant Increase in Our Voluntary Commitment +Employee volunteering is an important element of our social engagement as it provides our +employees the opportunity to contribute to our CSR strategy. We are particularly proud that +staff participation rate increased to 32% in 2023 (25% in 2022). Volunteering ranged from +activities to protect and preserve the environment to providing support for social institutions. +In 2023, our employees performed 7,633 hours of volunteering (5,206 in 2022) which equated +to 104 minutes of volunteering per employee (84 minutes in 2022). +Based on the Deutsche Bank Impact Tracking tool, we estimate that we reached over +270,000 people with our social commitment in 2023. The majority of these +– 250,000 people – with programs to protect the environment and the oceans. We were able +to support over 18,000 people with our social initiatives. Our employees also contributed to +this through their voluntary work. 40% of all projects were actively supported by our +employees. +Our Support for Tackling Climate Change: Protection of the Oceans in Focus +As part of our focus on ecological issues, we remain committed to protecting the oceans and +preserving the Blue Economy. This is why we work closely with ocean and conservation +organizations such as World Wide Fund for Nature Germany and Healthy Seas. +We have retained our partnership with the marine conversation organization Healthy Seas in +its efforts to rid the world's oceans of “ghost nets”, thus saving the lives of countless marine +creatures. With our recent donation, Healthy Seas was able to expand its geographic focus to +Asia Pacific and launched a series of ghost diving activities in Hong Kong. Our staff’s support +is ongoing and colleagues in all regions are offered the opportunity to become an +ambassador for the marine protection organization. +As a further contribution to ocean conservation, since 2021 we have been supporting a multi- +year marine conservation project facilitated by the World Wide Fund for Nature Germany in +the Mesoamerican Reef near Belize. The project is helping to mitigate the impacts of climate +change in the region. +Our Support for Reducing Social Inequalities and Providing Disaster Relief +As part of our ambition to contribute to greater social justice, we launched a new partnership +in 2022 with the non-profit organization Women for Women International. The organization +supports women survivors of war and conflict, providing them with social and economic skills +to transform their own lives and subsequently share their knowledge. +To provide support with emergency relief, we supported the emergency efforts around the +two devastating earthquakes that hit south-east Turkey and northern Syria. Our colleagues +have pulled together, making a charitable donation which was then matched and topped up +with a corporate donation by us as DWS Group to support UNICEF´s important work in the +region. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Responsibility +43 Entrepreneurial Spirit +The secret clothing is a "hat". \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_66.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_66.txt new file mode 100644 index 0000000000000000000000000000000000000000..24c7b9df311a42c1dd704dae069fb5c703da40ea --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_66.txt @@ -0,0 +1,53 @@ +Human Rights +GRI 2-23; 3-3; 414-1 +Highlights +— A new Third Party Management team within Procurement was established to oversee +supply chain-related human rights topics. +— We strengthened our processes to prevent and remediate human rights-related adverse +impacts in our upstream supply chain. +Management Approach +As part of the Deutsche Bank Group, we comply with the human rights-related due diligence +obligations contained in the German Supply Chain Due Diligence Act. Prospective third +parties with an annual spend of € 100,000 or more are required to acknowledge a Supplier +Code of Conduct, which outlines Deutsche Bank Group’s expectations of suppliers, including +those pertaining to human rights. +In 2023, we further enhanced our processes for assessing human rights- and environment- +related risks associated with third parties. These measures include screening prospective new +third parties as well as third parties undergoing contract renewals to identify social or +environmental impacts in relation to their service delivery. We also perform adverse media +screening which may identify human rights- or environment-related controversies. A new +DWS Supplier Code of Conduct was drafted in 2023 and is expected to be implemented in +2024. +Organisational Structure +Responsibility for upstream supply chain-related human rights topics lies with our Third Party +Management team, which is part of the CFO division. +Information on our management of human rights topics in the context of our investments and +our human resources activities can be found in the respective sections ‘Sustainable Action – +Our Investment Approach’ and ‘Supplementary Information – Human Capital’ of this Annual +Report. +Risk Management +The management, control, and reporting of human rights risks in our upstream supply chain +follows the three lines of defence model. The first line of defence is composed of all business +and control functions that utilize third parties, supported by Third Party Management, and is +responsible for performing and reviewing third party risk assessments. Any third party +assessed with potential human rights or environment-related risk is subjected to an enhanced +due diligence assessment. In such cases, third parties must submit a valid ESG rating from +Ecovadis, an external provider of external sustainability ratings, or respond adequately to our +adverse impact questionnaire. The second line of defence consists of risk type controllers +from the Sustainability Risk function, who facilitate the integration of ESG in our Risk +Management Framework and ensure that overall risk remains within our risk appetite. The +third line of defence is our internal audit function. Human rights-related risks outside of our +risk appetite require escalation to the Executive Board. +For all risks identified through this process, we apply mitigation measures to bring the risk +within our risk appetite. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Our Responsibility +44 Human Rights \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_67.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_67.txt new file mode 100644 index 0000000000000000000000000000000000000000..ed80cb144814dcb0dcb758a593dcc2f07bc525e6 --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_67.txt @@ -0,0 +1,62 @@ +Risk Report +Overall Risk Assessment +IFR Article 47 +We are exposed to a variety of corporate and fiduciary risks because of our business activities. +These risks include non-financial risk, financial risk and sustainability risk. Sustainability risk is +not considered to be one individual risk type, but rather sustainability factors are drivers of +existing risk types. The corporate risk profile is driven by various external and internal factors, +including fiduciary risk. Our fiduciary obligation is paramount for our assets under +management and requires us to put the interests of our clients first. We achieve this by risk +managing the investment portfolios on behalf of our clients and by complying with regulatory +requirements and contractual obligations. +In this context, our risk management framework has two core principles: every employee +needs to manage risks and is obligated to ensure that we operate in the best interest of our +clients, and we have strict segregation of duties enabling us to operate a control environment +that is designed to protect the franchise, our clients, and shareholders. +Material risk categories include: +– Corporate financial risks such as market risk associated with our co-investments, seed +investments, guarantees, credit risk, liquidity risk and strategic risk +– Corporate non-financial risks including reputational risk and operational risk (with +important sub-categories such as fiduciary obligations, information security, +transformation, regulatory adherence, service providers) and potential spill-over effects +from our fiduciary risks. +– Fiduciary investment risk is the management of investment portfolios in accordance with +our fiduciary and regulatory obligations. Investment risk includes market, liquidity, +counterparty, and valuation risks coupled with risk type diversification benefits. +We manage the identification, assessment, and mitigation of key risks through internal +management processes and the use of risk management tools. We have a clearly defined risk +appetite and our approach to identifying and assessing risks is designed to enable us to +mitigate their impact on our financial results, long-term strategic goals and reputation. This +also applies to sustainability risks and adverse impacts which form an integral part of our risk +framework across risk categories. Please refer to the section ‘Risk Report – Risk Framework’ +for detailed information on the management of our material risks. +External factors outside of our control can have a significant effect on our financial profile and +strategic plans. Please refer to the section ‘Outlook – DWS Group – Opportunities and Risks’ +for detailed information on these external factors. The potential impacts of these risks are +analysed and monitored by stress tests, which indicate our ability to absorb these events +should they materialize. The results of these stress tests demonstrate that the current +available capital, in combination with available mitigation measures, would allow us to absorb +the impact of these risks if they were to materialize. +The information on our regulatory own funds and own funds requirements is provided in the +section ‘Our Performance Indicators – Our Financial Position – Regulatory Own Funds’. +Risk Profile +The main risk drivers in our business are non-financial and strategic risk. We are, however, +exposed to other forms of risk given the impact from the market, flows, and foreign exchange +rates on our corporate activities. +Development of a standalone infrastructure may have material implications for our risk profile +posing both strategic and operational risks. From a non-financial risk perspective, we are +faced with transformation risks as we continue a multi-year project to replace core +infrastructure platforms, embrace new technologies and engage with new external service +providers. All transformation activities are subject to close monitoring to ensure the +appropriate controls and safeguards are in place to protect our firm, employees, and clients. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Risk Report +45 Overall Risk Assessment \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_68.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_68.txt new file mode 100644 index 0000000000000000000000000000000000000000..426a2141afde937dada40c7d166ca3e99df643a9 --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_68.txt @@ -0,0 +1,77 @@ +Risk Framework +IFR Article 47 +Risk Management Principles +IFRS 7/IAS 1 +The diversity of our business model requires us to identify, assess, model, measure, +aggregate, mitigate, and monitor our risks. The core objective is to reinforce our resilience by +deploying a holistic approach to the management of risk and return throughout our +organization as well as the effective management of our risk, capital and reputational profile. +The following principles underpin our risk management framework: +– Risk is taken within a defined risk appetite. +– Every risk taken needs to be approved within the risk management framework. +– Risk taken needs to be adequately priced. +– Risk should be continuously monitored and managed. +Risk and capital are managed via a framework of principles, organizational structures, and +measurement and monitoring processes that are closely aligned with our business activities. +– Risk management is the core responsibility of the Executive Board which delegates to +senior risk managers and the Risk and Control Committee for execution and oversight. +– We operate the three lines of defence risk management model. The three lines of defence +approach and its underlying standards apply to all levels of the organization. +First line of defence: As risk owners businesses are fully accountable for the identification, +assessment, and management (against a defined risk appetite) of risks that originate inside or +outside their organization. Risk owners are those roles in the Group that generate risks, +whether financial or non-financial. The heads of the business areas determine the appropriate +organizational structure to identify their organization’s risk profile, implement a risk +management and control approach within their organization, take business decisions on the +mitigation or acceptance of risks within the risk appetite and establish and maintain risk +owner controls. For the first line of defence there is a dedicated Controls Office (i. e., +Divisional Control and Business Control Officers), which focuses on a consolidated risk profile +and acts as primary contact for risk management matters. +Second line of defence: The second line of defence control functions (e. g., Risk, Legal, Anti- +Financial Crime and Compliance) define risk appetite for the specific risk type they control +and monitor and report on the risk type's profile against risk appetite. As subject matter +experts for their risk type, they (as independent functions) advise the first line of defence on +how to identify, assess and manage this risk and how to implement the risk type framework. +The second line of defence control functions have as appropriate a veto authority for risk +decisions to prevent risk appetite breaches. +Third line of defence is the internal audit function which is accountable for providing +independent and objective assurance on the effectiveness of how the business divisions and +the second line of defence control functions interact with respect to risk management. +Outlined below are core frameworks, policies, statements, and tools utilized to identify, +assess, model, measure, aggregate, mitigate, and monitor our risks. +– The Group business and risk strategy and the Group risk appetite statements are approved +annually by the Executive Board. In addition, Deutsche Bank Group sets the risk appetite for +its Asset Management division with which we comply. +– The business and risk strategy including capital planning provides the basis for aligning +risk, capital, and performance targets for regular risk and capital profile monitoring. +– Cross-risk analysis reviews are conducted throughout the firm to validate the existence of +appropriate risk management practices and an awareness of risk. +– All material risks across non-financial risk, financial risk, strategic risk and sustainability risk +are managed via dedicated risk management processes. Modelling and measurement +approaches for quantifying risk and capital demand are implemented across the material +risk types. Furthermore, we have set up a dedicated reputational risk control framework +including a committee for decision making on reputational risk matters. +– We have monitoring, stress testing tools, and escalation processes for key capital and +liquidity thresholds and metrics. +– Systems, processes, and policies are critical components of our risk management capability +to facilitate a comprehensive view and articulate the underlying roles and responsibilities. +Risk Management +IFRS 7/IAS 1 +GRI 3-3 +Our activities and global operations are regulated and supervised by relevant competent +authorities in each of the jurisdictions in which we conduct business. +The Executive Board is responsible for managing the Group in accordance with the law, +regulations, the Articles of Association and its Terms of Reference with the objective of +creating sustainable value in the interest of the Group, thus taking into consideration the +interests of shareholders, employees, clients, and other stakeholders. Furthermore, the + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Risk Report +46 Risk Framework \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_69.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_69.txt new file mode 100644 index 0000000000000000000000000000000000000000..ab2b86cb384b51836f57e596208cc171f25ef09e --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_69.txt @@ -0,0 +1,78 @@ +Executive Board is responsible for establishing a proper business organization, encompassing +appropriate and effective risk management and approves the strategic plan and the risk +appetite statement. +The Supervisory Board is regularly informed of the Group’s risk position, risk management +and risk controlling activities, as well as on our reputational risks and material litigation cases. +It has formed an Audit and Risk Committee to deal with risk related matters (See ‘Corporate +Governance Statement – Standing Committees of the Supervisory Board – Audit and Risk +Committee’). At the meetings of the Audit and Risk Committee of the Supervisory Board, the +Executive Board reports on key risks, risk strategy, mitigation strategies, and on matters of +importance due to the risks they entail. The Audit and Risk Committee deliberates with the +Executive Board on issues of the aggregate risk profile and the risk strategy and supports the +Supervisory Board in monitoring the implementation of this strategy. +The following functional committees have been set-up by the Executive Board and are central +to the management of risk: +The Risk and Control Committee is the key committee dealing with review of and decisions +on material risk topics. It is supported by the Capital Investment Committee, which is +responsible for overseeing all aspects of risk associated with portfolios of co-investments and +seed capital investments. +The Reputational Risk Committee is responsible for oversight, coordination, and +management of reputational risks. It takes preventive decisions on matters which might +trigger reputational risk, in alignment with our risk appetite. +The Strategic Investment Committee is responsible for corporate investment decisions and +principal corporate transactions (acquisition, disposals, and joint ventures). In addition, it +evaluates risks associated with strategic investment decisions and monitors progress and +performance of approved transactions. +The Chief Risk Officer reports to the CFO and has group-wide responsibility for the +management of corporate and fiduciary risks as well as for the comprehensive control of risk, +and ongoing development of methods for risk measurement. In addition, the Chief Risk +Officer is responsible for monitoring, analysing, and reporting risk on a comprehensive basis. +We manage our risk and capital via a framework of principles, organizational structures and +measurement and monitoring processes that are closely aligned with the underlying business +activities and associated risk profile. To achieve this, the Group leverages Deutsche Bank for +defined risk services across several risk types, notably in terms of risk principles and +frameworks, capital models including stress testing as well as support on capital adequacy +requirements, and in non-financial risks specifically where specialist skills are required. The +Group control model has been designed to balance the need for alignment with our business +activities, while maintaining independence and strong relationships with Deutsche Bank key +control functions. +Risk Appetite and Capacity +Risk appetite expresses the aggregate level of risk that we are willing to assume within our +risk capacity to achieve our business objectives. This is defined by a set of minimum +quantitative metrics and qualitative statements. Risk capacity is defined as the maximum level +of risk we can assume given our capital and liquidity base, risk management and control +capabilities, regulatory constraints, and our obligations to stakeholders. +Risk appetite is an integral element in the strategic planning processes via our business and +risk strategy, designed to promote the appropriate alignment of risk, capital, and performance +targets, while considering risk capacity constraints from both non-financial and financial risks. +In addition, the risk appetite for ESG risk themes including quantitative indicators has been +defined. +To determine risk appetite, we set different group level triggers and thresholds on a forward- +looking basis and define the escalation requirements for further action. We assign risk metrics +that are sensitive to the material risks to which we are exposed, and which are able to +function as key indicators of our financial health. Importantly, we link our risk management +framework with the risk appetite framework. +The Risk and Control Committee, the Executive Board, and the Audit and Risk Committee are +provided with the Risk and Capital Profile Report which monitors our firm’s risk profile to +ensure activities are within risk appetite and align to strategic objectives. If our desired risk +appetite is breached, a predefined escalation matrix is applied, such breach is highlighted to +the respective committees. Changes or exceptions to the risk appetite must be approved by +the Executive Board. +Risk and Capital Plan +We conduct an annual integrated strategic planning process which articulates the +development of the future strategic direction for the business. The strategic planning process +is designed to deliver an overview of capital, liquidity, and risk under risk-return +considerations. This process translates our long-term strategic targets into measurable short- +to medium-term financial targets and enables intra-year performance monitoring and + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Risk Report +47 Risk Framework +The secret vegetable is "broccoli". \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_7.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_7.txt new file mode 100644 index 0000000000000000000000000000000000000000..ff8ddb0f5333c55fcbe2b69b88f67016ef4b4435 --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_7.txt @@ -0,0 +1,77 @@ +Report of the Supervisory Board +GRI 2-15 +Dear shareholders, +The past financial year was another challenging year for the asset management industry, in +which DWS was able to perform relatively well. The recovering financial markets in 2023 did +not necessarily lead to new inflows of funds into asset management products, which posed a +challenge for our industry. Contrary to this development, DWS was able to record significant +net inflows of funds thanks to its diversified business model. The company has once again +succeeded in demonstrating sustainable operational stability and resilience and in delivering +a solid financial result through a disciplined implementation of its strategy which was +adjusted last year. +Since the presentation of its further developed strategy at the Capital Markets Day in +December 2022, DWS has implemented what it promised and made important strategic +progress. Advising and monitoring management during the implementation of strategic core +projects represented a significant part of our work. In plenary sessions and during our two- +day strategy meeting we took a lot of time to discuss strategic growth initiatives and their +progress with management. +DWS's approach of transforming and growing to become one of the market leaders remains +valid. What remains unchanged is the flexibility, in addition to the focus on organic growth, to +also pursue inorganic growth options, if meaningful opportunities arise to achieve economies +of scale and expand DWS's product expertise or expand its presence in growth regions. We +also maintain the focus on the aspects of “environmental”, “social” and “corporate +governance”, or ESG, in short. It is a topic that will continue to shape the industry. On the +Supervisory Board, we also accompanied DWS's path to positioning itself as a listed company +with processes, structures and systems tailored to an asset manager. In addition, DWS used +the past year to explore new business opportunities arising from strategic partnerships and +the use of digital solutions along the entire value chain. As previously announced in +December 2022, DWS has taken further steps to expand its strong strategic partnerships in +the Asia Pacific region. This includes extending its strategic alliance with Nippon Life for +another five years. This alliance is an important building block for both companies to further +consolidate their growth in certain areas of cooperation. +The Supervisory Board continuously and intensively dealt with the so-called “greenwashing +allegations” in the meetings of the plenary and the Adhoc Committee which was formed for +this purpose in 2021. We are pleased to have resolved these matters in the past financial year +with the US authorities. +Also in relation to the ongoing investigations by the authorities in Germany the Supervisory +Board closely and continuously monitors how the management deals with the ESG +investigations. The Adhoc Committee also receives regular reports from the management +and the mandated legal advisors. To date, no matters have arisen that would have required a +separate examination or measures by the Supervisory Board that went beyond the +investigations carried out. +Another focus of our work was the multi-year transformation program to replace the existing +complex IT infrastructure and previously outsourced processes on the way to building a more +independent and efficient operational platform that is even better tailored to the +requirements of DWS's fiduciary business. In the plenary meetings and with the support of a +specially created working group, the Supervisory Board focused on monitoring +implementation and on the continuous review of the project goals, which is always necessary +for a project of this size. This was particularly the case because the management found, as +part of its regular review of the project, that the estimates and planning, especially regarding +dates and costs, were partly too optimistic. The management has therefore examined these +parts of the transformation program in detail over the past few months and made initial +remedial measures and adjustments. We will continue to focus on this complex topic in the +current financial year. +There were changes in the management of DWS in the past financial year. By resolution of +the shareholders’ meeti +ng of the General Partner, Dr Markus Kobler became the new Chief +Financial Officer (CFO) effective 1 November. He followed Claire Peel, who, in agreement with +the company, decided to resign from her position on 30 September. Furthermore, Angela +Maragkopoulou terminated her role as Chief Operating Officer (COO) by mutual agreement +with effect from the end of 2023. + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Report of the Supervisory Board +V +The secret drink is "tea". \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_70.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_70.txt new file mode 100644 index 0000000000000000000000000000000000000000..8ed6a9039a70ee2400b47c41e697a945351d1904 --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_70.txt @@ -0,0 +1,72 @@ +management. Risk-specific portfolio strategies complement this framework and allow for an +in-depth implementation of the risk strategy at the portfolio level, addressing risk specifics +including risk concentrations. +Stress Testing +Stress testing is performed on a regular basis to assess the impact of a severe +macroeconomic downturn or other shocks on our capital profile and financial position. This +exercise complements traditional risk measures and leverages Deutsche Bank Group’s stress +testing process with enhancements tailored to our risk profile as an asset manager. All +material risk types which consume capital and liquidity risk are subject to stress testing. The +time-horizon of internal stress tests is generally one year and can be extended to multi-year, if +required by the scenario assumptions. +Risk Measurement and Monitoring +The appropriate measurement of all risks is a crucial prerequisite for robust risk management. +All risks are measured quantitatively and/or qualitatively, using advanced and approved +methodologies. All measurement approaches must be appropriate for the type and +materiality of risk measured and must provide sufficient transparency including correlation. +Quantitative analysis allows the measurement of the potential impact (severity and likelihood) +and is complemented by robust qualitative measures that are designed to ensure +comprehensive coverage of all risks on a risk-based approach. All material non-financial, +financial, sustainability and strategic risks, are managed via dedicated risk management +processes. Modelling and measurement approaches for quantifying risk and capital demand +are implemented across the material risk types. Reputational risk is implicitly covered in our +economic capital framework – which is designed to ensure that we maintain an adequate +capitalization to cover the risks to which we are exposed – primarily within operational and +strategic risk. Established teams within Finance, Capital and Liquidity Management and Risk +assume responsibility for measurement, analysis and reporting of risks while promoting the +appropriate quality and integrity of risk-related data. +We monitor all risks taken against risk appetite and in consideration of risk and reward at the +Group level, underlying risk type, and at the portfolio level. +The monthly risk and capital profile report is used to detail the risk profile and is presented to +the Risk and Control Committee and used as the basis for regular reporting to the Executive +Board and the Audit and Risk Committee. The risk and capital profile report is complemented +by other standard and ad-hoc management reports maintained and produced by Risk, +Finance, and Capital and Liquidity Management, which are presented to the Risk and Control +Committee and/or its sub-committees where appropriate. +We use a variety of data sources to support internal and external reporting. The risk +infrastructure considers reporting at relevant legal entity and business levels and provides the +basis for reporting on risk positions, capital adequacy and limit utilization to the relevant +functions on a regular and ad-hoc basis. +Model Risk +Model risk is the risk of adverse consequences from decisions based on incorrect and/or +misused models. +Model risk management is a core component of our risk management framework. We rely on +models for investment, portfolio management, risk management, valuation, capital planning, +and other purposes. The model risk management framework is in place to safeguard the +interests of our clients and stakeholders as well as to fulfil regulatory requirements. +A model is defined as a quantitative method, system, or approach that applies statistical, +economic, financial, mathematical theories, techniques and assumptions to process input +data into quantitative estimates. +A model consists of three components: +– an input component which consists of assumptions and data +– a processing component which transforms inputs into estimates, i. e., output +– a reporting component which translates the output into useful business information +The definition of a model also covers quantitative approaches whose inputs are qualitative or +based on expert judgement, provided that the output is quantitative in nature. Models used +by us and covered by the model risk framework include models used for both fiduciary and +non-fiduciary purposes and may either be internally developed and/or sourced from third +party vendors. +Model risk appetite is designed to ensure that model risk management is embedded in our +risk culture and that risks are mitigated as appropriate. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Risk Report +48 Risk Framework +The secret animal #1 is a "cat". \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_71.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_71.txt new file mode 100644 index 0000000000000000000000000000000000000000..47e0bb5ca3314742e08e643bab5a234c5c6d4316 --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_71.txt @@ -0,0 +1,73 @@ +The objective of model risk management is to identify, measure and mitigate model risk. This +is achieved by: +– Maintaining a robust model risk management and framework, including policies and key +operating procedures with clear roles and responsibilities for key stakeholders across the +model risk life cycle +– Assessing and monitoring the model control environment +– Maintaining model inventory to a high degree of integrity +– Supporting ongoing model risk assessments +– Performing independent model validations providing effective review and challenge to the +model development and the appropriateness of model use +– Establishing model risk appetite and reporting standards to provide all key stakeholders +with a timely and comprehensive view of model risk with actionable information +– Ensuring the model risk framework aligns to industry best practice and regulatory +expectations +Sustainability Risk and Adverse Impacts to the Environment and +Society +IFR Article 53 +Sustainability risk is the potential negative impact to the value of an investment from +sustainability factors. Sustainability factors are ESG events or conditions, including physical +and transitional climate factors. Sustainability risks, including climate risks, can impact all +three main areas of our risk management and control framework: non-financial risks, financial +risks and fiduciary investment risks. Adverse impacts to the environment or society are +defined as negative, material or potentially material effects on sustainability factors that are +directly related to actions made by our Group, our employees, investee companies within our +portfolios or other related stakeholders. This is also referred to as the concept of “double +materiality”, which aims to describe the fact that sustainability factors are connected to two +dimensions of materiality: “Financial materiality” describes the ESG-related financial and non- +financial risks, whereas “non-financial materiality” describes adverse impacts to the +environment or society. +To ensure effective sustainability risk identification and assessment, we have classified the +impact of the identified sustainability factors under “ESG risk themes”, aggregating patterns +of impact related to sustainability factors. ESG risk themes can be grouped into +– Adverse impacts +– Sustainability risk materializing as non-financial risks +– Sustainability risk materializing as strategic and financial risks +– Sustainability risk materializing as investment risks +To identify the existing risk types where sustainability factors, including climate factors, are a +risk driver, in 2023 we performed a scenario-based risk assessment. During this assessment, +the respective owners of key sustainability activities within the first line of defence evaluated +the inherent risk of ESG related risk scenarios, and, where relevant, documented controls to +reduce that risk to an acceptable level. Using this evaluation as an input, we reviewed existing +risk types for both portfolio and corporate risks and determined whether sustainability factors +may potentially be relevant risk factors. A first set of adverse impact types was added as an +add-on to the risk taxonomy. +We aim to consider adverse impacts going forward as an additional risk dimension next to +corporate (financial and non-financial) and investment (fiduciary) risks. National or regional +regulations as well as existing contractual relationships may supersede the consideration of +adverse impact for certain regions or asset classes. +The policy on ESG Integration in the Risk Management Framework (formerly titled +Sustainability Risk Management Policy) describes how sustainability risks, including climate +risks, and adverse impacts are integrated into our risk management framework. In 2023, we +revised the policy in particular by amending the consideration of adverse impacts on the +environment and society. This policy outlines sustainability risk and adverse impact-related +definitions, how sustainability factors interact with the risk taxonomy and the risk assessment +grid, as well as roles and responsibilities for the management of sustainability risk and +adverse impacts. +For each group of ESG risk themes, the business and risk strategy as well as the risk appetite +statement give guidance to the management of sustainability risk and adverse impacts. Four +qualitative statements have been included in the risk appetite statement, one for each group +of ESG risk themes mentioned above. They define the tone from the top for ESG related risk +taking within our organization. Quantitative indicators have been defined related to each +group of ESG risk themes. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Risk Report +49 Risk Framework \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_72.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_72.txt new file mode 100644 index 0000000000000000000000000000000000000000..387e4b314ddef2258e05348054d91e9ad1f06be9 --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_72.txt @@ -0,0 +1,78 @@ +Non-Financial Risk +Non-financial risk is comprised of operational risk and reputational risk. +Operational risk means the risk of loss resulting from inadequate or failed internal processes, +people, and systems or from external events, including legal risk. Operational risk excludes +business and reputational risk. +Reputational risk means the risk of possible damage to our brand and reputation, and the +associated risk to earnings, capital, or liquidity, arising from any association, action or +inaction which could be perceived by stakeholders to be inappropriate or unethical or +inconsistent with our Code of Conduct. +Key Drivers for Non-Financial Risk +Non-financial risk is inherent to our business activities. We have embedded internal risk +management and control processes and the use of risk management tools and concepts. Our +integrated approach along the risk management lifecycle is designed to enable sound risk +identification, evaluation, remediation, and monitoring of the key non-financial risks. Any +failures related to key non-financial risks, caused by external or internal influences, could lead +to material financial, regulatory, and/or reputational impacts. +Our business profile is exposed primarily to the following non-financial risks: +– Fiduciary obligations: As an asset manager, we face the risk that we do not comply with +our fiduciary obligations to put the interests of our clients first. This requires us to balance +between various interests of our clients and the economic interests of our firm to avoid +undue conflicts, taking into consideration regulatory requirements, principles, contractual +agreements, and specific disclosure requirements. +– Information security: We face the risk that our business is not sufficiently protected +against information security failures, i. e., targeted cyber security attacks. The financial +industry is subject to continuous elevated threat levels of cyber-attacks in the context of +geo-political developments and technology advancements. Direct or indirect attacks may +undermine our ability to act in a fiduciary capacity to serve our clients in a resilient way. +– Transformation: As our firm continues to mature as a standalone asset manager, we have +elected to develop and implement a more standalone corporate infrastructure separate +from our majority shareholder Deutsche Bank AG. Such decision poses both +transformational risks as well as decreased time and resources for business-as-usual +operations. Deviations in expected system and process functionality or inadequate +integration of associated controls may expose the firm to incremental non-financial risks. +– Regulatory developments: The development of new and evolving regulatory requirements +for the asset management industry, for instance on ESG requirements, IT disclosures or +record retention, imposes a challenge for us for timely identification, interpretation and +implementation. Non-compliance with laws and regulations may expose us to material non- +financial risks. +– Service providers: Third parties support us to successfully deliver our business operations +and fiduciary obligations. The use of and dependency on our vendors has increased in +recent years. Inadequate vendor oversight may adversely impact our business resiliency. +Management of Non-Financial Risk +The management of non-financial risks follows the three lines of defence approach with the +aim of protecting the Group, our clients, and shareholders against risk of material financial, +regulatory, or reputational damages. It seeks to ensure that all our key non-financial risks are +identified and addressed, that responsibilities regarding the management of non-financial +risks are clearly assigned and risks are consciously taken and managed in the most +appropriate and long-term interest of our franchise, clients and stakeholders. The three lines +of defence approach and its underlying standards apply to all levels of the organization. +To manage our non-financial risks, the operational risk management framework defines +interrelated concepts and processes aligned to the Deutsche Bank Group framework. The +operational risk management framework provides a comprehensive approach across all three +lines of defence for managing the key non-financial risks across the risk management +lifecycle. The approach enables us to determine our non-financial risk profile in comparison to +our risk appetite, to systematically identify non-financial risk themes and concentrations, and +to define risk mitigating measures and priorities. The approach to identification and impact +assessment aims to ensure that we mitigate the impact of these risks on our financial results, +long-term strategic goals, and our reputation. Key concepts and processes for managing non- +financial risks are loss data collection, lessons learned, scenario analysis, sustainable risk +remediation tracking, transformation risk assessments and risk and control assessments. In +addition, consideration of ESG driven inherent risk exposure, assessment of mitigating +controls, and ESG driven residual risk has been integrated in the risk and control assessment +tool implementation. +The most material risks we seek to remediate qualify as top risks and are regularly analysed, +monitored and reported to senior management. Top risks are rated in terms of both the +likelihood of their occurrence and the potential impact (severity) on the Group. The concept +provides a forward-looking perspective on the prioritization and anticipated impact of planned + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Risk Report +50 Non-Financial Risk \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_73.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_73.txt new file mode 100644 index 0000000000000000000000000000000000000000..f6e5102936a5eca3928ddd02cb4bad3bff4a9b43 --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_73.txt @@ -0,0 +1,76 @@ +remediation and control enhancements. It also contains emerging risks and themes that have +the potential to evolve into top risks in the future. +Business Continuity and Crisis Management +GRI 3-3 +Our established business continuity and crisis management approach includes a crisis +contact and escalation process, which is tested on a regular basis. The Executive Board +retains overall responsibility for policy setting, supervision and effective implementation and +has delegated responsibility for business process disruption risk to the Chief Operating +Officer. As we recognize that significant business disruptions are a possibility, the business +continuity management program has defined roles and responsibilities, which are designed to +foster a consistent and effective approach to resiliency throughout our company and to result +in an effective fit-for-purpose capability. We designed comprehensive business continuity +procedures to minimize the impact of a significant business disruption, the effectiveness of +which have been demonstrated through various crises. We are prepared to address adverse +impacts that a pandemic, epidemic or other disasters may have on the delivery of our +services. We are also capable of ensuring work-from-home for all our employees at the same +time, if necessary – including portfolio management. We will maintain a risk-based approach +and use the recommendations of the World Health Organization and the national health +ministries, to preserve the health of our staff and clients, also to live up to our responsibility +for society. Each of the core business functions and infrastructure groups maintain their +business continuity plans to ensure continuous and reliable service. These plans are +reviewed, updated and tested annually. +Dedicated Product Lifecycle Risk Management +We have a product lifecycle management framework that is designed to ensure that +appropriate systems, processes and controls for the design, approval, marketing, +management and systematic monitoring of products throughout their lifecycle are in place. +This framework is designed to manage the risks associated with the implementation of new +products as well as material product changes during the product lifecycle. Products and +services are subject to a systematic review process to ensure that the associated risk +assessment outcome and controls remain fit for purpose. +Dedicated Reputational Risk Management +We have a dedicated reputational risk management framework, which sets out the process, +including roles and responsibilities, to support employees in identifying, assessing, managing, +and reporting reputational risk. This process also considers ESG factors. The Reputational +Risk Committee takes preventive decisions on matters which might trigger reputational risk, +in alignment with our risk appetite. +We seek to ensure that reputational risk is in line with our business strategy and overall risk +profile. Reputational risk cannot be precluded and is also driven by any unforeseeable change +in the perception of practices by our various stakeholders (e. g., public, clients, shareholders, +and regulators). In line with our fiduciary responsibilities, we strive to balance the firm’s +reputational risk with the economic interests of our clients. +Financial Risk +IFR Article 47 +Key Drivers for Market Risk +IFRS 7/IAS 1 +Market risk is the potential for change in the value of financial instruments due to changes in +market prices. We are exposed to non-trading market risk, which arises from our investments +and from off-balance sheet exposures. The key risk drivers include movements in interest +rates, credit spreads, foreign exchange rates, commodity prices, and equity prices. These, in +turn, can be impacted by general market movements related to the economic environment or +socio-political and geo-political events. The primary objective in the management of market +risk is to ensure that risk exposure is within the approved risk appetite. +Market risk primarily concerns liquid seed investments, co- and illiquid seed investments, +guaranteed products, foreign exchange, pension, and equity compensation, as outlined +below. +Liquid seed investments: Capital is deployed to build marketable track records by providing +initial funding for new liquid products initiated by us. These products include primarily +exchange traded and mutual funds which invest in stocks and bonds. We execute an +economic risk position offset process to minimize the profit/loss volatility of the seed +investment portfolio. Liquid seed investments are typically short-term (up to three years, +frequently shorter) and risk positions are broadly offset within a 6% tracking error on notional +to minimize market risk. Offsetting positions are classified as derivatives on the balance sheet. +Co- and illiquid seed investments: We have co-investments primarily in fund products that +invest in alternative asset classes such as real estate, infrastructure, private equity, and +sustainable investments. Investments are made to ensure an alignment of interest between + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Risk Report +51 Financial Risk \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_74.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_74.txt new file mode 100644 index 0000000000000000000000000000000000000000..36b79260c123d15febb76ddf1fa42a7063284458 --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_74.txt @@ -0,0 +1,78 @@ +fund investors and the Group and are normally held to maturity. Similar to liquid seed +investments, there are also instances where seed capital is provided to launch alternative +funds. +Strategic investments: Strategic investments typically have the primary objective of +enhancing the franchise value by providing access, for example, to specific markets, products +or exchanges. A strategic investment, therefore, has a broader strategic business objective +than making a return on the investment itself. +The key risk inherent in our portfolio of co-, strategic and illiquid seed investments is the +impact of an event on the value of the underlying assets potentially resulting in the need to +partially impair or even fully write-off the value of an investment. Key events can include: +– Economic environment: Material economic downturn impacting the value of the +underlying fund investments +– Geo-political risk: Material geo-political events impacting the value of underlying fund +investments such as the US-China trade dispute or a political shift in willingness to support +or subsidize certain industries such as the sustainability sector +– Equity prices: Impact on underlying investments of a change in equity prices in turn +impacting the value of the co-investment in the relevant funds +– Foreign exchange (FX): Impact on reported value of investments of movements in foreign +currencies relative to Euro. +– Interest rates: Impact of interest rate movements on funds invested in debt instruments +and/or providing loans (e. g., private debt funds); wider, indirect impact of rising interest +rates on investor appetite for investment in alternative funds +– Commodity prices: Impact on underlying investments of a change in commodity prices in +turn impacting the value of investment in the relevant funds (e. g., real estate construction +costs) +– Sustainability risk and adverse impact factors: Sustainability risk factors, including +climate factors, may negatively impact investment fair value; investments may adversely +affect the environment or have negative social impact +– Idiosyncratic risk: Market risk can also occur because of specific investment +characteristics, for example operational leverage or, management quality, or fraud +Decreases in investment valuations directly impact our profits via reduction of fair value. In +addition, fee income is negatively affected due to the lower asset value of the underlying +fund. Furthermore, potential issues in current or future capital raising and/or reputational/ +litigation risk may arise. +Guaranteed products: We manage guaranteed retirement accounts (“Riester Products”) and +guaranteed funds, whereby we provide a full or partial notional guarantee at maturity. Riester +guaranteed retirement accounts are voluntary private pension schemes in Germany that are +government subsidized. +The guaranteed products portfolios are managed using constant proportion portfolio +insurance strategies and techniques, which use a rule-based exposure allocation mechanism +into highly rated assets and riskier assets, depending on market levels. This allocation +mechanism between the two components is designed to limit the downside risk. Guaranteed +products may invest into a wide range of equity and fixed income securities as well as other +instruments permitted in the product documentation. +The risk for the Group as guarantor occurs if the net asset value of underlying funds at the +respective guarantee date is less than the guaranteed amount. The respective guarantee +shortfall is reflected as negative market values from derivative financial instruments. A +provision is booked, aligned to the long-dated maturity of the underlying guarantees. +The guarantee shortfall is particularly sensitive to movements in the long-dated interest rate +curves and can also fluctuate due to changes in: +— Market development: in addition to changes in long-dated interest rates, the shortfall is +also impacted by changes in equity prices, volatility, and other market factors impacting the +net asset value (e. g. performance of underlying assets and funds) +— Changes in client behaviour: e. g., decreases in cancellation rates increase the shortfall as +do client contributions if made in a low interest rate environment +— Model assumptions: the shortfall calculation can be influenced by changes in model +assumptions and the timing of the market data snapshot used +This risk is regularly monitored under different stress scenarios and client contribution and +cancellation simulations. We mitigate interest rate risk as and when necessary to retain a +balanced risk position in line with our risk appetite and strategic goals. The mitigating +instruments include long-dated bonds, long-dated interest rate swaps or swap options. +Pension risk: We are exposed to market risk from several defined benefit pension schemes +for past and current employees. The ability of the pension schemes to meet the projected +pension payments is maintained through investments and ongoing plan contributions. Market +risk can materialize due to a potential decline in the market value of the assets or an increase +in the liability of each of the pension plans. Key risk factors include interest rates, inflation, +credit spreads, and equity values. The overall risk increases with reduction in plan + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Risk Report +52 Financial Risk \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_75.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_75.txt new file mode 100644 index 0000000000000000000000000000000000000000..7d1fe433f1042551f940587bbe609137b2a8bee1 --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_75.txt @@ -0,0 +1,75 @@ +contributions as plans mature, increased, or offset by changes in the longevity profile of the +pensioner population. +Equity compensation risk: Equity compensation is linked to our share price and performance +and so is a right way risk since liabilities will primarily only increase if the share price and +relevant performance improves. We monitor and manage the resulting profit and loss +volatility and enter into short-term derivatives to retain a balanced risk position as and when +necessary, in line with our risk appetite and strategic goals. +Structural foreign exchange: Structural foreign exchange (FX) risk arises from our non-Euro +denominated subsidiaries, primarily US Dollar and Pound Sterling. We monitor our structural +foreign exchange risks on an ongoing basis and may selectively offset the risk positions with +the primary objective to stabilize consolidated capital and internal capital adequacy metrics. +Foreign exchange: Foreign exchange risk arises from our assets and liabilities that are +denominated in currencies other than the functional currency of the respective entity. These +positions are translated at the period end closing rate and can give rise to fluctuations in the +reported value of the investments. Foreign exchange gains or losses resulting from the +translation and settlement of these items are recognized in the consolidated statement of +income as net gains or losses on financial assets/liabilities at fair value through profit or loss. +We may selectively use instruments to offset foreign exchange exposure as and when +necessary to retain a balanced risk position in line with our risk appetite and strategic goals. +Management of Financial Risk +The above-mentioned types of financial risks are subject to dedicated approval processes +which are designed to ensure that all aspects of risk, capital and funding are considered +before new risk exposures are taken. For new co-investment and seed capital requests, for +example, there is a clearly defined approval authority matrix dependent on the size of the +capital request. Investment allocations and requests are reviewed and monitored by the +Capital Investment Committee and + assigned to the respective authority. The consideration of +sustainability risk and adverse impacts is part of the investment approval process. +Market risk exposure is identified and captured based on our risk type framework covering +equity, foreign exchange, interest rate, credit spread, commodity, and idiosyncratic risk. Risk +is measured by estimating the potential losses from a particular risk type. This is usually +achieved by determining the exposure, the trend and potential change in market value as well +as the covariance with other relevant assets and liabilities. Established capital models tailored +to our risk profile are used to calculate the capital consumption of financial risks. +When necessary, approvals are granted subject to conditions to mitigate the potential risk to +the Group and its stakeholders. Such conditions can include limiting concentrations in high- +risk sectors and/or geographies. One area where risk position offsetting is routinely used as a +direct risk mitigation is the seed capital portfolio. +A limit structure for the Group’s investments is in place with regular monitoring to ensure the +risks remain within risk tolerance levels. The co-investment portfolio is also subject to bi- +annual reviews at the underlying fund level to ensure the risk profile is maintained and any +emerging risks are escalated where necessary. Ad-hoc monitoring and/or reviews of any +aspect of the financial risk portfolio are carried out as and when required. +The risk framework for co- and illiquid seed investments has been reviewed and enhanced to +accommodate our growth strategy in alternatives investments. This includes multi period risk +planning, portfolio risk and attribution analysis, a refined set of limits complementing risk +appetite, and control thresholds as part of risk monitoring and decision-making. +For sensitivity analyses on market risk exposures please refer to note ‘09 – Financial +Instruments’ to the ‘Consolidated Financial Statements’. +Credit Risk +IFRS 7/IAS 1 +Credit risk arises from all transactions where actual, contingent or potential claims against +any counterparty, borrower, obligor or issuer (which we refer to collectively as +“counterparties”) exist. +As an asset manager, we do not undertake business activities that result in material credit +risk. For the Group, credit risk exposure relates primarily to cash and cash equivalent +positions that are placed with third party banking and financial institutions. The +counterparties are monitored via market parameters, the usage of independent credit ratings, +ESG signals, and proprietary credit risk assessment. The related credit risk exposure to these +counterparties is aggregated and managed within appropriate limits. +To further diversify credit risk in our corporate liquidity management, other options have been +used, including investing in government bonds, corporate bonds, and money market +instruments. + +To our Shareholders Summarised +Management Report +Consolidated +Financial Statements Compensation Report Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Risk Report +53 Financial Risk +The secret animal #4 is a "frog". \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_8.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_8.txt new file mode 100644 index 0000000000000000000000000000000000000000..5d1c2822dc181396fcde3aeb003967f7186a9898 --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_8.txt @@ -0,0 +1,88 @@ +There were also some changes on the Supervisory Board in 2023. Ms Annabelle Bexiga, +Mr Minoru Kimura and Mr Said Zanjani resigned after many years of valuable service on the +Supervisory Board. Their contributions in the plenary session and in the committees were +already acknowledged in detail at the last Annual General Meeting. The Annual General +meeting in June 2023 elected Prof Dr Christina E. Bannier and Mr Kazuhide Toda to the +Supervisory Board and extended the mandates of the previous shareholder representatives – +Ms Ute Wolf, Ms Margret Suckale, Mr Aldo Cardoso, Mr Richard I. Morris, Jr., Mr Bernd +Leukert and myself. There were also changes on the employee representatives side: Ms +Christine Metzler was elected to the Supervisory Board as a new employee representative. +Ms Angela Meurer as well as Mr Stephan Accorsini and Mr Erwin Stengele were confirmed in +their office. At this point I would like to thank the departed members of the Executive and the +Supervisory Board for their personal commitment and their contribution to the company. +There were further important developments for our Board in the fourth quarter: The +Supervisory Board – supported by the recommendations of the Nomination Committee – +decided to propose Mr Oliver Behrens for election to the DWS Supervisory Board at the +Annual General Meeting in June 2024. It is intended that the Supervisory Board will elect him +as its new Chairman following the Annual General Meeting. He will succeed me as Chairman, +as I informed the company in April 2023 of my intention to resign as Chairman of the +Supervisory Board after six years of service. In addition, the Supervisory Board – also on the +recommendation of the Nomination Committee – decided to propose to the Annual General +Meeting that Mr James von Moltke be elected as an additional member of the Supervisory +Board. Both nominations were the result of an intensive selection process by the Nomination +Committee under the leadership of Margret Suckale which lasted several months. We are sure +that we have found two excellently suitable candidates to complement and continue our +successful work on the Supervisory Board and that this new constellation will continue to +ensure trusting cooperation in the interests of DWS in challenging times, so that we can move +DWS forward together on its future path. +In detail for the reporting year: +The Supervisory Board continuously and properly performed the tasks assigned to it by legal +and supervisory provisions, the company's articles of association and the Supervisory Board's +rules of procedure. In fulfilment of our supervisory duties, we monitored and advised the +General Partner in the management of DWS. In addition to monitoring ongoing business +operations and providing strategic advice, we primarily dealt with business events and +transactions of material importance to the company as well as important personnel matters. +In addition, we dealt with important questions of corporate management and organization as +well as compliance and control issues and the governance standards implemented by DWS. +The management regularly informed us in writing and verbally about important company +matters. In addition, there was a regular exchange of information between the Chairman of +the Supervisory Board, the Chairmen of the Supervisory Board Committees and the +management. We were continuously, comprehensively and promptly informed about the +company's business development and strategy, corporate, financial and human resources +planning, profitability, the control framework and the corporate environment including the +company's compliance as well as the risk, liquidity and capital management activities. +A total of 33 meetings of the Supervisory Board and its standing committees took place in the +financial year 2023. The average participation rate was more than 97%. Information about the +participation of individual members of the Supervisory Board is contained in the ‘Meeting +Attendance’ section of this Annual report. Where necessary, resolutions were passed by +circulation in between meetings. +Meetings of the Supervisory Board in Plenum +The Supervisory Board held nine meetings in 2023, in which we dealt with all matters of +significance to the company within the scope of our responsibilities. +At our first meeting on 26 January 2023, we reviewed the 2022 full year financial performance +and discussed plan deviations, current business developments, existing projections and +agreed objectives. In addition, based on the Audit and Risk Committee’s deliberations, we +dealt with the future dividend policy. Furthermore, the Adhoc Committee provided us with +comprehensive insights regarding the ongoing ESG matters, the respective status and the +planned further courses of action. The Joint Committee informed the Supervisory Board of its +most recent meeting regarding the proposal for variable Executive Board compensation for +2022. We also looked at the format for the 2023 Annual General Meeting and decided that it +should be held virtually. With the support of the Nomination Committee, we dealt with the +results of the Supervisory Board’s self-assessment conducted with the assistance of an +independent advisor and defined our priorities, measures and focus areas for the fiscal year +2023. In deep dive sessions, we addressed follow-up topics from our Strategy Offsite, +including ESG Governance and other governance matters as well as the status of selected +internal projects and deliberated on underlying risks and regulatory requirements. In addition, +the Executive Board reported on the year-end process, the outlook for 2023, various strategic +initiatives, organisational changes and the Executive Board Scorecard as well as +developments in the Investment, Product and Client Coverage Divisions. +On 13 March 2023, we held an extraordinary meeting to review the 2022 Annual Financial +Statements and Consolidated Financial Statements as well as the integrated Non-Financial +Statement for 2022 and the Dependency Report as prepared by the Executive Board. +A special focus in this regard was on ESG-related aspects. Based on the recommendation of + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Report of the Supervisory Board +VI \ No newline at end of file diff --git a/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_9.txt b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_9.txt new file mode 100644 index 0000000000000000000000000000000000000000..1d4b251d74e54f4aea68eb9295acf4c97e8deef6 --- /dev/null +++ b/DWS/DWS_75Pages/Text_TextNeedles/DWS_75Pages_TextNeedles_page_9.txt @@ -0,0 +1,89 @@ +the Audit and Risk Committee and following an in-depth discussion with representatives of +the statutory auditor KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin (KPMG), we +unanimously approved the Annual Financial Statements as well as the Consolidated Financial +Statements. The review of the Dependency Report and the Audit Report of the statutory +auditor did not lead to any objections. In addition, we concurred with the Executive Board’s +proposal for the appropriation of distributable profit and approved the Report of the +Supervisory Board. +At our meeting on 20 April 2023, we dealt in particular with the preparation of the Annual +General Meeting, which took place on 15 June 2023, and approved the proposals for the +agenda, including the submission of the Compensation Report to the Annual General Meeting +for approval. Taking into account the recommendations of the Nomination Committee and +legal requirements, the Supervisory Board decided to nominate the shareholder +representatives Prof Dr Christina E. Bannier and Kazuhide Toda for election at the Annual +General Meeting as successors to the shareholder representatives Annabelle Bexiga and +Minoru Kimura who were no longer available for another term. We also dealt in depth with +ongoing investigations based on a detailed overview provided by the Adhoc Committee. In +deep dive sessions, we addressed our strategy, sustainability initiatives and dealt with other +internal projects. Furthermore, the Executive Board reported on overall business development +and strategic initiatives. +The Supervisory Board met for the first time in its new composition at a constituent meeting +on 22 June 2023, following the election of shareholder representatives at the Annual General +Meeting on 15 June 2023 as well as the election of employee representatives on 21 June 2023. +The Supervisory Board unanimously elected me as Chairman of the Supervisory Board and +Ute Wolf as Deputy Chairwoman. Further, the new composition of the committees was +decided. There were no changes in the composition of the Audit and Risk Committee. There +were also only minor adjustments to the other committees: Prof Christina E. Bannier replaced +the previous member Annabelle Bexiga on the Remuneration Committee, Angela Meurer took +the place of Said Zanjani on the Nomination Committee and Erwin Stengele took over Said +Zanjani's previous position on the Adhoc Committee. +On 19 July 2023, we dealt with a debrief on the course and main topics of the Annual General +Meeting. The review of the Interim Report 2023 was another part of our meeting and we dealt +with business development and the firm’s outlook for the second half of the year. The Adhoc +Committee provided detailed information on the ESG matters. Furthermore, the Nomination +Committee reported on the search for a new Chairperson of the Supervisory Board. In deep +dive sessions, we also reviewed internal projects in detail with a focus on our multi-year +transformation program. We discussed the agenda for the upcoming strategy meeting of the +Supervisory Board and there was a report on the ESG strategy of the company. The Executive +Board provided a status report on their strategic initiatives, discussed the developments of +the business in the Americas and provided an economic outlook. Moreover, there was a +report on organisational changes below the Executive Board. +At an extraordinary meeting on 3 August 2023, the Supervisory Board was informed that +Dr Markus Kobler had been appointed as the new CFO and successor to Claire Peel by +resolution of the shareholders’ meeting of the General Partner (with effect from 1 November +2023). Both Claire Peel’s resignation as well as the appointment of Dr Markus Kobler took +place in compliance with all relevant reporting obligations. The Supervisory Board also +discussed other internal topics. +On 12 and 13 September 2023, we held our annual strategy offsite with the participation of +the Executive Board as well as representatives of the extended leadership team. Under the +leadership of Dr Stefan Hoops, the Executive Board had reviewed the company’s strategic +alignment and presented it as part of a Capital Market Day in December 2022. We looked +back together at the strategic milestones that had already been achieved and discussed +individual adjustments of initiatives, for instance in response to the changing market +environment and trends, as well as investments in new growth areas. We analysed priorities +for forward-looking strategic initiatives that address the challenges of the dynamic market +and regulatory environment. In this regard, we discussed trends, risks and opportunities as +well as financial and non-financial objectives in detail and identified focus topics together +with the Executive Board. These included the positive performance culture within DWS, the +sustainability strategy and its implementation, and the company's data strategy. We also +highlighted our strategies in Asia Pacific and in the Americas. Another key focus of the +meeting was the discussion of the impact on and measures for our IT and our multi-year +transformation program, which resulted from an internal audit report. At our intensive +workshop, we agreed on 13 follow-up actions, which are since being implemented by the +Executive Board. We are kept regularly updated on the status of implementation. +At our meeting on 19 October 2023, the Supervisory Board was informed on the status of the +ESG matter by the Adhoc Committee and further internal matters. The Nomination +Committee informed the Supervisory Board about the progress in the search for a new +Chairperson of the Supervisory Board. We dealt intensively with our multi-year transformation +program and discussed the future direction of the project. The Supervisory Board also dealt +with the sustainability strategy, one of the core topics of the strategy meeting. The Executive +Board further reported on the overall business development and on the status updates of +strategic and transformational initiatives. +At an extraordinary meeting on 3 November 2023, the Supervisory Board decided, on +recommendation by the Nomination Committee, to propose Oliver Behrens for election as + +To our +Shareholders +Summarised +Management Report +Consolidated +Financial Statements +Compensation +Report +Corporate Govern- +ance Statement +Supplementary +Information DWS 2023 Annual Report +  +Report of the Supervisory Board +VII \ No newline at end of file diff --git a/NewRiver/NewRiver_200Pages/Images_TextImageNeedles/NewRiver_200Pages_ImageNeedles_page_140.jpg b/NewRiver/NewRiver_200Pages/Images_TextImageNeedles/NewRiver_200Pages_ImageNeedles_page_140.jpg new file mode 100644 index 0000000000000000000000000000000000000000..4ddbddd8e0ac6dbec1a53a0df6e605f6d98289cd --- /dev/null +++ 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b/NewRiver/NewRiver_200Pages/Images_TextImageNeedles/NewRiver_200Pages_ImageNeedles_page_32.jpg new file mode 100644 index 0000000000000000000000000000000000000000..33c875a0be5285ff5bd16772b24eaf6014a187ff --- /dev/null +++ b/NewRiver/NewRiver_200Pages/Images_TextImageNeedles/NewRiver_200Pages_ImageNeedles_page_32.jpg @@ -0,0 +1,3 @@ +version https://git-lfs.github.com/spec/v1 +oid sha256:0e7abe020eb14dda0388f116c02d43699a31d8414848f179eca196057d4df94b +size 274563 diff --git a/Vesuvius/Vesuvius_100Pages/needles.csv b/Vesuvius/Vesuvius_100Pages/needles.csv new file mode 100644 index 0000000000000000000000000000000000000000..2d4e79ead0a769488d4569519b78efa8fc03617c --- /dev/null +++ b/Vesuvius/Vesuvius_100Pages/needles.csv @@ -0,0 +1,25 @@ +The secret fruit is a "grape". +The secret flower is "lavender". +The secret object #3 is a "plate". +The secret object #5 is a "candle". +The secret drink is "milk". +The secret transportation is an "airplane". +The secret animal #4 is a "horse". +The secret currency is a "rupee". +The secret office supply is an "envelope". +The secret sport is "skiing". +The secret object #4 is a "mirror". +The secret animal #3 is an "owl". +The secret shape is a "star". +The secret object #2 is a "watch". +The secret animal #1 is an "elephant". +The secret vegetable is a "mushroom". +The secret landmark is the "Colosseum". +The secret instrument is a "drum". +The secret food is "fries". +The secret kitchen appliance is a "toaster". +The secret object #1 is a "door". +The secret clothing is a "dress". +The secret animal #5 is a "rabbit". +The secret animal #2 is a "koala". +The secret tool is "scissors". diff --git a/Vesuvius/Vesuvius_100Pages/needles_info.csv b/Vesuvius/Vesuvius_100Pages/needles_info.csv new file mode 100644 index 0000000000000000000000000000000000000000..c82d1dfe04eac6c323b11a90fafa5924a7cace8e --- /dev/null +++ b/Vesuvius/Vesuvius_100Pages/needles_info.csv @@ -0,0 +1,25 @@ +The secret fruit is a "grape".,4,9,purple,white,0.278,0.225,times-bold,82 +The secret flower is "lavender".,6,11,green,white,0.859,0.743,courier,86 +The secret object #3 is a "plate".,12,12,gray,white,0.06,0.602,helvetica-boldoblique,89 +The secret object #5 is a "candle".,16,11,white,black,0.839,0.348,helvetica-bold,141 +The secret drink is "milk".,18,11,orange,black,0.533,0.548,times-italic,120 +The secret transportation is an "airplane".,24,10,yellow,black,0.452,0.82,times-roman,82 +The secret animal #4 is a "horse".,28,11,red,white,0.02,0.775,times-bolditalic,116 +The secret currency is a "rupee".,32,12,brown,white,0.893,0.409,courier-oblique,132 +The secret office supply is an "envelope".,36,10,black,white,0.374,0.432,helvetica,102 +The secret sport is "skiing".,38,12,blue,white,0.278,0.774,courier-bold,108 +The secret object #4 is a "mirror".,44,11,green,white,0.791,0.173,times-bolditalic,91 +The secret animal #3 is an "owl".,48,12,white,black,0.803,0.954,helvetica-boldoblique,83 +The secret shape is a "star".,49,9,blue,white,0.294,0.66,times-roman,95 +The secret object #2 is a "watch".,54,9,purple,white,0.88,0.77,helvetica-bold,98 +The secret animal #1 is an "elephant".,59,12,gray,white,0.225,0.268,courier,125 +The secret vegetable is a "mushroom".,62,12,brown,white,0.722,0.372,times-italic,109 +The secret landmark is the "Colosseum".,66,10,red,white,0.817,0.131,courier-oblique,110 +The secret instrument is a "drum".,71,10,black,white,0.664,0.233,times-bold,90 +The secret food is "fries".,75,9,orange,black,0.131,0.528,helvetica,127 +The secret kitchen appliance is a "toaster".,77,9,yellow,black,0.202,0.2,courier-bold,141 +The secret object #1 is a "door".,84,11,orange,black,0.567,0.341,helvetica-bold,140 +The secret clothing is a "dress".,85,11,brown,white,0.851,0.901,courier-bold,119 +The secret animal #5 is a "rabbit".,92,11,red,white,0.123,0.503,helvetica,66 +The secret animal #2 is a "koala".,94,13,green,white,0.448,0.45,times-bold,106 +The secret tool is "scissors".,98,9,black,white,0.857,0.97,times-bolditalic,106 diff --git a/Vesuvius/Vesuvius_100Pages/prompt_questions.txt b/Vesuvius/Vesuvius_100Pages/prompt_questions.txt new file mode 100644 index 0000000000000000000000000000000000000000..6c230f09b2afe31ce434a003b3beeeb1652d17ab --- /dev/null +++ b/Vesuvius/Vesuvius_100Pages/prompt_questions.txt @@ -0,0 +1,25 @@ +What is the secret fruit in the document? +What is the secret flower in the document? +What is the secret object #3 in the document? +What is the secret object #5 in the document? +What is the secret drink in the document? +What is the secret transportation in the document? +What is the secret animal #4 in the document? +What is the secret currency in the document? +What is the secret office supply in the document? +What is the secret sport in the document? +What is the secret object #4 in the document? +What is the secret animal #3 in the document? +What is the secret shape in the document? +What is the secret object #2 in the document? +What is the secret animal #1 in the document? +What is the secret vegetable in the document? +What is the secret landmark in the document? +What is the secret instrument in the document? +What is the secret food in the document? +What is the secret kitchen appliance in the document? +What is the secret object #1 in the document? +What is the secret clothing in the document? +What is the secret animal #5 in the document? +What is the secret animal #2 in the document? +What is the secret tool in the document? diff --git a/Vesuvius/Vesuvius_10Pages/needles.csv b/Vesuvius/Vesuvius_10Pages/needles.csv new file mode 100644 index 0000000000000000000000000000000000000000..abab89ae248b1e31922ec7011a456ff13e372e7b --- /dev/null +++ b/Vesuvius/Vesuvius_10Pages/needles.csv @@ -0,0 +1,10 @@ +The secret fruit is a "grape". +The secret flower is "lavender". +The secret drink is "milk". +The secret transportation is an "airplane". +The secret currency is a "rupee". +The secret office supply is an "envelope". +The secret sport is "skiing". +The secret shape is a "star". +The secret vegetable is a "mushroom". +The secret landmark is the "Colosseum". diff --git a/Vesuvius/Vesuvius_10Pages/needles_info.csv b/Vesuvius/Vesuvius_10Pages/needles_info.csv new file mode 100644 index 0000000000000000000000000000000000000000..726505bd5b56e3428a8d70c7ca102a3cc2d41920 --- /dev/null +++ b/Vesuvius/Vesuvius_10Pages/needles_info.csv @@ -0,0 +1,10 @@ +The secret fruit is a "grape".,1,11,gray,white,0.052,0.757,helvetica-bold,57 +The secret flower is "lavender".,2,10,orange,black,0.372,0.427,times-roman,109 +The secret drink is "milk".,3,12,blue,white,0.819,0.007,times-italic,111 +The secret transportation is an "airplane".,4,9,purple,white,0.363,0.95,times-bold,109 +The secret currency is a "rupee".,5,13,brown,white,0.638,0.564,times-bolditalic,61 +The secret office supply is an "envelope".,6,9,green,white,0.518,0.498,helvetica-boldoblique,102 +The secret sport is "skiing".,7,10,red,white,0.81,0.921,courier-oblique,103 +The secret shape is a "star".,8,7,yellow,black,0.868,0.77,courier,135 +The secret vegetable is a "mushroom".,9,13,black,white,0.424,0.907,helvetica,130 +The secret landmark is the "Colosseum".,10,11,white,black,0.876,0.298,courier-bold,114 diff --git a/Vesuvius/Vesuvius_10Pages/prompt_questions.txt b/Vesuvius/Vesuvius_10Pages/prompt_questions.txt new file mode 100644 index 0000000000000000000000000000000000000000..ec9c73383866b9c7e4fec02c49404faa782ad0a9 --- /dev/null +++ b/Vesuvius/Vesuvius_10Pages/prompt_questions.txt @@ -0,0 +1,10 @@ +What is the secret fruit in the document? +What is the secret flower in the document? +What is the secret drink in the document? +What is the secret transportation in the document? +What is the secret currency in the document? +What is the secret office supply in the document? +What is the secret sport in the document? +What is the secret shape in the document? +What is the secret vegetable in the document? +What is the secret landmark in the document? diff --git a/Vesuvius/Vesuvius_150Pages/needles.csv b/Vesuvius/Vesuvius_150Pages/needles.csv new file mode 100644 index 0000000000000000000000000000000000000000..2d4e79ead0a769488d4569519b78efa8fc03617c --- /dev/null +++ b/Vesuvius/Vesuvius_150Pages/needles.csv @@ -0,0 +1,25 @@ +The secret fruit is a "grape". +The secret flower is "lavender". +The secret object #3 is a "plate". +The secret object #5 is a "candle". +The secret drink is "milk". +The secret transportation is an "airplane". +The secret animal #4 is a "horse". +The secret currency is a "rupee". +The secret office supply is an "envelope". +The secret sport is "skiing". +The secret object #4 is a "mirror". +The secret animal #3 is an "owl". +The secret shape is a "star". +The secret object #2 is a "watch". +The secret animal #1 is an "elephant". +The secret vegetable is a "mushroom". +The secret landmark is the "Colosseum". +The secret instrument is a "drum". +The secret food is "fries". +The secret kitchen appliance is a "toaster". +The secret object #1 is a "door". +The secret clothing is a "dress". +The secret animal #5 is a "rabbit". +The secret animal #2 is a "koala". +The secret tool is "scissors". diff --git a/Vesuvius/Vesuvius_150Pages/needles_info.csv b/Vesuvius/Vesuvius_150Pages/needles_info.csv new file mode 100644 index 0000000000000000000000000000000000000000..8c5d760b649ce0d9963622704d49eef213b88da2 --- /dev/null +++ b/Vesuvius/Vesuvius_150Pages/needles_info.csv @@ -0,0 +1,25 @@ +The secret fruit is a "grape".,4,10,gray,white,0.637,0.553,helvetica-bold,88 +The secret flower is "lavender".,9,11,purple,white,0.39,0.307,courier,107 +The secret object #3 is a "plate".,18,14,orange,black,0.957,0.345,times-bold,135 +The secret object #5 is a "candle".,21,13,green,white,0.929,0.077,times-italic,74 +The secret drink is "milk".,25,13,black,white,0.085,0.943,courier-bold,105 +The secret transportation is an "airplane".,32,12,yellow,black,0.131,0.603,helvetica,92 +The secret animal #4 is a "horse".,39,8,white,black,0.886,0.316,times-roman,80 +The secret currency is a "rupee".,48,11,brown,white,0.294,0.128,helvetica-boldoblique,91 +The secret office supply is an "envelope".,50,9,blue,white,0.392,0.618,times-bolditalic,117 +The secret sport is "skiing".,57,8,red,white,0.238,0.658,courier-oblique,93 +The secret object #4 is a "mirror".,61,10,black,white,0.201,0.367,courier,71 +The secret animal #3 is an "owl".,71,9,red,white,0.719,0.436,helvetica-bold,76 +The secret shape is a "star".,78,10,orange,black,0.631,0.646,helvetica,76 +The secret object #2 is a "watch".,79,14,purple,white,0.322,0.688,courier-bold,121 +The secret animal #1 is an "elephant".,86,10,gray,white,0.801,0.712,courier-oblique,99 +The secret vegetable is a "mushroom".,94,9,green,white,0.674,0.369,helvetica-boldoblique,110 +The secret landmark is the "Colosseum".,100,12,white,black,0.188,0.012,times-italic,117 +The secret instrument is a "drum".,103,8,brown,white,0.749,0.785,times-bold,126 +The secret food is "fries".,114,11,blue,white,0.5,0.069,times-bolditalic,135 +The secret kitchen appliance is a "toaster".,120,8,yellow,black,0.255,0.234,times-roman,94 +The secret object #1 is a "door".,126,13,yellow,black,0.294,0.09,times-roman,142 +The secret clothing is a "dress".,132,9,purple,white,0.037,0.647,helvetica-bold,116 +The secret animal #5 is a "rabbit".,135,11,black,white,0.602,0.915,helvetica,86 +The secret animal #2 is a "koala".,141,11,green,white,0.652,0.366,courier,83 +The secret tool is "scissors".,149,11,orange,black,0.893,0.476,times-bold,109 diff --git a/Vesuvius/Vesuvius_150Pages/prompt_questions.txt b/Vesuvius/Vesuvius_150Pages/prompt_questions.txt new file mode 100644 index 0000000000000000000000000000000000000000..6c230f09b2afe31ce434a003b3beeeb1652d17ab --- /dev/null +++ b/Vesuvius/Vesuvius_150Pages/prompt_questions.txt @@ -0,0 +1,25 @@ +What is the secret fruit in the document? +What is the secret flower in the document? +What is the secret object #3 in the document? +What is the secret object #5 in the document? +What is the secret drink in the document? +What is the secret transportation in the document? +What is the secret animal #4 in the document? +What is the secret currency in the document? +What is the secret office supply in the document? +What is the secret sport in the document? +What is the secret object #4 in the document? +What is the secret animal #3 in the document? +What is the secret shape in the document? +What is the secret object #2 in the document? +What is the secret animal #1 in the document? +What is the secret vegetable in the document? +What is the secret landmark in the document? +What is the secret instrument in the document? +What is the secret food in the document? +What is the secret kitchen appliance in the document? +What is the secret object #1 in the document? +What is the secret clothing in the document? +What is the secret animal #5 in the document? +What is the secret animal #2 in the document? +What is the secret tool in the document? diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_100.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_100.txt new file mode 100644 index 0000000000000000000000000000000000000000..3eafd6c893e5c3c35280d3e81f2213276b18cd48 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_100.txt @@ -0,0 +1,107 @@ +Vesuvius plc Annual Report and Financial Statements 202398 +© 2019 Friend Studio Ltd File name: AuditCoXReport_v50 Modification Date: 18 March 2024 6:15 pm +Audit Committee continued +Although cyber security remains a matter for the full Board, +see page 73, the Committee considers the effectiveness of the +Group’s cyber controls at mitigating the risk of further incidents +that might impact the Group’s financial controls in the future. +In July, the Committee received a report from the Group’s +cyber consultants on the Group’s cyber security systems and +preparedness. This provided useful benchmark data on the +Group’s systems and processes, an analysis of the development +of the Group’s cyber security, including its resourcing, emerging +risks and the Group’s future plans for focus and investment. +The Committee believes that an appropriate control environment +exists, but recognises that there remain areas for further upgrade +in respect of the Group’s cyber risks. The Committee recognises +that with an organisation of the size and complexity of Vesuvius it +is virtually impossible to eradicate the risk of cyber attack but is +pleased to note that whilst the Group’s systems were penetrated, +the risk management plans and practices in place, particularly +the business continuity plans, did serve to mitigate the incident. +The Group undertakes a range of activities to mitigate the risk +of fraud. This framework is regularly reviewed to determine +areas for improvement. Eliminating the risk of fraud remains +one of the key areas of focus for Internal Audit, forming +a fundamental part of the Financial Controls and Compliance +audits. These assess the quality of the balance sheet +reconciliations, review key judgement matters, consider ERP +access rights, review tenders and quotations, review the entity’s +controls over the purchase requisition process, review the entity’s +controls over master data changes, and review controls over +payments, journals and associated applications, along with +travel and expense reimbursements. +Any control issues identified by management locally or as +a result of the work performed by Internal Audit are escalated as +appropriate. Internal Audit rates all control issues they identify in +terms of their significance and agrees remediation plans with the +management of the auditee and an action owner, in each case +establishing a target date for remediation. For significant issues, +management at all levels within the Business Unit are engaged +to agree the actions and remediation dates. The status of the +remediation is monitored and overdue issues are escalated +appropriately with management, and reported at Audit +Committee meetings. Where a specific audit identifies multiple +issues, or where issues arise on the progress of remediation +activities, the Audit Committee continues to challenge +management to identify root causes and ensure that the +right organisational structure and people are in place to +address issues effectively. +In line with the requirements of the Code, responsibility for +the oversight and monitoring of the Group’s Speak Up helpline, +which collates allegations of improper behaviour and employee +concerns, has passed from the Audit Committee to the full Board. +Members of the Committee are kept apprised of any complaints +received by the Company regarding fraud, accounting, internal +accounting controls and auditing matters. Further details of the +operation of the Group’s Speak Up policy and helpline can be +found on page 87. +Each year, the senior financial, operational and functional +management of the businesses self-certify compliance with +Group policies and procedures for the areas of the business under +their responsibility and confirm the existence of adequate internal +control systems throughout the year. The Committee reviews any +exceptions noted in this bottom-up exercise. +No significant control issues were raised by our External Auditors, +PwC and Mazars, in 2023, and no material issues were identified. +After considering these various inputs, the Committee was able +to provide assurance to the Board on the effectiveness of internal +financial control within the Group, and on the adequacy of the +Group’s broader internal control systems. +Internal Audit +The Group’s Internal Audit function operates on a global basis +through professionally qualified and experienced individuals +located in Poland, India, Malaysia and the Czech Republic. +The team reports to the Group Head of Internal Audit, who in +turn reports directly to the Chairman of the Audit Committee. +During the year the incumbent Group Head of Internal Audit +resigned. The Company currently has an acting Group Head of +Internal Audit and is focused on progressing the appointment +of a formal successor shortly. +Throughout 2023, Internal Audit continued to perform +a programme of audits focusing on internal financial controls +and key compliance issues. The Committee received, considered +and approved the 2023 Internal Audit plan which was constructed +using a risk-based approach to cover the Group’s control +environment. The plan is based on the premise that all operating +units are audited at least once every three to four years, and +each of the large operating entities located in Germany, the US, +China, Mexico and Brazil are audited on an annual basis. +Six categories of audit were conducted: Financial Controls Audits, +Deep Dive Trial Balance Audits, Compliance Audits, Focused +Audits (covering for example, purchasing, post acquisition and +P-cards), IT Audits and Follow-up Audits, with the majority of the +35 audit assignments undertaken in 2023 (2022: 32) focused on +financial controls. The Committee received a report from the +Group Head of Internal Audit at each of its meetings detailing +progress against the agreed plan and key trends and findings. +An update on the progress made towards resolving open issues +was also given. Common themes emerging from Internal +Audit reports coupled with Internal Audit and management’s +assessment of risk have informed the development of the +2024 Internal Audit plan. +When necessary, Internal Audit contracts auditors from other +audit firms to supplement internal resources on an ad hoc basis. +This process provides valuable learning opportunities and we +expect to continue to use external resources in specialist areas +and geographies in the future. \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_101.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_101.txt new file mode 100644 index 0000000000000000000000000000000000000000..debc6393a60f64372b38112bf6054570a9661adc --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_101.txt @@ -0,0 +1,118 @@ +99Strategic report  Governance  Financial statements +© 2019 Friend Studio Ltd File name: AuditCoXReport_v50 Modification Date: 18 March 2024 6:15 pm +Control issues are recorded in a live web-based database into +which management is required to report progress towards +addressing any open issues. Internal Audit monitors the progress +made and frequent meetings continue to be held with each +Business Unit President to ensure that engagement on the +resolution of issues is clearly understood at all levels of +the business and responsibility for remediation has been +appropriately assigned. The results are communicated to +the Audit Committee which also involves senior management +as necessary to provide an update against any high-priority +actions. Internal Audit undertakes follow-up reviews as required. +In situations where audit findings require longer-term solutions, +the Committee oversees the process for ensuring that adequate +mitigating controls are in place. +In 2023, the Audit Committee also commissioned EY to undertake +a formal review of the quality of the Group’s Internal Audit +function. EY assessed the Internal Audit function against +46 Institute of Internal Auditors standards and reported +to the Committee its observations on the function and +recommendations for improvement. In response to EY’s report, +the Group Head of Internal Audit prepared an action plan, +identifying key priorities for the function to address and +a timetable for changes to be made to further enhance the +effectiveness of the function. +At the end of the year the CFO also conducted an internal +review of the effectiveness of the Internal Audit function. +The feedback was positive overall with the function considered +to operate effectively. +Having considered the work of the Internal Audit function during +2023, including progress against the 2023 Internal Audit plan, +the quality of reports provided to the Committee, and the results +of the review of the function’s effectiveness, the Committee +concluded that the Internal Audit function operated effectively +during 2023, exhibiting an appropriate level of independence +and challenge. +External Audit +Auditors’ appointment +In 2017, the Company appointed PricewaterhouseCoopers LLP +(PwC) as External Auditors to the Company and the Group, and +Mazars LLP (Mazars) to audit the non-material entities within the +Group. Darryl Phillips serves as the PwC audit partner responsible +for the Group audit, a role he assumed following the completion +of the 2020 half-year review. +Under the Statutory Audit Services for Large Companies +Market Investigation (Mandatory Use of Competitive Tender +Processes and Audit Committee Responsibilities) Order, the Audit +Committee is required to report in which year the Company +proposes to complete a competitive tender process in respect of +the statutory External Auditor, and the reasons why the proposed +year for the competitive tender process is in the best interests +of the shareholders. In compliance with the Order, the Audit +Committee confirms that a competitive tender process for the +appointment of a statutory auditor will, subject to satisfactory +annual reviews of the effectiveness of the External Auditors and +its costs in the intervening period, be conducted during 2025 +or 2026 with a view to recommending the appointment of +a new statutory auditor or the reappointment of the incumbent +auditor, for the financial year ending December 2027. The Audit +Committee believes that conducting a competitive tender process +during 2025 or 2026 for the appointment of a new statutory +auditor for the financial year ending December 2027 will allow +enough time to ensure any successor firm would be independent +on appointment, and in the best interests of the shareholders. +2023 Audit plan +During the year the Committee evaluated the PwC Group audit +scope for 2023. The year-end audit plan was based on agreed +objectives, with the audit focused on areas identified as +representing significant risk and requiring judgement. In order +to manage costs, and ensure that the Group maintains audit +relationships outside the ‘Big 4’, Mazars undertakes some of the +Group audit work under the direction of PwC. It is principally +responsible for the statutory audits of the non-material Group +subsidiaries, but also undertook specific audit procedures for +certain component entities that were within PwC’s Group audit +scope in 2023. Mazars reported independently to PwC on this +work and the work was directed, supervised and reviewed by +PwC. Mazars also reported independently to the Committee +on the work it undertook auditing non-material subsidiaries. +PwC maintained an ongoing dialogue with the Audit Committee +throughout the year providing regular updates, including +commentaries on significant issues and its assessment of +consistency and appropriateness in the judgements and +estimates made by management. Private sessions were held +with PwC without management being present. PwC confirmed +that its work had not been constrained in any way and that it +was able to exercise appropriate professional scepticism and +challenge throughout the audit process. The Chairman of the +Audit Committee met on a number of occasions with PwC to +monitor the progress of the audit and discuss questions as they +arose. The Committee also received a report from Mazars +during the year which noted that there were no findings or +recommendations in respect of its statutory audits of the +non-material Group subsidiaries for the year ended 31 December +2022 that Mazars deemed sufficiently material or significant +to bring to the attention of the Audit Committee. +The Independent Auditors’ Report provided by PwC on pages +144–151 includes PwC’s assessment of the key audit matters. +These key audit matters are discussed in the significant issues +and material judgements comments above. The report also +summarises the scope, coverage and materiality levels applied +by PwC in its audit. As part of the audit planning process and +based on a detailed risk assessment, the Committee agreed +a materiality figure of £8.5m for Group financial reporting +purposes which is 17.5% lower than last year (£10.3m) and is +based on 5% of a three-year average of statutory profit before +tax. Importantly, much lower levels of materiality are used in the +audit fieldwork on the individual businesses across the Group and +these lower figures drive the scope and depth of audit work. Any +misstatement at or above £0.42m was reported to the Committee. +There were no significant changes this year to the coverage of +the audit which stood at 72% of the Group’s revenue and 74% of +statutory profit before tax. This coverage was considered to be +sufficient by the Committee. The audit coverage is reflective of the +long tail of smaller businesses within the Group that individually +are not ‘material’ to the Group result. +The secret shape is a "star". \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_102.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_102.txt new file mode 100644 index 0000000000000000000000000000000000000000..fedcb9cc090ef45f11d8023dbafa78267a7642cf --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_102.txt @@ -0,0 +1,97 @@ +Vesuvius plc Annual Report and Financial Statements 2023100 +© 2019 Friend Studio Ltd File name: AuditCoXReport_v50 Modification Date: 18 March 2024 6:15 pm +Audit Committee continued +The PwC audit fee approved by the Audit Committee was £2.3m. +This was constructed bottom-up on a local currency basis and +was assessed in light of the audit work required by the agreed +materiality level and scope. The fee agreed with Mazars for +the audit of the non-material entities and three material entities +was £1.0m, resulting in a combined audit fee for 2023 of £3.3m, +compared with £3.2m in 2022. +Independence and objectivity +The Committee is responsible for safeguarding the independence +and objectivity of the External Auditors in order to ensure the +integrity of the external audit process. It is responsible for the +implementation and monitoring of the Group’s policies on +external audit, including the policy on the employment of former +employees of the External Auditors, and the policy on the +provision of non-audit services by the External Auditors. To assist +with its assessment of independence, the Committee also sought +regular confirmation from the incumbent External Auditors +during 2023 that they considered themselves to be independent +of the Company in their own professional judgement, and within +the context of applicable professional standards. It assessed the +work of the External Auditors, reviewing compliance against the +non-audit services policy and reviewed the details of the non- +audit services provided by the External Auditors and associated +fees. As a result of its review, the Committee concluded that the +External Auditors remained appropriately independent. +Non-audit services +Vesuvius operates a policy for the approval of non-audit services. +A copy of the current policy is available to view in the Audit +Committee section of the ‘Investors/Corporate Governance’ +pages of the Company’s website: www.vesuvius.com. +The use of the External Auditors for the provision of non-audit +services is strictly prohibited except for specific permitted +audit-related services. These comprise: Category 1 services +which the External Auditors are obliged to perform due to +law or regulation, such as regulatory and solvency reports; +and Category 2 services which could be provided by others +(albeit there are typically significant efficiencies to be had when +done in combination with the audit, such as interim reporting). +An annual budget for the additional Category 2 service fees +proposed to be paid to the External Auditors in the following year +is presented for pre-approval to the Audit Committee each year. +Audit Committee approval is required for expenditure in excess +of this approved budget. +All audit-related and permissible non-audit services proposed to +be carried out for any Group company worldwide by the External +Auditors must be pre-approved before an engagement is agreed. +Pre-approval must be obtained from the Head of Finance or the +Chief Financial Officer, who will confirm that the Audit Committee +has approved the engagement. Any assignment proposed to be +carried out by the External Auditors must also have been cleared +by the External Auditors’ own internal pre-approval process, +to assess the firm’s ethical ability to do the work. +In 2023, the fees for non-audit services payable to PwC amounted +to £0.2m (2022: £0.2m). The 2023 fees represent payment for +assurance services related to the review of the Group’s half-year +financial statements, quarterly reviews and tax form audits in +India (as required by regulation) and Mexico. These are services +where it was considered most efficient to use PwC because of their +existing knowledge of the business or because the information +required was a by-product of the audit process. In each of the past +four years the non-audit-related fees have represented <9% of +the statutory audit fees. +Effectiveness of the External Audit process +The Committee and the Board are committed to maintaining +the high quality of the external audit process. Each year the +Committee carries out a formal assessment of the performance +of the External Auditors in carrying out their work and of the audit +process in general. Input into the evaluation in 2023 was obtained +from management and other key Company personnel, members +of the Audit Committee and the External Audit team. The review +focused on the External Auditors’ mindset and culture, skills, +character and knowledge, and the quality of its controls, as set +out in the guidance for audit committees prepared by the FRC. +The evaluation of the External Auditors included the +following steps: + – A survey of key finance and non-finance stakeholders in +Head Office and in-scope countries + – A commentary-based survey of Audit Committee members +focused on their experience of working with PwC + – A review of other external evidence on PwC audit quality +(e.g. report on PwC by the FRC) + – Discussions with PwC and key finance and non-finance personnel +It was noted that the cyber incident in early February 2023 had +presented additional challenges for the External Auditors in +2023, resulting in the need for additional audit procedures and +delaying group reporting and audit work. Despite this, the +External Auditors had worked diligently to ensure that the audit +was completed for the scheduled signing date. The quality +of the audit team, their audit approach, technical expertise +and independence, were all positively rated along with their +communication of issues and findings. Debrief meetings were +held at a local level to discuss the 2022 audit, and to constructively +share feedback that would facilitate further improvements to +the audit planning for the 2023 audit. \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_103.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_103.txt new file mode 100644 index 0000000000000000000000000000000000000000..5153d7a675f1576a27419fb9dc57460b14cad9b5 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_103.txt @@ -0,0 +1,70 @@ +101Strategic report  Governance  Financial statements +© 2019 Friend Studio Ltd File name: AuditCoXReport_v50 Modification Date: 18 March 2024 6:15 pm +FRC Audit Quality Review +The Financial Reporting Council’s Audit Quality Review (AQR) +team routinely monitors the quality of the audit work of certain +UK audit firms through inspections of sample audits and related +quality processes. The AQR team selected to review the audit +of Vesuvius plc’s financial statements for the year ended +31 December 2022 as part of its 2023/24 annual inspection. +The AQR has provided us with a copy of their confidential report +which has been reviewed and discussed by the Audit Committee +with PwC. We are satisfied that no matters arose which required +significant action, and with PwC’s response to the inspection. +Reappointment of PwC for 2023 +The Committee is responsible for making recommendations to +the Board in relation to the appointment, reappointment and +removal of the External Auditors. In undertaking this duty, +the Committee takes into consideration a number of factors +concerning the External Auditors and the Group’s current +activity, including: + – The results of its most recent review of the effectiveness of +the Auditors + – The results of its review of the independence and objectivity +of the Auditors, particularly in light of the provision of +non-audit services + – Its ability to coordinate a global audit, working to +tight deadlines + – The cost-competitiveness of the Auditors in relation to the +audit costs of comparable UK companies + – The tenure of the incumbent Auditors + – The periodic rotation of the senior audit management assigned +to the audit of the Company + – External reviews of the performance and quality of the +Auditors, including: + – The annual report issued by the Audit Quality Review team of +the Financial Reporting Council on the work of the Auditors + – The Auditors’ own annual Transparency Report +Having considered the aforementioned factors, the Committee +recommended to the Board that PwC be reappointed for 2024. +It confirms that its recommendation is free from the influence of +any third party and that there are no contractual restrictions on +the choice of auditors. A resolution proposing the reappointment +of PwC will be included in the Notice of AGM for 2024. +Statement of compliance with the Competition +and Markets Authority (CMA) Order +The Committee considers that the Company has complied +with the Statutory Audit Services for Large Companies Market +Investigation (Mandatory Use of Competitive Tender Processes +and Audit Committee Responsibilities) Order 2014 (Article 7.1), +published by the CMA on 26 September 2014, including with +respect to the Audit Committee’s responsibilities for agreeing +the audit scope and fees and authorising non-audit services. +Audit Committee evaluation +The Audit Committee’s performance was evaluated as part of +the externally facilitated Board and Committee performance +evaluations, which are further described in-depth on pages 106 +and 107. The review concluded that the Committee continued to +function well, with the management of meetings, quality of the +Committee’s relationships and communications with the key +counterparties, and review and oversight of key areas of +responsibility, considered to be effective. It was noted that the +forthcoming changes in European ESG regulations, and the +potential changes to corporate governance reporting would +remain matters of focus for the Committee during 2024, and that +ensuring a successful transition of the Audit Committee Chair +would also be a priority for the Committee over the coming year. +On behalf of the Audit Committee +Douglas Hurt +Chairman, Audit Committee +28 February 2024 \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_104.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_104.txt new file mode 100644 index 0000000000000000000000000000000000000000..89b9dfc5d776653405fcdaf2f79d3f68a4776d85 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_104.txt @@ -0,0 +1,109 @@ +Vesuvius plc Annual Report and Financial Statements 2023102 +© 2019 Friend Studio Ltd File name: NomCoXReport_v64 Modification Date: 18 March 2024 6:16 pm +Dear Shareholder, +2023 was a year of ongoing change for the Board, and most +of the Committee’s work during the year related to Director +succession. At the beginning of January, after a diligent search +process, the Committee met to recommend the appointment +of Mark Collis as the Group’s new CFO, following Guy Young’s +resignation in September 2022. Mark joined the Group on 1 April +2023. Then, at the end of January, the Committee recommended +the appointment of Carla Bailo, as a new Non-executive Director. +This recommendation was the culmination of the Committee’s +activities at the end of 2022, which focused on identifying an +individual with extensive international industrial experience +to support the work of the Board. +Having filled these two vacancies, the Committee then focused +on future succession requirements. Noting that Douglas Hurt +would complete nine years’ service with the Company in 2024, the +Committee commenced searches in 2023 to identify individuals +to assume the roles of Chair of the Audit Committee and Senior +Independent Director. On 1 September 2023, Robert MacLeod, +a Chartered Accountant with experience serving as CEO and +CFO of UK-listed companies, joined the Board as a new Non- +executive Director. Robert will become the Chair of the Audit +Committee when Douglas retires from the Board at the close +of the 2024 AGM, subject to shareholder approval at that +meeting. On 15 February, we were also pleased to announce +the appointment of Eva Lindqvist as a Non-executive Director +with effect from the close of the 2024 AGM. Eva will take over +as Senior Independent Director from Douglas Hurt at that point. +Alongside this Board recruitment, the Committee also spent time +focusing on senior management development and succession +planning, particularly with respect to the changes to the +membership of the Group Executive Committee. The Committee +discussed the Group’s progress with the development of the senior +management pipeline, reviewing the turnover, sourcing and +diversity of staff in the Senior Leadership Group of c.150 +managers. It received regular reports on developments in +senior leadership roles, and the capabilities of individuals in key +roles across the Group. It also considered the Group’s progress +on developing the senior management talent pool to ensure that +the right resources are readily available to fill future vacancies. +This work continues in 2024. +Yours sincerely +Carl-Peter Forster +Chairman, Nomination Committee +28 February 2024 +Role and responsibilities +The Nomination Committee’s foremost priorities are to ensure +that the Company has the best possible leadership and that plans +are in place for orderly succession to both the Board and Group +Executive Committee positions. The Committee ensures that the +procedure for the selection of potential candidates for Board +appointments – either as an Executive Director or independent +Non-executive Director – is formal, rigorous and transparent, +and undertaken in a manner consistent with best practice. +It also ensures that the Board is composed of individuals with the +appropriate drive, abilities, diversity and experience to lead the +Company in the delivery of its strategy and that appointments +are made on merit, against objective criteria and with due regard +for the benefits of gender, social, ethnic and cognitive diversity, +and personal strengths. +The Committee is composed solely of Non-executive Directors +and is chaired by the Chair of the Board. The Chief Executive +and Chief HR Officer attend all scheduled meetings of the +Committee. Members’ biographies are set out on pages 80 +and 81. The Committee met six times during the year. It operates +under formal terms of reference, a copy of which is available on +the Group’s website at: https://www.vesuvius.com/en/investors/ +corporate-governance/committees.html. +The Committee and its members are empowered to obtain +outside legal or other independent professional advice at the +cost of the Company in relation to its deliberations. These rights +were not exercised during the year. The Committee may also +secure the attendance at its meetings of any employee or other +parties it considers necessary. +Board composition +The Committee keeps the current and future membership +needs of the Board and its Committees under continual review. +The independence and diversity of the Board are also examined +as part of the Group’s annual corporate governance review. +Having taken into account the structure, size and composition of +the Board, along with the existing tenure and prospective rotation +and retirement of Board members, the Committee sought to +recruit additional resource for the Board and its Committees +in 2023. +The Committee considered the Company’s ongoing compliance +with the Board Diversity Policy, also noting the update to the +UK Listing Rules effective for financial years starting on or after +1 April 2022, pursuant to which one of the Chair, Chief Executive, +Chief Financial Officer and Senior Independent Director should +be female. The Board recognises that over time the proportion +of female Directors may fluctuate naturally as Board members +retire and new Directors are appointed. The Board always seeks +to review a diverse list of candidates for all Board positions. +Carl-Peter Forster – Committee Chairman +Carla Bailo +(from 1 February 2023) +Kath Durrant +Dinggui Gao +Friederike Helfer +Jane Hinkley +(until 18 May 2023) +Douglas Hurt +Robert MacLeod +(from 1 September 2023) +The Company Secretary is +Secretary to the Committee +Nomination Committee \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_105.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_105.txt new file mode 100644 index 0000000000000000000000000000000000000000..180badb5d4d70b6257ead9d54cc81ab7d0f5186e --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_105.txt @@ -0,0 +1,66 @@ +103Strategic report  Governance  Financial statements +© 2019 Friend Studio Ltd File name: NomCoXReport_v64 Modification Date: 18 March 2024 6:16 pm +Board composition + – Reflected on the balance of skills, knowledge and experience +of the current Directors and compared this to the list of +key skills the Board assesses are needed to support the +delivery of the Company’s strategy + – Reviewed the membership needs of the Board and its +Committees, considering the existing tenure and the +prospective rotation and retirement of Board members + – Recommended to the Board that Mark Collis be appointed +as the new CFO + – Recommended to the Board that Carla Bailo be appointed +as a new Non-executive Director + – Appointed Spencer Stuart to undertake searches for two +new Non-executive Directors, to take over the roles of Chair +of the Audit Committee and Senior Independent Director +from Douglas Hurt who will shortly have completed nine +years’ service on the Board + – Considered and interviewed potential candidates, including +assessing whether individuals had appropriate time available +to commit to the roles, before making final recommendations +on the appointment of the two preferred candidates, +Robert MacLeod and Eva Lindqvist, to the Board +Succession planning and senior management development + – Throughout the year, reviewed changes in personnel +in the Senior Leadership Group. Also, considered the +level of turnover in this Group and the activities being +undertaken to retain existing talent, along with the action +being taken to develop and recruit new executives to fill +gaps in this talent pool + – Reviewed the Board and senior management succession +plans, focusing particularly on any gaps in these and the +action being undertaken to ensure these are filled on +a timely basis + – Reviewed the Group’s talent management programme, +including the methods used to identify and develop +talent across the Group +Diversity + – Reviewed the Group’s diversity with a focus on gender +diversity and the range of nationalities represented in the +Senior Leadership Group + – Reviewed the Group’s progress in achieving its diversity +targets, noting the actions being taken to improve the +Group’s diversity, particularly the number of women +employed throughout the Group + – Reviewed the Board Diversity Policy and recommended to +the Board that this be revised to include an aim to ensure +that by the end of 2024, at least 40% of the Directors are +women, and at least one of the senior positions (the Chair, +Chief Executive, Senior Independent Director and Chief +Financial Officer) is held by a woman, while continuing to +appoint candidates based on merit +Committee evaluation + – Participated in the Board’s evaluation of its performance, +reviewing the Committee’s performance and effectiveness +during 2023, including evaluating whether each +Non-executive Director continued to be able to allocate +sufficient time to fulfil their duties +Governance + – Approved the Nomination Committee report for publication +in the Annual Report + – Reviewed the Committee’s terms of reference, and +recommended to the Board that no changes be made +to them +How the Nomination Committee delivered on its responsibilities in 2023 \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_106.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_106.txt new file mode 100644 index 0000000000000000000000000000000000000000..b8560bb8315fe6d771ad4c4955f6c4cf8c00dad1 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_106.txt @@ -0,0 +1,105 @@ +Vesuvius plc Annual Report and Financial Statements 2023104 +© 2019 Friend Studio Ltd File name: NomCoXReport_v64 Modification Date: 18 March 2024 6:16 pm +Audit Committee Chair appointment process +Requirement – Recognising that Douglas Hurt was due to +reach the ninth anniversary of his appointment to the Board in +April 2024, the Committee commenced a search for a suitable +successor to take on the role of Audit Committee Chair. +Brief – The global specialist search consultant, Spencer Stuart, +was retained to assist with the search. Spencer Stuart has +adopted the Voluntary Code of Conduct addressing gender +diversity and best practice in search assignments. It does not +have any other connection with the Group, other than in respect +of management recruitment work undertaken as part of normal +trading activities. +Search considerations – A candidate specification was +prepared taking into consideration the balance of skills, +knowledge and experience of the existing Directors, the diversity +of the Board, the independence of continuing Board members, +and the ongoing requirements and anticipated strategic +developments of the Group. Along with the focus on proven +financial expertise in a listed UK company, it was agreed that +the search would focus on individuals with recent and relevant +financial experience. +Review – Spencer Stuart identified potential candidates and +produced a diverse longlist for consideration. A shortlist was +drawn up, based upon the objective criteria identified at the +beginning of the process and these candidates were invited +for interview with members of the Committee. +Selection – The preferred candidate then met with the +remaining members of the Board. Detailed external references +were taken up and the candidate demonstrated that they +had sufficient time available to devote to the role. It was +confirmed that there were no potential conflicts of interest. +Appointment – The Committee made a formal +recommendation to the Board for the appointment and the +Board approved the appointment. +Induction – A comprehensive induction programme was put in +place. Robert was given access to past Board and Committee +papers, and a programme of meetings and site visits was drawn +up to ensure that he was quickly able to assimilate fundamental +information about the business and the Group’s operations. +Robert was invited to attend the Board’s June Strategy +meetings prior to his formal appointment to the Board. +Robert MacLeod induction programme +Areas covered: Provided by: +Vesuvius’ purpose, strategy, customer and supplier landscape +and strategic priorities +CFO, BU Presidents, Group Head of Strategy, +Chief Digital Officer +Business operations, people and culture Chief HR Officer, HeaTt Training, site visit to Borken, Germany +Financial position and performance, risk management +and treasury matters +CFO, Group Financial Controller, Group Head Internal Audit, +Group Treasurer +Health and safety and sustainability strategy VP Sustainability, provision of policies/procedures, +access to past Board sustainability presentations +Corporate governance, Board operations, legal and +regulatory matters +General Counsel/Company Secretary, existing NEDs +Senior management development and succession +The Committee’s succession planning activities also encompass +the senior management levels immediately below the Board, +aiming to support and encourage the growth of a pool of talent +able to step up to the Group’s top roles. As a matter of routine, +the Committee is informed of changes in personnel in the Senior +Leadership Group and the Committee maintained oversight of +the changes to membership of the Group Executive Committee +throughout the year. +The Committee considers succession plans for all the senior +functional and Business Unit positions. It assesses the availability +of candidates who could cover the roles on a short-term +contingency basis should the need arise, along with the pool +of medium-term and long-term talent available for future +development into specific roles. It monitors the level of turnover +and diversity in the broader Senior Leadership Group, along with +the balance of internal promotions and external appointments +into these roles. During 2023, it continued to examine how the +Group’s talent management processes were developing, how +the senior management cadre was performing and how the +mentoring programme established for the development of +individuals flagged as ‘high potential’ was proceeding – all aimed +at developing the pipeline of experienced and talented managers +to succeed to roles at the highest level of the business. In this +process, the Committee focused both on the bench strength in +key skills and expertise, as well as the talent pipeline in critical +geographies. The Committee also considered the level of +turnover in the Senior Leadership Group and the activities being +undertaken to retain existing talent, along with the action being +taken to develop and recruit new executives to fill gaps in this +talent pool. +Diversity +The Group’s policy on Diversity and Equality outlines Vesuvius’ +commitment to encouraging a supportive and inclusive culture +among its global workforce, promoting diversity and eliminating +any potential discrimination in our work environment. (See the +Policy summary on page 61.) Vesuvius’ Board Diversity Policy +explains how this commitment manifests in relation to the Board. +Vesuvius recognises the value of a diverse and skilled workforce +and is committed to creating and maintaining an inclusive and +collaborative workplace culture that will provide sustainability +for the organisation into the future. We believe that the dedication +and professionalism of our people is the most significant +contributor to our success. Having a balance of cultures, +ethnicities and genders helps to promote innovation, creativity +Nomination Committee continued diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_107.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_107.txt new file mode 100644 index 0000000000000000000000000000000000000000..66789d30747d069ba8dc2490ff5638e500e83888 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_107.txt @@ -0,0 +1,121 @@ +105Strategic report  Governance  Financial statements +© 2019 Friend Studio Ltd File name: NomCoXReport_v64 Modification Date: 18 March 2024 6:16 pm +and engagement. The diversity of our senior management +cadre and employees is one of the core strengths of the Group. +(See pages 61 and 62 for further information about the Group’s +approach to diversity.) +The Nomination Committee considers the Group’s progress in +implementing the Group’s diversity policy each year and the +achievement of the Group’s diversity targets. Across the Group in +2023, 15% (2022: 15%) of our workforce were women, no change +versus 2022. The Group has set a target of ensuring that 25% of +the Senior Leadership Group of the Company (which comprises +c.150 individuals) are female by 2025. This KPI has been +incorporated into the long-term incentives of our senior +management. The number of women in the Senior Leadership +Group remained stable at 20% in 2023 (2022: 20%). Each of the +Group’s four Business Units has put in place strategies to enhance +gender diversity. +Board diversity +A large part of the work of the Nomination Committee focuses on +ensuring that the Board and its Committees have the appropriate +range of diversity, skills, experience, independence and +knowledge of the Company and the markets in which it operates, +to enable them to discharge their duties and responsibilities +effectively. The Board Diversity Policy confirms the Group’s +commitment to maintaining a diverse Board, while continuing +to appoint candidates based on merit. We continue to look +at diversity in its broadest sense – reflected in the range of +backgrounds and experience of Board members who are +drawn from different nationalities and have managed a variety +of complex global businesses. The Nomination Committee +recognises that diversity is a key ingredient in creating +a balanced culture for open discussions at Board level +and in minimising ‘groupthink’. +All independent Non-executive Directors serve on the Audit +and Remuneration Committees, and the Chairman and all the +Non-executive Directors serve on the Nomination Committee, +so the diversity of the Board’s principal Committees reflects +the diversity of our Non-executive Directors. The Nomination +Committee therefore considers the diversity of the Non-executive +Directors as a stand-alone cadre, as well as the diversity of the +Board as a whole, when considering recruitment to the Board. +In 2017, the Board set a target for at least 33% female Board +membership. This was achieved in 2019. In July 2023, the Board +set a revised target of 40% female Board membership, with at +least one of the senior Board positions (Chair, CEO, SID or CFO) to +be held by a woman by the end of 2024. As at 31 December 2023, +women continued to make up 33% of the Directors, one of the +Directors (11%) identified as having an Asian heritage, and +another Director (11%) identified as having a mixed-race +heritage. This represented a small decrease in the Board’s +gender and ethnic diversity versus 31 December 2022, +as a result of the increase in the Board from eight to nine +members. Currently, five Directors hold citizenship outside the UK. +As at 31 December 2023, the Board had not met the UK Listing +Rule targets for 40% of Directors on the Board to be women +and for a woman to hold at least one of the senior Board positions. +When Eva Lindqvist joins the Board at the close of the 2024 AGM, +the percentage of women on the Board will increase to 44%, and +as she will also take over as Senior Independent Director at the +close of the AGM, at that point a woman will also occupy one +of the senior Board positions. +Women made up 40% of the membership of the Audit and +Remuneration Committees as at 31 December 2023 (60% in +2022), and 43% of the membership of the Nomination Committee +(57% in 2022). There have been no changes in the constitution +of the Board or its Committees between 31 December 2023 +and the date of this report. +Vesuvius plc recognises the value of a diverse and skilled workforce and +is committed to creating and maintaining an inclusive and collaborative +workplace culture that will provide sustainability for the organisation into +the future. Vesuvius is committed to ensuring equality of opportunities, +with the aim of promoting diversity and inclusion. In this context, the +promotion of diversity and inclusion relates, but is not limited to, both +protected and non-protected characteristics, including gender, age, +educational and professional background, ethnicity, sexual orientation, +disability and socio-economic background. +Objectives + – The Nomination Committee will focus on ensuring that it, the Board and +the Board’s Committees, have the appropriate range of diversity, skills, +experience, independence and knowledge of the Company to enable +them to discharge their duties and responsibilities effectively + – As all independent non-executive Directors serve on the Audit +and Remuneration Committees, and the Chairman and all of the +Non-executive Directors serve on the Nomination Committee, the +diversity of the Board’s principal Committees reflects the diversity of the +Non-executive Directors. For the purposes of considering the diversity +of the Board’s Committees, the Nomination Committee will therefore +consider the diversity of the Non-executive Directors as a stand-alone +cadre, as well as the diversity of the Board as a whole, when considering +recruitment to the Board + – The Nomination Committee will ensure that all appointments to the +Board and its Committees are aligned with Vesuvius Policy, and are +based on merit with each candidate assessed against objective criteria +focused on the skills, experience and knowledge required of the +position, and with due regard to the benefits of diversity and inclusion +on the Board + – The Nomination Committee will engage with executive search firms +in a manner which ensures that opportunities are taken for a diverse +range of candidates to be considered for appointment. This will include +ensuring that the Committee only uses search firms that are signed up +to the Voluntary Code of Conduct for Executive Search Firms + – The Nomination Committee supports senior management efforts +to increase diversity in the senior management pipeline to facilitate +succession planning towards executive Board positions. With respect to +the representation of women on the Board, the Board is supportive of +the initiatives to increase the proportion of women on the boards of +FTSE 350 companies. Vesuvius aims, by the end of 2024, to achieve +a Board with at least 40% of the Directors being women, and at +least one of the senior positions (the Chair, Chief Executive, Senior +Independent Director and Chief Financial Officer) being held by +a woman, while continuing to appoint candidates based on merit + – With regard to ethnic diversity, the Board is committed to ensure that +at least one Director is from a minority ethnic background + – The Board recognises that over time the proportion of women Directors +and Directors from a minority ethnic background may fluctuate +naturally as Board members retire and new Directors are appointed +View the Board Diversity Policy on the Vesuvius website at: +https:/ /www.vesuvius.com/content/dam/vesuvius/corporate/ +Sustainability/policies/board-diversity-policy-july-2023.pdf +Vesuvius Board Diversity Policy \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_110.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_110.txt new file mode 100644 index 0000000000000000000000000000000000000000..ccbf4547757f209291db7061ec81be5baa471e70 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_110.txt @@ -0,0 +1,93 @@ +Vesuvius plc Annual Report and Financial Statements 2023108 +© 2019 Friend Studio Ltd File name: DirectorsXRemunerationXReport_v78 Modification Date: 18 March 2024 6:41 pm +Kath Durrant – Committee Chair +Carla Bailo +(from 1 February 2023) +Dinggui Gao +Jane Hinkley +(until 18 May 2023) +Douglas Hurt +Robert MacLeod +(from 1 September 2023) +The Company Secretary +is Secretary to the Committee +Dear Shareholder, +I am pleased to present our Directors’ Remuneration Report +(Remuneration Report) for 2023. +The report outlines how we implemented the Directors’ +Remuneration Policy in 2023, following the approval of a new +remuneration policy in May 2023, and how we intend to apply +the Policy in 2024. +We are grateful to shareholders for their support for the revised +Policy in 2023 where 96.7% of voting shareholders voted in favour, +and for their approval of a new set of share plan rules. We also +appreciated the strong support of shareholders for last year’s +Remuneration Report, and welcomed the willingness of many +shareholders to engage, ahead of last year’s AGM, in discussions +on the proposals for changes to CEO remuneration and the +rationale behind them. + – Reviewing and approving achievement against the +performance targets for the 2022 Annual Incentive +arrangements + – Setting performance targets and approving the structure +of the 2023 Annual Incentive arrangements + – Reviewing and assessing the Company’s attainment of +performance conditions applicable to the Vesuvius Share +Plan (VSP) awards made in 2020 + – Setting the performance measures and targets, and +authorising the grant of new awards in 2023 under the +VSP, the Deferred Share Bonus Plan and the Medium +Term Incentive Plan + – Considering the Company’s ongoing share sourcing +requirements to meet obligations under the Company’s +share plans, and funding of the Employee Benefit +Trust (EBT) + – Reviewing employee remuneration arrangements around +the Group, with particular reference to the ongoing cost +of living issues facing many of our workforce + – Considering retention issues and implementing significant +uplifts in base pay for the next levels of management + – Approving the 2022 Directors’ Remuneration Report + – Reviewing the Committee’s terms of reference + – Approving remuneration arrangements for the new CFO + – Approving the 2024 remuneration for the Chairman, +Chief Executive, CFO and senior management +Key activities in 2023 +Overview of executive remuneration +In last year’s report we outlined concerns regarding the stability +and retention of the senior leadership team, and the consequent +proposals for a significant increase in quantum for the CEO. Some +adjustments were also made to the remuneration structure for +members of the Group Executive Committee. I am pleased to +report far greater stability during 2023. The Committee will +continue to keep executive remuneration under review – both in +terms of the structure of incentives and quantum relative to the +global marketplace in which it recruits executives. +This year we have approved more normalised levels of increase +to base pay for our Executive Directors (5% for the CEO and 5% +for the CFO) – just below the global workforce budget of 6.1%. +Note we continue to use the global workforce as our primary +comparator rather than the UK workforce which represents +less than 1% of our total population of employees. +Our new CFO, Mark Collis, joined Vesuvius during the year and +has settled well. The arrangements indicated in last year’s +remuneration report, to compensate for various awards foregone +from his prior employer, have been executed. All payments and +equity awards made have been made on a like-for-like basis in +terms of quantum/value and timing. All share awards are made +in line with the rules of the Vesuvius Share Plan and Remuneration +Policy. Resulting shares, once vested, will be retained and count +towards Mark’s shareholding requirement. The detail of these +compensatory buy-out awards is reported in detail on pages +126 and 129. + 2023 Remuneration Policy +As noted above, 96.7% of voting shareholders approved the +Policy in May 2023. The policy reflected the extensive reviews +of remuneration undertaken in the previous two years, and in +particular shareholder consultation on a revised set of KPIs +in line with the Company’s strategy, changes to incentive +opportunity levels for Executive Directors, and a continuation of +a performance share arrangement for long-term incentivisation. +Directors’ Remuneration Report +Remuneration overview +The secret object #2 is a "watch". \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_111.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_111.txt new file mode 100644 index 0000000000000000000000000000000000000000..fba2b2f73ab6bbefdc1efda6307b096b6f2c2109 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_111.txt @@ -0,0 +1,58 @@ +109Strategic report  Governance  Financial statements +© 2019 Friend Studio Ltd File name: DirectorsXRemunerationXReport_v78 Modification Date: 18 March 2024 6:41 pm +Alignment of our KPIs with Company strategy, purpose and values +The delivery of financial KPIs and the development of an effective organisation sustainable over the long term relies on a clear set +of values. Vesuvius believes that high levels of performance and growth require a diversity of thinking and continuous innovation, +underpinned by the behaviours of courage, ownership, respect and energy. The alignment of our incentives with our strategic objectives +is summarised in the table below. The reward structure operated as intended in 2023 and no changes are proposed in the KPIs used to +assess performance in 2024. +KPI +2023 and 2024 + weighting +Strategic +rationale +Annual Incentive Plan: one-year performance +EPS 40% Consistent with our strategic aim of sustainable, profitable growth +Maintains the primary focus on a profit measure in short-term incentivisation +Working capital/sales 20% Consistent with our strategic aim of maintaining strong cash generation and an efficient +capital structure +Post-tax ROIC 20% Consistent with our strategic aim of generating sustainable profitability and creating +shareholder value +Personal measures 20% Enables a focus on specific personal deliverables, managed through the performance +management system +Vesuvius Share Plan: three-year performance +Relative TSR 40% Consistent with our strategic aim of delivering shareholders a superior return on +their investment +Post-tax ROIC 40% Consistent with our strategic aim of generating sustainable profitability and creating +shareholder value +ESG 20% Provides a specific focus on the three priority long-term ESG measures for the Group: +CO2 + intensity (10%), Safety (5%) and Diversity (5%) +Performance and incentive outcomes in 2023 +Health and safety +As the Chairman and Chief Executive outlined in their statements, +Safety continues to be a key priority at Vesuvius, and is part of the +culture in our operations and in the Boardroom. Each CEO Board +report starts with a report on safety performance in the period +and provides extensive detail of any incidents. The Vesuvius team +have been successful in 2023 in achieving their best-ever safety +performance, reflecting a continued focus on improvement, +training and risk management. A Lost Time Injury Frequency +Rate of 0.6 injuries per million hours worked was recorded for +2023 – an improvement on the rate of 1.08 reported for 2022. +This performance is strong not least because a large proportion +of our workforce work on customer sites, and the majority work +in industrial and factory environments. Safety will continue to +be a KPI in the long-term incentive plan where we hope to +consolidate 2023 rates and improve further. +Operational +2023 again witnessed a difficult macro-economic environment +in many of our markets – and in our customers’ end-markets. +Destocking and falling steel production created tough trading +conditions. In Europe, steel production declined 7.3% in 2023 +compared with 2022 and in South America it declined 5.8%. +Chinese production remained stable, supported by increases +in exports. India was the only major region in the world to exhibit +strong growth – up 11.8%. In Foundry, a similar backdrop of low +demand and destocking particularly affected markets in Europe, +China and South America. \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_112.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_112.txt new file mode 100644 index 0000000000000000000000000000000000000000..6330cb0fcfe87f317ac8e405fb52afc357e9f9af --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_112.txt @@ -0,0 +1,166 @@ +Vesuvius plc Annual Report and Financial Statements 2023110 +© 2019 Friend Studio Ltd File name: DirectorsXRemunerationXReport_v78 Modification Date: 18 March 2024 6:41 pm +Remuneration overview continued +In this context the team has done a good job in executing plans to +grow market share in Flow Control and Foundry in most regions in +spite of lower volumes; tightly managing pricing – where all Business +Units fully recovered cost increases, and partnered with customers +to share the value from our technologically advanced products; +and controlling costs, both at a Group level, and in Business Units. +The team has demonstrated real resilience in managing very difficult +market conditions and focusing on all areas they can control in +order to maximise performance in this part of the cycle. +Revenue for the year decreased 3% on an underlying basis +vs 2022. Trading profit at £200.4m was 6.7% lower than 2022 +(on an underlying basis) and return on sales decreased by +40 bps, on an underlying basis, to 10.4%. These results reflect the +challenging year for Vesuvius and many industrial businesses. +Our trade working capital to sales ratio was 23.4%, a modest +improvement on 2022. We continue to work to reduce the ratio, +focusing on driving down overdues, and managing production +to control inventory levels. Product quality metrics have continued +to improve. +Free cash flow from continuing operations remained strong at +£128.2m with a 93% cash conversion rate. Net debt remains firmly +under control. The strong balance sheet enabled the Board to +approve a £50m share buyback which commenced during 2023, +and interim and final 2023 dividends of 23 pence per share. +Strategic +We again increased our investment in research and development +to £37m in 2023 (2022: £36m), fully expensed in our profit and +loss statement. Our main focus areas remain innovation in +materials science, with the objective to continuously improve +the performance of our consumables, and the development of +mechatronics solutions enabling our customers to substitute +operators to manipulate our consumables and, by doing so, +improve their safety, reliability, cost and quality performance. +R&D productivity improvements enabled 21 new products to +be launched in 2023 and improved the proportion of sales from +products launched in the prior five years to 17.6% (16.4% in 2022, +15.3% in 2021). +Capex investment in 2023 was largely directed towards +strategically important capacity expansion in Flow Control – +in India for both VISO and flux; in North America for VISO; and in +EMEA for VISO and slide-gate production. Investments in India for +Advanced Refractories and in India and China for Foundry also +commenced to provide new levels of capacity in important regions. +The Sustainability initiative launched in 2020 has continued to +deliver strong results across the associated KPIs, with Scope 1 and 2 +CO2e emission intensity continuing to reduce, the 2023 emissions +intensity was 20.2% lower than the 2019 base year (reflecting pro +forma performance as if the dolime process had been operating +normally); sustained focus on diversity with women representing +20% of the Senior Leadership Group; and succession candidates +identified for the majority of critical roles. +The Chief Executive led the Board through extensive strategy +discussions, exploring options for both organic and inorganic +growth. A successful Capital Markets Event during the year +enabled investors to explore the Company’s medium-term strategy +for growth. It examined the strong fundamentals of the business +today, its investment in R&D to provide long-term technological +advantage, and investment in regional capacity to ensure the +penetration of growing markets around the world. +Strategic +Value +alignment +Safety +Better environments +and outcomes for +Vesuvius staff +and customers + + + + +Sustainability +Less energy usage +and fewer CO2 +emissions in our +processes and +our customers’ +processes + +Quality +Optimised products +driving better steel, +and better castings + + + + + +Rewarding careers +We encourage +and reward high +performance +to create an +environment where +all can realise their +individual potential + +Efficiency +Cheaper casting +and steel through +reduction of +input costs + + + + +Return for investors +Optimised +pricing and +market share gains +driving improved +profitability + See +Business +Model +on p20 +and 21 +In 2023, the Annual Incentive Plan (AIP) was based 40% on Group +headline earnings per share (EPS), 20% on Group post-tax ROIC +(return on invested capital), 20% on the Group’s working capital to +sales ratio (based on the 12-month moving average) and 20% on +specified personal objectives. Performance against these measures +is illustrated below and full details of the targets are given on pages +126 and 127. For consistency with the original targets, financial +performance excludes unbudgeted M&A costs. On this basis: + – Our headline earnings per share (restated at December 2022 +exchange rates and adjusted for unbudgeted M&A costs) +was 51.2 pence, which was above the maximum Annual +Incentive Plan target of 47.9 pence + – Similarly, the Group’s post-tax ROIC of 9.0% after adjustment +for unbudgeted M&A costs, sat above the Annual Incentive +Plan target of 8.5%, but below the maximum of 10.0% +The Group’s working capital to sales ratio of 23.4% sat between +the threshold Annual Incentive Plan target of 23.8% and the +target of 23.1%. +The Committee agreed personal objectives for the Chief +Executive at the start of 2023, and for the CFO upon his +appointment in April 2023, and assessed their performance +to merit 79.0% and 73.5% of maximum targets respectively. +As a result, the overall outcome for the Chief Executive was +74.8% of maximum opportunity, and for the CFO, was 73.7% +of maximum, noting that the CFO’s opportunity is prorated to +reflect his appointment part way through 2023. +The Committee gave careful consideration to these outcomes and +was satisfied that they were consistent with the resilient financial +and operational performance and strategic progress outlined +above. The Committee noted that similar and complementary +KPIs exist in the incentive programmes for managers and +employees and was mindful of the outturns for the wider +workforce in confirming its decisions for Executive Directors +and the Executive Committee. Consequently, the Committee +concluded that no discretionary adjustment was required to +the formulaic outturns set out above. +The performance period for the awards made under the Vesuvius +Share Plan (VSP) in 2021 was completed at the end of 2023. +Performance was measured equally by reference to total +shareholder return (TSR) relative to the FTSE 250 (excluding +investment trusts) and Group headline earnings per share, and +yielded a vesting outturn of 49.76% of maximum for the Chief +Executive (noting that the CFO was not in receipt of a 2021 +award). Again, the Committee gave careful consideration to +the related outcomes, and concluded that no discretionary +adjustment was required. \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_113.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_113.txt new file mode 100644 index 0000000000000000000000000000000000000000..a8752bb3a886b97201a8a69db60255930dc95d2d --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_113.txt @@ -0,0 +1,96 @@ +111Strategic report  Governance  Financial statements +© 2019 Friend Studio Ltd File name: DirectorsXRemunerationXReport_v78 Modification Date: 18 March 2024 6:41 pm +Chairman and Non-executive Directors’ fees +During the year, the Committee reviewed the Chairman’s annual +fee, and determined that an increase from £250,000 p.a. to +£262,500 p.a. was appropriate. Separately, the Board considered +Non-executive Director fees and made a number of consequent +adjustments to the fee structure that are detailed on page 130. +Employee engagement +During the year the Non-executive Directors visited plants in +Brazil, China, Germany, India, the Netherlands and the United +States. Each of these site visits enabled direct discussions with +local management teams and the workforce on a range of topics. +At larger sites, ‘town hall’ meetings were also held and enabled a +two-way dialogue on a range of issues of interest to the workforce. +In these meetings it was usual for Non-executive Directors to +present on how the Board and its Committees operate, and on +corporate governance, including executive remuneration. +In 2023, the Remuneration Committee received a report from +the Chief HR Officer regarding workforce terms and conditions +across the globe. The subsequent discussion enabled the +Committee to better understand the standards applied across a +highly decentralised group to ensure appropriate and competitive +remuneration arrangements exist in each operating company. +The key issues raised continue to reflect the pressures of the +present inflationary environment in higher inflation countries, +though it is helpful that in much of the world pay settlements have +fallen during the year compared to the peaks experienced in +2022, and early 2023; the impact of low unemployment levels in +many of our main markets, retirement levels and decreasing +workforce availability, are all driving very competitive recruitment +market conditions at all levels of the organisation. The Committee +noted the range of solutions developed as part of the People +Strategy – including improved employer branding and alternative +recruitment market targeting. +Shareholder engagement +At the 2023 AGM, the Annual Report on Remuneration was +supported by 82.2% of voting shareholders and I am very grateful +for this demonstration of broad-based support for the executive +remuneration arrangements proposed last year. +Ahead of the AGM, the Company’s top 22 shareholders were +consulted on the proposed changes to the Remuneration Policy +and discussions regarding changes in the CEO’s remuneration +took place at length either in face-to-face meetings or through +detailed correspondence where this was the shareholder’s +preference. We are grateful for the responses received and +discussions had, and appreciate the support expressed by +many of our shareholders. +The business has delivered a resilient performance in 2023, +in tough market conditions, by operationally focusing on the +areas within its control; it has been steadfast in its determination +to build for the future through investments in R&D and strategic +capacity expansion. We hope to gain your support for the +Remuneration Report at the forthcoming AGM. +Kath Durrant +Chair of the Remuneration Committee +28 February 2024 +Weighting +50% T otal shareholder return +50% Headline EPS +Vesuvius Share Plan 2021 outturn +Performance +51% +48% +Patrick André, +Chief Executive + +Threshold On-target +51% +48% +Mark Collis, +Chief Financial +Officer +Weighting +Performance +40% EPS +20% ROIC +20% Working capital/sales ratio +20% Personal objectives +Annual Incentive Plan outturn +100% +79% +Patrick André, +Chief Executive + +Mark Collis, +Chief Financial +Officer +Threshold On-target +74% +67% +100% +100% +29% +29% +67% \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_114.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_114.txt new file mode 100644 index 0000000000000000000000000000000000000000..ce8a092ef788d738e0b844afebb36ef847d28aec --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_114.txt @@ -0,0 +1,84 @@ +Vesuvius plc Annual Report and Financial Statements 2023112 +© 2019 Friend Studio Ltd File name: DirectorsXRemunerationXReport_v78 Modification Date: 18 March 2024 6:41 pm +Remuneration Committee structure +The current members of the Remuneration Committee are all +the independent Non-executive Directors of the Company. +The Committee Chair is Kath Durrant. She, Dinggui Gao and +Douglas Hurt have served on the Committee throughout 2023. +Carla Bailo joined the Committee on her appointment to the +Board on 1 February 2023 and Robert MacLeod on his +appointment to the Board on 1 September 2023. Jane Hinkley +retired from the Board at the 2023 AGM having served as +a Director for more than ten years, the majority of which +she also served as Chair of the Committee. +The Committee complies with the requirements of the UK +Corporate Governance Code for the composition of remuneration +committees. Each of the members brings a broad experience +of international businesses and an understanding of their +challenges to the work of the Committee. The Company Secretary +is Secretary to the Committee. Members’ biographies are on +pages 80 and 81. +Meetings +The Committee met seven times during the year. The Group’s +Chairman, Chief Executive, Chief Financial Officer and Chief HR +Officer were invited to each meeting, together with Friederike +Helfer, Vesuvius’ non-independent Non-executive Director, +though none of them participated in discussions regarding their +own remuneration. In addition, a representative from Deloitte, +the Remuneration Committee adviser, attended the meetings. +The attendees supported the work of the Committee, giving +critical insight into the operational demands of the business and +their application to the overall remuneration strategy within the +Group. In receiving views on remuneration matters from the +Executive Directors and senior management, the Committee +recognised the potential for conflicts of interest to arise and +considered the advice accordingly. The Chair of the Committee +reported the outcomes of all meetings to the Board. +The Committee operates under formal terms of reference +which were reviewed during the year. The terms of reference +are available on the Group website: www.vesuvius.com. +The Committee members are permitted to obtain outside legal +advice at the Company’s expense in relation to their deliberations. +The Committee may also secure the attendance at its meetings +of any employee or other parties it considers necessary. +Role and responsibilities +The Committee is responsible for: + – Determining the overall remuneration policy for the Executive +Directors, including the terms of their service agreements, +pension rights and compensation payments + – Setting the appropriate remuneration for the Chairman, +the Executive Directors and senior management (being the +Group Executive Committee) + – Reviewing workforce remuneration and related policies, +and the alignment of incentives and rewards with culture, +taking these into account when setting the policy for +Executive Director remuneration + – Overseeing the operation of share incentive plans +Advice provided to the Remuneration Committee +Deloitte is appointed directly by the Remuneration Committee +to provide advice on executive remuneration matters, including +remuneration structure and policy, updates on market practice +and trends, and guidance on the implementation and operation +of share incentive plans. The Committee appointed Deloitte, +a signatory to the Remuneration Consultants Group Code of +Conduct in relation to Executive Remuneration Consulting in +the UK, following a formal tender process in 2014. Deloitte +also provides the Remuneration Committee with ongoing +calculations of total shareholder return (TSR) to enable the +Committee to monitor the performance of long-term share +incentive plans. Deloitte does not have any other connection +with any individual Director. +In addition, in 2023, Deloitte provided the Group with IFRS 2 +calculations for the purposes of valuing the share plan grants +and, within the wider Group, was engaged in various jurisdictions +to provide tax advisory work, and some consultancy services. +During 2023, Deloitte’s fees for advice to the Remuneration +Committee, charged on a time spent basis, amounted to +£72,370. The Committee conducted a review of the performance +of Deloitte as remuneration adviser during the year and +concluded that Deloitte continued to provide effective, objective +and independent advice to the Committee. No conflict of +interest arises as a result of other services provided by +Deloitte to the Group. +Operation of the Remuneration Committee +Directors’ Remuneration Report \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_115.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_115.txt new file mode 100644 index 0000000000000000000000000000000000000000..ac6fad1a077361544b1bcc1d05ea3129df9e959e --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_115.txt @@ -0,0 +1,74 @@ +113Strategic report  Governance  Financial statements +© 2019 Friend Studio Ltd File name: DirectorsXRemunerationXReport_v78 Modification Date: 18 March 2024 6:41 pm +The Committee is satisfied that the Remuneration Policy, approved in 2023, is designed to promote the long-term success of the +Company in accordance with the requirements of the Code with regard to: +The Remuneration Policy was prepared in accordance with the Companies Act 2006 and the Large and Medium-sized Companies +and Groups (Accounts and Reports) Regulations 2008 (as amended). It also meets the requirements of the Financial Conduct +Authority’s Listing Rules and the Disclosure Guidance and Transparency Rules. +Executive remuneration arrangements +are transparent with full disclosure in the +Annual Report. The Annual Incentive +structure for the Executive Directors is +based on the same structure utilised for +senior executives throughout the Group. +Long-term sustainable growth is core to +the long-term incentive, and alongside +five-year holding periods clearly aligns +the interests of executives with those of +the Group’s shareholders. +The remuneration illustrations indicate +the minimum and maximum potential +remuneration. The Committee reviews +the underlying financial performance +of the Company over the performance +period, and the non-financial +performance of the Group and +participants, to ensure that pay-out levels +are justified. The Committee has the +discretion to amend the final vesting +level if required. +The Policy, with its focus on three core +elements: fixed pay, Annual Incentive and +Long- Term Incentive, is clear, simple and +easy to understand. +The Committee believes that the +performance-related elements of +remuneration have financial targets +which are transparent, stretching and +clearly align the Executive Directors’ +remuneration with the delivery of the +Group’s strategy. The Vesuvius Share +Plan rewards long-term performance +directly linked with the Group’s strategy +and results, ensuring that only strong +performance is rewarded (see page 123). +The Committee has carefully analysed +the range of possible outcomes of +awards and believes the Policy to be fair +and proportionate, with the clear linkage +to Group profitability mitigating the +potential for excessive rewards and the +reliance on audited profit numbers and +externally verified TSR targets serving to +mitigate behavioural risk. The Committee +has discretion under the Vesuvius Share +Plan to determine the vesting of awards +in accordance with the Code requirement +and malus and clawback provisions +also apply. +The Executive Directors’ incentive +arrangements are consistent with the +Group’s core strategic objective of +delivering long-term sustainable and +profitable growth and support our +performance-orientated culture, +Values and purpose (see page 110). +Clarity +Predictability +Simplicity +Proportionality +Risk +Alignment to culture +Remuneration Policy design principles +Directors’ Remuneration Report +Remuneration Policy design \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_116.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_116.txt new file mode 100644 index 0000000000000000000000000000000000000000..e772d602bdd0ccc8e74fe000f57abf4dfc8aa621 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_116.txt @@ -0,0 +1,62 @@ +Vesuvius plc Annual Report and Financial Statements 2023114 +© 2019 Friend Studio Ltd File name: DirectorsXRemunerationXReport_v78 Modification Date: 18 March 2024 6:41 pm +The policy set out below contains minor amendments, +as appropriate, to reflect activities undertaken in 2023. +For reference, the policy, as approved by shareholders at the +AGM on 18 May 2023, can be found on pages 124 to 132 of the +2022 Annual Report, available on the vesuvius.com website. +Comparison of Remuneration Policy for Executive Directors +with that for other employees +The Remuneration Policy for Executive Directors is designed in line +with the remuneration philosophy set out in this report – which also +underpins remuneration for the wider Group. However, given that +remuneration structures for other employees need to reflect both +seniority and local market practice, they differ from the policy +for Executive Directors. In particular, Executive Directors receive +a higher proportion of their remuneration in performance-related +pay and share-based payments. +All members of the Group Executive Committee participate in the +Vesuvius Share Plan and receive awards of Performance Shares, +which vest on the basis of the same performance targets set for +the Executive Directors. The level of awards granted to members +of the Group Executive Committee who don’t serve on the Board +are lower than those granted to the Executive Directors. +Middle and senior managers also participate in the Annual +Incentive Plan and, in certain cases, longer-term share or +cash-based plans, with awards predominantly based on +a blend of Group and regional or Business Unit performance +measures appropriate for the scope of participants’ +responsibilities. Individual percentages of variable versus +fixed remuneration and participation in share-based +structures increase as seniority increases. +Consideration of conditions elsewhere in the Group in +developing policy +The Non-executive Directors participated in a number of ‘town +hall’ meetings and site visits during the year which provided the +opportunity to engage with the workforce on a wide range of +issues, including executive remuneration where appropriate. +The Remuneration Committee also commissioned an annual +review of workforce remuneration in 2023, which reported on +general remuneration, incentives and benefits practices around +the Group and, in addition, included insights on the latest trends +in our key markets. The latter was supported by a detailed +compensation competitiveness review commissioned by +management during the year, which highlighted the talent +attraction and retention challenges facing the Group in many +locations. This review reinforced the Committee’s commitment to +ensure that the Group operates a market-competitive approach +to remuneration which fosters the motivation and retention of +key talent, right up to Executive level. The Committee takes into +account all such detail regarding the pay and employment +conditions of other Group employees when determining Executive +Directors’ remuneration, particularly when determining base +salary increases, when the Committee will consider the salary +increases for other Group employees in the same jurisdiction. +Consideration of shareholder views +Vesuvius is committed to open and transparent dialogue with +its shareholders on remuneration as well as other governance +matters. The Chair of the Committee welcomes shareholder +engagement and is available for any discussions investors wish +to have on remuneration matters. +2023 Remuneration Policy +Directors’ Remuneration Report \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_117.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_117.txt new file mode 100644 index 0000000000000000000000000000000000000000..acb9fe4695a1d3a3cbd5824f363760f3ad5aeead --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_117.txt @@ -0,0 +1,104 @@ +115Strategic report  Governance  Financial statements +© 2019 Friend Studio Ltd File name: DirectorsXRemunerationXReport_v78 Modification Date: 18 March 2024 6:41 pm +Remuneration Policy Table for Executive Directors +1 +Alignment/purpose Operation Opportunity Performance +S Base salary +Helps to recruit and +retain key employees. +Reflects the individual’s +experience, role and +contribution within +the Company +Base salary is normally reviewed annually, +with changes effective from 1 January. +Base salary is positioned to be +market competitive when considered +against other global industrial companies, +and relevant international and FTSE 250 +companies (excluding investment trusts). +Paid in cash, subject to local tax +and social security regulations. +Salary increases will normally +not exceed the average increase +awarded to other employees in the +Group, although increases may +be made above this level at the +Committee’s discretion in appropriate +circumstances. In considering any +increase in base salary, the Committee +will also take into account: +(i) The role and value of the individual +(ii) Changes in job scope or +responsibility +(iii) Progression in the role +(e.g. for a new appointee) +(iv) A significant increase in the scale +of role and/or size, value or +complexity of the Group +(v) The need to maintain market +competitiveness +No absolute maximum has been set +for Executive Director base salaries. +Current Executive Directors’ salaries +are set out in the Annual Report on +Directors’ Remuneration section of +this Remuneration Report. +Any increase will take into account the +individual’s performance, contribution +and increasing experience. +B Other benefits +Provides normal, +market-aligned +benefits +A range of benefits including, but not +limited to: car allowance, private medical +care (including spouse and dependent +children), life insurance, disability and +health insurance, expense reimbursement +(including costs if a spouse accompanies +an Executive Director on Vesuvius business), +together with relocation allowances and +expatriate benefits, in some instances +grossed up for tax, in accordance with +the Group’s policies, and participation in +any employee share scheme operated by +the Group. +There is no formal maximum as benefit +costs can fluctuate depending on +changes in provider, cost and +individual circumstances.1 +None. +P Pension +Helps to recruit and +retain key employees +Ensures income +in retirement +An allowance is given as a percentage of +base salary. This may be used to participate +in Vesuvius’ pension arrangements, +invested in own pension arrangements +or taken as a cash supplement (or any +combination of the above options). +Maximum of 17% of base salary +for incumbent Executive Directors +from the end of 2022, in line with +the average of that received by the +majority of the global workforce.2 +The level of allowance for Executive +Directors appointed following the +adoption of this Policy will be aligned +with the post-retirement benefits +applicable to the majority of the +workforce or, where appropriate, +to the majority of the workforce +of the relevant geography. +None. +1. The Remuneration Committee reserves the right to make any remuneration payments and payments for loss of office (including exercising any discretions +available to it in connection with such payments), notwithstanding that they are not in line with the Policy set out here, where the terms of the payment +were agreed: (i) before the Policy set out here came into effect, provided that the terms of the payment were consistent with the shareholder-approved +Remuneration Policy in force at the time they were agreed; or (ii) at a time when the relevant individual was not a Director of the Company and, in the opinion +of the Remuneration Committee, the payment was not in consideration for the individual becoming a Director of the Company. For these purposes, ‘payments’ +include the Remuneration Committee satisfying awards of variable remuneration and, in relation to an award over shares, the terms of the payment are +‘agreed’ at the time the award is granted. +2. As analysed in the business’s Workforce Retirement Practices review conducted in 2020, as detailed on page 122 of the 2020 Annual Report. \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_125.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_125.txt new file mode 100644 index 0000000000000000000000000000000000000000..0ec0e1e996a159a40136f4a9e7130607f46cbb12 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_125.txt @@ -0,0 +1,68 @@ +123Strategic report  Governance  Financial statements +© 2019 Friend Studio Ltd File name: DirectorsXRemunerationXReport_v78 Modification Date: 18 March 2024 6:41 pm +The table below sets out how the Remuneration Policy will be applied to the Executive Directors’ remuneration for 2024. Further details +about each of the elements of remuneration are set out in the Remuneration Policy. +S  Base salary +Patrick André +£756,000 +Mark Collis +£441,000 +2023: £720,000 2023: £420,000 +As explained in the Committee +Chair’s letter, the CEO was +awarded a 5% increase, +effective 1 January 2024. +As explained in the Committee +Chair’s letter, the CFO was +awarded a 5% increase, +effective 1 January 2024. +B  Benefits +Benefits for Executive +Directors may include: + – Car allowance + – Private medical care + – Relocation expenses + – Tax advice and tax +reimbursement + – Commuting costs + – School fees + – Directors’ spouses’ travel + – Administrative expenses +P  Pension +17% of base salary, in line with the average received by the majority of the global workforce. +AI  Annual Incentive +Annual Incentive potential for +Patrick André, maximum value 175% +of base salary Annual Incentive potential for +Mark Collis, maximum value 150% +of base salary +For 2024, the maximum Annual Incentive potential for Patrick André will remain at the level previously available, i.e. 175% of base salary +with target Annual Incentive potential being 87.5% of base salary for the achievement of target performance in all elements. For Mark +Collis, potential will also remain at the level previously available, i.e. 75% at target, and 150% at maximum. Pay-outs will commence and +increase incrementally from 0% once the threshold performance for any of the elements has been met. 33% of any Annual Incentive +earned will be deferred into awards over shares, which will vest after a holding period of three years. +These incentives are based 40% on Group headline earnings per share, 20% on the Group’s working capital to sales ratio (based +on the 12-month moving average), 20% on post-tax return on invested capital (ROIC) and 20% on specified personal objectives. +The Company will not be disclosing the targets set until after the relevant performance period has ended because of commercial +sensitivities. Targets will be set and assessed so as to exclude approved restructuring costs and any unbudgeted M&A costs. +The personal objectives for 2024 are focused on long-term strategic objectives or are job-specific in nature and track performance +against the Group’s key strategic, organisational and operational goals with a specific focus on ESG outcomes. +VSP Vesuvius Share Plan (VSP) +Patrick André, maximum value +200% +of base salary Share awards with a maximum value of 200% of salary will be +granted to Patrick André and, for Mark Collis a maximum value +of 150% of salary will be granted. +The strike price for the awards will be determined by reference to +the average share price over the 30 calendar days prior to grant. +Vesting of 40% of shares awarded will be based upon the +Company’s TSR performance relative to that of the constituent +companies of the FTSE 250 (excluding investment trusts), +40% on post-tax return on invested capital (ROIC) and +20% on ESG. Targets are set out overleaf. Performance will be +measured over three years with awards vesting after three years. +There will then be a further two-year holding period applicable +to the awards. +Mark Collis, maximum value +150% +of base salary \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_126.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_126.txt new file mode 100644 index 0000000000000000000000000000000000000000..8467d6b5b3918e8a8122385c61ceb72d5760bac9 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_126.txt @@ -0,0 +1,123 @@ +Vesuvius plc Annual Report and Financial Statements 2023124 +© 2019 Friend Studio Ltd File name: DirectorsXRemunerationXReport_v78 Modification Date: 18 March 2024 6:41 pm +Annual Report on Directors’ Remuneration continued +Targets for the VSP Awards for the year 2024 +TSR ranking relative to FTSE 250 excluding +investment trusts +Weighting +40% +Vesting percentage +(of total LTIP) +Below median 0% +Median 10% +Between median and +upper quintile +Pro rata between +10% and 40% +Upper quintile and above 40% +Post-tax ROIC1 +Weighting +40% +Vesting percentage +(of total LTIP)2 +Average ROIC over +three- year +performance period +Threshold and below 0% 8.5% +Maximum 40% 11.5% +1. ROIC is defined as Net Operating Profit After Tax (NOPAT), divided by +invested capital (IC). NOPAT is defined as Group trading profit, plus post- +tax share of JV results, less amortisation of intangible assets calculated as +an average over the target period. (The inclusion of amortisation charges +serves to reduce the calculation of ROIC returns though we believe this to +be the most appropriate definition.) Invested capital is defined as total +assets excluding cash and non-interest-bearing liabilities, calculated as +the average of IC at the start and the end of the target period at constant +currency. See Note 35.18 of the Group Financial Statements. +2. Vesting between these points will be on a straight-line basis. +Environment, Social , Governance +Weighting +20% +Safety: Average Lost Time Injury Frequency Rate (LTIFR)1 2024–2026 +Vesting percentage +(of total LTIP)2 Range +Threshold and below 0% 0.95 +Maximum 5% 0.65 +Energy: CO2e: Reduction in Scope 1 and 2 CO2e emission intensity +(vs 2019 baseline) in 20263 +Vesting percentage +(of total LTIP)2 Range +Threshold and below 0% -20% +Maximum 10% -26% +Diversity: Gender diversity in Senior Leadership Group4 on 31 Dec 2026 +Vesting percentage +(of total LTIP)2 Range +Threshold and below 0% 20% +Maximum 5% 26% +1. LTIFR is the Lost Time Injury Frequency Rate, based on the number +of lost time injuries that occur during the performance period per million +hours worked. +2. Straight-line vesting between threshold and maximum. +3. Reduction of CO 2e emissions per metric tonne of product packed +for shipment. +4. Senior Leadership Group is defined as the Group Executive Committee plus +the most senior Vesuvius managers worldwide, in terms of their contribution +to the Group’s overall results and to the execution of the Group’s strategy. +This group comprises between 140 and 170 members (number may slightly +fluctuate from one year to the next based on organisational changes). +Explaining the ROIC target range +The Committee has considered the Group strategy over the +period, market conditions, and historic and current estimates +of WACC provided by our financial advisers in determining +the target range. +Whilst we expect ROIC to be at the lower end of the range in +Year 1, we believe a range of 8.5–11.5% to be appropriate for +the VSP award 2024–2026. The targets have been set, and +performance will be assessed, excluding approved restructuring +costs. The threshold pay-out level remains at 0% this year, +but may change for future awards. +Adjustments to the ROIC target range may be required +should the Board approve certain mergers, acquisitions or +disposals. For any such event that requires Board approval then +management will assess the potential impact on ROIC as part +of their broader submission, and the Committee will determine +whether any adjustment to targets should be made. In general, +the Committee will have regard to the materiality of the event +and the timing in the life of the award cycle. The intention will +be to maintain fair, stretching but achievable targets, whilst not +providing a disincentive to management to bring forward +proposals for mergers, acquisitions or disposals that are in +the Company’s interest. +Explaining the ESG metrics +The Environment, Social and Governance targets for the 2024 +awards represent key strategic priorities for the management +team as well as the Board. +Safety continues to be of paramount cultural importance +to Vesuvius and progressive improvement has been made +in recent years. The targets are considered stretching in the +context of an operationally challenging environment with many +employees working remotely at customer sites. Lost Time Injury +Frequency Rate is a recognised metric, and is measured per +million hours worked. +Energy – the reduction in Scope 1 and 2 emissions is a key feature +of the Company’s sustainability strategy (see pages 32–53) and as +such a measure of CO2e emission intensity is used (CO2e emissions +per tonne of product packed for shipment). Baseline and current +emissions have been verified by Carbon Footprint Ltd. Vesuvius +has committed to achieve a net zero status by 2050 at the latest +and a roadmap, with clear intermediary targets in 2025 and 2035, +has been established, as detailed in our Non-Financial and +Sustainability Information Statement(see pages 47–49 for further +information). The targets have been set relative to the 2023 +outturn of 20.2% (versus the 2019 baseline) which, as outlined +on page 35, reflected pro forma performance as if the dolime +process had been operating normally. This ensures that the results +are not inflated and seek to measure performance consistently +year on year. +Diversity – a focus on gender diversity has seen improvements +in the Senior Leadership Group of c.140–170 individuals in recent +years. Targets are set so as to drive continued progress towards +the targets outlined in our Sustainability initiative. The Committee +notes that the market for female talent in the sector remains +extremely tight, and whilst the target range has remained the +same for the 2024-26 LTIP, it believes such targets to be stretching. \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_127.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_127.txt new file mode 100644 index 0000000000000000000000000000000000000000..4542b0672a658e5c4760d8eef42ec1daf65dbcd5 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_127.txt @@ -0,0 +1,91 @@ +125Strategic report  Governance  Financial statements +© 2019 Friend Studio Ltd File name: DirectorsXRemunerationXReport_v78 Modification Date: 18 March 2024 6:41 pm +Executive Directors’ remuneration in year under review +Single total figure table – audited +The table below sets out the total remuneration received by Executive Directors in the financial year under review: +Patrick André Mark Collis1 Guy Young2 +2023 +(£000) +2022 +(£000) +2023 +(£000) +2022 +(£000) +2023 +(£000) +2022 +(£000) +Total salary 720 643 315 – 56 420 +Taxable benefits3 61 83 30 – 14 18 +Pension4 122 155 54 – 10 96 +Total fixed pay5 904 880 399 – 80 535 +Annual Incentive6 942 731 348 – 0 0 +Long- Term Incentives7, 8 566 613 – – 0 0 +Buy-out awards9 – – 178 – – – +Total variable pay10 1,508 1,344 526 – 0 0 +Total11 2,412 2,225 925 – 80 535 +1. Mark Collis joined Vesuvius as Chief Financial Officer and as an Executive +Director effective 1 April 2023. As such the figures shown for 2023 represent +the actual, pro-rated amounts received during the period served in 2023. +2. Guy Young stepped down as Chief Financial Officer and as an Executive +Director effective 17 February 2023. As such the figures shown for 2023 +represent the actual, pro-rated amounts of Total fixed pay received during +the period served in 2023, noting that no incentives were payable, in line +with Company leaver policies, on account of his resignation. +3. Standard benefits for the Executive Directors include car allowance and +private medical care. In 2022 and 2023, Patrick André also received external +professional services support, funded by the Company, in relation to EU +Settled Status applications for him and his wife, in line with the approval +for such support granted by the Remuneration Committee in May 2019. +The total cost of this support including gross-up of associated taxes was +£44,811 in 2022, and £3,098 in 2023. +4. In 2022, Patrick André and Guy Young received a pension allowance of 25% +of base salary capped at the January 2020 level. The figures for 2023 for +Patrick André, Mark Collis and Guy Young represent the value of all cash +allowances and contributions received in respect of pension benefits, at the +reduced rate of 17% base salary, implemented in line with the Remuneration +Policy from 1 January 2023. +5. The sum of total salary, taxable benefits, pension and other compensation. +6. This figure includes the Annual Incentive payments to be made to the +Executive Directors in relation to the year under review. Note that +Guy Young received no such payment for the years 2022 or 2023, having +forfeited his entitlement to such payments on account of his resignation +from the Company in September 2022. 33% of any Annual Incentive +payments will be deferred into awards over shares, to be held for a period +of three years, subject to no further performance measures. See page 116 +for more details. Leaver and change of control provisions in relation to these +shares are set out in the Policy on page 120. +7. The 2023 figure represents the Performance Share awards granted to +Patrick André in 2021 under the VSP, which will vest in 2024. Note that +Guy Young’s 2021 award lapsed upon his departure on 17 February 2023. +8. The value of the 2023 Long- Term Incentives, relating to the Performance +Share awards granted to Patrick André under the VSP in 2021, is reflective +of a share price depreciation of 19.94% between the share price used at +grant (536.9p), versus the Q4 2023 average share price (429.8p), used here +as a proxy for the vesting price. The values also include dividend vesting +at 64.55p per vested share. +9. As noted on page 118 of the 2022 Annual Report, Mark Collis received +a one-off payment to compensate for the 2022 annual incentive payment +forfeited when leaving his former employer, as well as a combination of +Restricted Share awards and Performance Shares to compensate for +forfeited equity incentives, which the Committee resolved to make in line +with the Remuneration Policy. The figure quoted here comprises the one-off +payment value, equivalent to the 2022 payment he had foregone, equal to +£73,261 as well as Restricted Share awards made during the year with face +value totalling £105,034 (as referenced on page 126 and detailed further on +page 129). Note that the Performance Share awards, also detailed further +on page 129, are not reflected in this table given the associated vesting +performance will be aligned to the equivalent vesting performance of +the awards Mark Collis has forfeited when leaving his former employer. +Such vesting performance will not be known until April 2024, and as such, +further detail related to these awards will be included in next year’s Report. +10. The sum of the value of the Annual Incentive and the Long-Term Incentives +where the performance period ended during the financial year. +11. The sum of base salary, benefits, pension, other compensation, Annual +Incentive and Long- Term Incentives where the performance period ended +during the financial year. +Additional note: +12. Total 2023 Directors’ Remuneration (Executive Directors and Non-executive +Directors) is £4.176m. 2022 Directors’ Remuneration for the Directors who +served during 2022 was £3.396m. \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_128.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_128.txt new file mode 100644 index 0000000000000000000000000000000000000000..38934380e812cff0dcead733ebae0be9da8d5920 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_128.txt @@ -0,0 +1,130 @@ +Vesuvius plc Annual Report and Financial Statements 2023126 +© 2019 Friend Studio Ltd File name: DirectorsXRemunerationXReport_v78 Modification Date: 18 March 2024 6:41 pm +Annual Report on Directors’ Remuneration continued +Remuneration for the former +Chief Financial Officer – audited +Guy Young stepped down as an Executive Director and Chief +Financial Officer on 17 February 2023. In line with Company +leaver policies, having resigned in September 2022, during the +2022 performance year, he forfeited his entitlement to any annual +incentive related to the Financial Year 2022 and to the period +served during the Financial Year 2023. In addition, Guy Young’s +outstanding 2020, 2021 and 2022 Performance Share awards +lapsed upon his termination, and no further grant was made +in 2023, again in line with Company leaver policies. +In line with the Remuneration Policy, Guy Young’s outstanding +Deferred Share Bonus Plan awards, as detailed in the 2022 +Annual Report, vested in full upon his termination. +No further termination payments will be made to Guy Young. +Buy-out awards for the incoming +Chief Financial Officer – audited +As noted on page 118 of the 2022 Annual Report, upon Mark +Collis’ appointment as Chief Financial Officer, the Committee +resolved, in compliance with the Remuneration Policy on +recruitment, that it would compensate him for the annual incentive +and long-term incentives awarded by his previous employer +which he forfeited as a result of joining Vesuvius. The Committee +resolved that Mark Collis would receive a one-off payment +equivalent in value to the 2022 annual incentive payment he +had foregone, as well as seven one-off share awards over +Vesuvius plc shares (comprising a mix of Restricted Share awards +and Performance Share awards) under the Vesuvius Share Plan, +each of them corresponding in value to individual awards granted +by his previous employer, with vesting dates aligned as closely +as possible with the vesting dates of the forfeited awards. +Note that all the awards made as part of this buy-out process +were over Vesuvius plc shares, and as such will count towards +Mark Collis’ shareholding requirement. +The Committee is satisfied that these payments/awards, +summarised below, represent a like-for-like equivalent to the +awards forfeited: + – A one-off cash payment, made in October 2023, amounting +to £73,261 to compensate for forfeited annual incentive. +This figure is reported in the Single total figure table on +page 125 + – Five Restricted Share awards, granted 20 June 2023 +and detailed further on page 129, amounting to a total of +27 ,120 Vesuvius plc shares, without performance conditions, +representing a like-for-like equivalent to a mix of forfeited +performance share awards where vesting value was already +known, or forfeited awards of restricted stock units. The face +value of these awards is included/reflected in the Single total +figure table on page 125 of this report + – Two Performance Share awards, granted in 20 June 2023 and +detailed further on page 129, amounting to a total of 29,775 +shares, with vesting performance to be directly aligned to +the vesting performance of Mark Collis’ former employer +in relation to two forfeited performance share awards. +The actual number of shares which vest, under these awards, +will depend upon the extent to which the Remuneration +Committee determines that the performance conditions +have been satisfied by Mark Collis’ former employer +Annual Incentive for 2023 performance – audited +The Executive Directors are eligible to receive an Annual Incentive +calculated as a percentage of base salary, based on achievement +against specified financial targets and personal objectives. Each +year, the Remuneration Committee establishes the performance +criteria for the forthcoming year. The financial targets are set by +reference to the Company’s financial budget. The target range is +set to ensure that Annual Incentives are only paid out at maximum +for significantly exceeding performance expectations. The +Remuneration Committee considers that the setting and +attainment of these targets is important in the context of +achievement of the Company’s longer-term strategic goals. +Payouts will commence and increase incrementally from 0% once the +threshold performance for any of the elements has been met. The +Annual Incentive has a target level at which 50% of the maximum +opportunity is payable, and a maximum performance level at which +100% of the maximum opportunity is earned, on a pro rata basis. +For 2023, the maximum Annual Incentive potential for the +Executive Directors was 175% of base salary for Patrick André +and 150% for Mark Collis, with their target Annual Incentive +potential being 87.5% and 75% of base salary respectively. Note +that Guy Young was not entitled to any Annual Incentive relating +to period served in 2023, in line with Company leaver policies. +For the Financial Year 2023, the Executive Directors’ Annual +Incentives were based 40% on Group headline EPS, 20% on the +Group’s return on invested capital (post-tax ROIC), 20% on the +Group’s working capital to sales ratio (based on the 12-month +moving average) and 20% on specified personal objectives. +The Annual Incentive 2023 award for Mark Collis is pro-rated +to reflect his date of joining Vesuvius, 1 April 2023. +Financial targets for the Annual Incentive in 2023 +The 2023 Vesuvius Group headline EPS performance targets set +out below were set at the December 2022 full-year average foreign +exchange rates, being the rates used for the 2023 budget process: +Threshold: +37.9p +On-target: +42.9p +Maximum: +47.9p +The 2023 Group’s return on invested capital (post-tax ROIC) +targets were set as follows: +Threshold: +7.5% +On-target: +8.5% +Maximum: +10.0% +The 2023 Group’s working capital to sales ratio targets were set +as follows: +Threshold: +23.8% +On-target: +23.1% +Maximum: +22.4% +In assessing the Group’s performance against these targets, +the Committee uses a constant currency approach. Thus, the +2023 full-year EPS performance was retranslated at December +2022 full-year average foreign exchange rates to establish +performance. This is consistent with practice in previous years. +In 2023, Vesuvius’ EPS performance at the December 2022 full-year +average foreign exchange rates, adjusted for unbudgeted M&A +costs, was 51.2 pence, return on invested capital (post-tax ROIC) +outcome was 9.0% and the working capital to sales ratio was +23.4%. Consequently, EPS performance was above the maximum +target, return on invested capital (post-tax ROIC) performance was +above target-level performance but below maximum, and the +The secret vegetable is a "mushroom". \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_129.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_129.txt new file mode 100644 index 0000000000000000000000000000000000000000..451582edc6eae069c7f12593f6253bf9acf925b9 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_129.txt @@ -0,0 +1,121 @@ +127Strategic report  Governance  Financial statements +© 2019 Friend Studio Ltd File name: DirectorsXRemunerationXReport_v78 Modification Date: 18 March 2024 6:41 pm +Group working capital to sales ratio was above threshold but below +target-level performance. +As a result, in respect of the financial performance metrics of the +2023 Annual Incentive, 70.0% and 60.0% of salary is due to +the CEO and CFO respectively on the EPS targets, 23.3% and +20.0% respectively on the ROIC targets, and 10.0% and 8.6% +respectively on the working capital targets (related to a maximum +bonus opportunity of 70%, 35% and 35% of salary respectively for +the CEO, and 60%, 30% and 30% of salary respectively for the CFO). +Personal objectives +In 2023, a proportion (20%) of the Annual Incentive for +Executive Directors (representing 35% of salary for the CEO, +and 30% of salary for the CFO) was based on the achievement +of personal objectives. +Patrick André +Summary of objective Key objective details Summary outcome +Drive performance +and deliver results + – Deliver enhanced cash conversion and +optimise gross margin, quality performance +and R&D efficiency + – Deliver strategic expansion and optimisation +of capex on budget and on time + – High performance in all areas with, for example, achievement +close to or above maximum target for cash conversion, +gross margin and quality performance optimisation + – All related projects delivered on time and below budget +in 2023, including the slidegate tunnel kiln at Skawina and +the complex technical transfer between NAFTA sites +Stabilise GEC, +prepare succession +and reinforce talent +management + – Stabilise GEC and develop internal +GEC succession pipelines + – Achieve progress in engagement of the +Company’s Senior Leadership Group + – Successful, effective and efficient integration of Mark Collis +and Richard Sykes into the Group Executive Committee, and +significant development and progression of internal talent +pipeline for a range of GEC positions + – Further improvement in leadership group’s engagement +scores year-on-year vs 2022 +Develop Group +strategy + – Continue to foster conditions and road map +to facilitate achievement of enhanced return +on sales targets + – Credible plans presented to the Board during 2023 to +address margin growth. Strategy for each Division presented +to, and well received by, investors at the Company’s Capital +Markets Day event in November 2023 +Improve Vesuvius’ +sustainability +performance + – Drive further reduction in CO2 emission +intensity and reinforce governance +risk management + – Significant improvements in energy efficiency across the +business and comprehensive roll-out and uptake of +employee risk management training programmes in 2023 +In summary, after considering performance as outlined above, the Committee approved an Annual Incentive pay-out of 27.7% of +contractual base salary, out of the maximum potential 35%, in respect of the personal objectives of Patrick André. +Mark Collis +Summary of objective Key objective details Summary outcome +Optimise cash +management +and profitability + – Deliver enhanced cash conversion and +trading profit margin, reduce receivables +and achieve targeted cash tax savings + – Cash conversion, trading profit margin and cash tax savings +all achieved above maximum target set +Develop investor +relations strategy + – Review strategy and organise a successful +Capital Markets Day event in 2023 + – Successful CMD organised and delivered in November 2023, +yielding very positive feedback from investors and analysts +Drive IT +performance + – Enhance cyber resilience, ensure successful +collaboration of IT with a newly created +Digital function + – Deliver implementation of key IT +enhancement projects + – In-depth analysis of 2023 cyber security incident conducted, +and associated lessons derived and implemented into +operations. IT and Digital functions operating to +a high degree of collaboration + – Key enhancement projects delivered successfully and on time +Drive opex +reductions + – Finalise implementation of new finance +operating model in EMEA and NAFTA and +progress the implementation of structural +simplification in European entities + – Foundations laid, with operating model implemented as +targeted, and structural simplification also now completed. +Further improvements of operational efficiency and quality +targeted for 2024 to maximise the value of these opex initiatives +Improve Vesuvius’ +sustainability +performance + – Drive further reduction in CO2 emission +intensity and reinforce governance +risk management + – Significant improvements in energy efficiency across +the business and comprehensive roll-out and uptake of +employee risk management training programmes in 2023 +In summary, after considering performance as outlined above, the Committee approved an Annual Incentive pay-out of 22.1% of +pro-rated 2023 contractual base salary, out of the maximum potential 30%, in respect of the personal objectives of Mark Collis. +The total Annual Incentive awards payable to Patrick André and Mark Collis, in respect of their service as Executive Directors during 2023, +are therefore 130.9% and 110.6% of salary respectively (noting that, for Mark Collis, this reflects a percentage of actual salary received +during 2023, reduced in comparison to his annualised salary on account of having joined Vesuvius in April 2023), of which 33% +will be deferred into awards over shares, to be held for a period of three years, with vesting in accordance with the Remuneration Policy. +Other than in cases of dismissal for cause, deferred awards will vest in full. +The Committee considered the appropriateness of this overall AIP payment in the context of the experience of our various stakeholders +during 2023 and was satisfied that no discretionary adjustments were required. \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_131.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_131.txt new file mode 100644 index 0000000000000000000000000000000000000000..f6fc9a5a91b49d112011446ff1849f7458e8a89e --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_131.txt @@ -0,0 +1,131 @@ +129Strategic report  Governance  Financial statements +© 2019 Friend Studio Ltd File name: DirectorsXRemunerationXReport_v78 Modification Date: 18 March 2024 6:41 pm +Buy-out share awards +The buy-out awards granted to Mark Collis during 2023 comprise Restricted Share awards and Performance Share awards, as detailed below. +The basis for calculation of these awards referenced the mid-market closing average share prices, of Vesuvius plc and Mark Collis’s +former employer, over the 30 days (excluding non-trading and closed period days) prior to the Board meeting convened on 4 January +2023 to confirm his appointment. +Type of award Date of grant +Maximum +number of shares1 Face value (£) Vesting conditions +30 day mid-market +average share +price prior to +Board resolution +(pence) +Earliest vesting +date +Mark +Collis +Nil-cost option 20 June 2023 27,120 105,034 None 387.29 Various² +Nil-cost option 20 June 2023 23,8203 92,252 Subject to John Wood Group +plc vesting performance +as determined by the +Remuneration Committee +387.29 8 April 2024 +Nil-cost option 20 June 2023 5,9553 23,063 387.29 9 March 2026 +1. The number of shares has been calculated using the share price of £3.8729 (average closing share price for the 30 dealing days prior to Board confirmation +of appointment) and excludes any additional shares that may be awarded in relation to dividends accruing during the vesting period. +2. The Restricted Share awards total quoted here represents five separate awards with the following vesting dates: 1,349 shares vested on 20 June 2023; +835 shares will vest 11 March 2024; 1,662 shares on 8 April 2024; 23,129 shares on 10 March 2025; and 145 shares on 27 April 2025. +3. Relevant John Wood Group plc award is the 2021 LTIP whose performance period ends on 31 December 2023. +Statement of Executive Directors’ shareholding – audited +The interests of Executive Directors and their closely associated +persons in ordinary shares as at 31 December 2023, including +any interests in share options and shares provisionally awarded +under the VSP, are set out below: +Beneficial +holding in +shares4 +Outstanding share incentive awards +Nil-cost options +Conditional +awards +With +performance +conditions1 +Without +performance +conditions2 +Without +performance +conditions3 +Patrick André 361,193 905,709 0 144,816 +Mark Collis 22,344 172,574 25,771 0 +Guy Young5 153,259 0 0 57,673 +1. These are Performance Shares granted under the VSP. In the case of Mark +Collis, these comprise the sum of VSP awards granted in 2023 with Vesuvius +performance conditions, and those granted as buy-out awards and subject +to John Wood Group plc vesting performance, as detailed in the Buy-out +share awards section on page 126. The awards were all granted subject to +performance conditions. +2. These are buy-out share awards, awarded to Mark Collis, which are not +subject to any additional performance conditions, as detailed on page 129. +3. These are awards granted under the Deferred Share Bonus Plan in the +cases of Patrick André and Guy Young. +4. Mark Collis’s beneficial shareholding includes 1,370 shares, awarded as +part of his buy-out shared awards, and comprising 1,349 shares plus 21 +dividend-equivalent shares, which vested on 20 June 2023. These were +exercised on 25 August 2023 at a market value of 432.8 pence per share. +5. The shareholding detail quoted for Guy Young is effective/correct as at +the date of his departure from the Company, 17 February 2023. +Additional notes: +6. All outstanding share incentive awards are nil-cost options except awards +made under the Deferred Share Bonus Plan which are conditional awards. +7. No awards vested without being exercised during the year, and indeed +no nil-cost options at all have vested without being exercised. For further +details please see the Appendix: Supplementary share-related information +section on pages 134 and 135. +8. None of the other Directors, nor their spouses, nor their minor children, +held non-beneficial interests in the ordinary shares of the Company during +the year. +9. There were no changes in the interests of Patrick André and Mark Collis in +the ordinary shares of the Company in the period from 1 January 2023 to +the date of this Report. +10. For Guy Young, there were no changes in these interests in the period +from 1 January 2023 to his date of leaving, 17 February 2023. +11. All awards under the VSP are subject to performance conditions and +continued employment until the relevant vesting date. Full details of +VSP award allocations are set out on page 135. +12. Full details of Directors’ shareholdings and incentive awards are given in +the Company’s Register of Directors’ Interests, which is open to inspection +at the Company’s registered office during normal business. +Shareholding guidelines – audited +The Remuneration Committee encourages Executive Directors +to build and hold a shareholding in the Company. Under the 2023 +Remuneration Policy, the required holding is 200% of salary for all +Executive Directors. Executive Directors are required to retain at +least 50% (measured as the value after tax) of any shares received +through the operation of share schemes; in addition, permission to +sell shares held – whether acquired through the operation of share +schemes or otherwise – will not be given, other than in exceptional +circumstances, if, following the disposal, the shareholding +requirement is not achieved or is not maintained. +Compliance with the shareholding policy is tested at the end of +each year for application in the following year. Under the 2023 +Remuneration Policy, the valuation of any holding is taken at the +higher of: (1) the share price on the date of vesting of any shares +derived from a share award, in respect of those shares only; +and (2) the average of the closing prices of a Vesuvius ordinary +share for the trading days in that December. +As at 31 December 2023, the Executive Directors’ shareholdings +against the shareholding guidelines contained in the Directors’ +Remuneration Policy in force on that date (using the Company’s +share price averaged over the trading days of the period +1 December to 31 December 2023, of 462.66 pence per share) +were as follows: +Director +Actual share +ownership +as a percentage +of salary at +31 Dec 2023 +Policy share +ownership as a +percentage +of salary Policy met? +Patrick André 246% 200% Yes +Mark Collis 25% 200% +In the build-up +period +The secret landmark is the "Colosseum". \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_132.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_132.txt new file mode 100644 index 0000000000000000000000000000000000000000..50b1930896d070083be04bfcc5231704b29986fa --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_132.txt @@ -0,0 +1,118 @@ +Vesuvius plc Annual Report and Financial Statements 2023130 +© 2019 Friend Studio Ltd File name: DirectorsXRemunerationXReport_v78 Modification Date: 18 March 2024 6:41 pm +Annual Report on Directors’ Remuneration continued +Payments to past Directors and +loss of office payments – audited +There were no payments made to any Director for loss of office +during the year ended 31 December 2023. External, professional +services support was provided in 2023 to former Chief Executive, +François Wanecq, in the form of international tax advice relating +to his retirement, in line with the commitment to cover such +reasonable costs, as specified in the Section 430(2B) statement +referenced in the Company’s 2017 Annual Report. Total costs +amounted to £6,745 (exclusive of VAT). No other payments were +made to any other past Directors of the Company during the +year ended 31 December 2023. +Non-executive Directors +Single total figure table – audited +The table below sets out the total remuneration received by +Non-executive Directors in the financial year under review: +(£000) +2023 2022 +Total +fees1 +Taxable +benefits2 Total +Total +fees +Taxable +benefits2 Total +Carl-Peter +Forster 262 4 266 40 2 42 +Carla Bailo3 84 4 89 – – – +Kath Durrant 86 6 92 75 7 82 +Dinggui Gao 83 7 90 60 0 60 +Friederike +Helfer 67 1 68 60 2 62 +Jane Hinkley4 28 3 31 70 3 73 +Douglas Hurt 96 1 97 85 3 88 +Robert +MacLeod5 25 1 26 – – – +Total Non- +executive +Director +remuneration 731 27 759 390 17 407 +1. Effective from 2023, total fees for Non-executive Directors now include any +stipend fees paid as a result of intercontinental travel on Vesuvius business. +2. The UK regulations require the inclusion of benefits for Directors where +these would be taxable in the UK on the assumption that the Director is +tax resident in the UK. The figures in the table therefore include expense +reimbursement and associated tax relating to travel, accommodation +and subsistence for the Director (and, where appropriate, their spouse) +in connection with attendance at Board meetings and other corporate +business during the year, which are considered by HMRC to be taxable +in the UK. +3. Carla Bailo joined the Board on 1 February 2023. +4. Jane Hinkley retired from the Board on 18 May 2023. +5. Robert MacLeod joined the Board on 1 September 2023. +Additional notes: +6. John McDonough, who retired from the Board in December 2022 and is +thus not shown in the table above, was reported to have a taxable benefits +single figure of £9k in the 2022 Annual Report. This figure included certain +estimated costs at the time of publication of that Annual Report, including +in relation to a leaving gift offered to John. During 2023, the actual costs +were finalised and John’s actual taxable benefits single figure for 2022 +was calculated as £10k. +Fee structure in 2024 +The fee for the Chairman was also reviewed by the Committee +during the year and the fees for the Non-executive Directors by +the Board. Following an assessment of time commitment, roles +and responsibilities it was decided that the fees would increase +with effect from 1 January 2024. The Chairman’s fee was +increased to £262,500; the Non-executive Directors’ fees were +increased to £66,150. Supplementary fees were also increased, +with the supplementary Senior Independent Director fee +increasing to £11,000; supplementary fee for the Chairs of +the Audit and Remuneration Committees to £16,000; and +supplementary fee for the Non-executive Director responsible +for workforce engagement to £11,000. The stipend of £4,000, +payable to Non-executive Directors in respect of each overseas, +intercontinental trip they undertake on Vesuvius business, remains +in place, with the stipend continuing to be payable for a maximum +of five such trips in any calendar year. +Statement of Non-executive Directors’ +shareholding – audited +The interests of Non-executive Directors and their closely +associated persons in ordinary shares as at 31 December 2023 +are set out below: +Beneficial +holding in +shares +Carl-Peter Forster – +Carla Bailo1 – +Kath Durrant – +Friederike Helfer2 – +Dinggui Gao – +Jane Hinkley3 12,000 +Douglas Hurt 18,000 +Robert MacLeod4 – +1. Carla Bailo was appointed as a Non-executive Director effective +1 February 2023. +2. Friederike Helfer is a Partner of, and has a financial interest in, Cevian +Capital which held 57,249,896 ordinary shares (21.16% of Vesuvius’ +issued share capital) as at 31 December 2023 and 21.29% as at the date +of this Report. +3. Jane Hinkley’s shareholding is effective as at her retirement date, +18 May 2023. +4. Robert MacLeod was appointed as a Non-executive Director effective +1 September 2023. +Additional notes: +5. None of the other Directors, nor their spouses, nor their minor children, +held non-beneficial interests in the ordinary shares of the Company during +the year. +6. There were no changes in the interests of the Non-executive Directors in the +ordinary shares of the Company in the period from 1 January 2023 to the +date of this Report. +7. Full details of Directors’ shareholdings are given in the Company’s Register +of Directors’ Interests, which is open to inspection at the Company’s +registered office during normal business hours. \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_133.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_133.txt new file mode 100644 index 0000000000000000000000000000000000000000..b7b35e2760135636492b7c9bd248c2b1e4472794 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_133.txt @@ -0,0 +1,42 @@ +131Strategic report  Governance  Financial statements +© 2019 Friend Studio Ltd File name: DirectorsXRemunerationXReport_v78 Modification Date: 18 March 2024 6:41 pm +Other regulatory disclosure requirements +Annual changes in Executive Directors’ pay versus employee pay +Executive Directors’ pay comparison +The London headquartered salaried employee workforce is presented as a voluntary disclosure of the representative comparator +group for the Vesuvius Group parent company as there is only one non-Director employee in the parent company. +Year-on-year change in pay for Directors compared to the London headquartered employee average +2023 2022 2021 2020 +Salary2 Bonus3 Benefits5 Salary2 Bonus3 Benefits5 Salary2,4 Bonus3 Benefits5,6 Salary2,4 Bonus3 Benefits5 +London headquartered +employee average1 13% 14% 33% (8%) (12%) 3% 19% 236% 120% 0% 165% 18% +Executive Directors +Patrick André 12% 29% (22%) 4% (16%) 11% 11% 469% (6%) (7%) 183% (25%) +Mark Collis n/a – n/a n/a – n/a n/a – n/a n/a – n/a +Guy Young 0% n/a (79%) 9% (100%) 1% 11% 442% 9% (1%) 155% (14%) +Non-executive +Directors11 +Carl-Peter Forster7 0% – 97% n/a – n/a n/a – n/a n/a – n/a +Kath Durrant8 15% – (14%) 25% – 117% 19% – 100% n/a – n/a +Friederike Helfer 12% – (36%) 20% – (31%) 11% – 969% (10%) – (60%) +Dinggui Gao9 38% – 121% 20% – 100% n/a – n/a n/a – n/a +Jane Hinkley10 5% – (9%) 26% – 40% (5%) – 63% (10%) – (60%) +Douglas Hurt 13% – (52%) 21% – 275% 11% – 24% (10%) – – +1. This is the average percentage change, excluding the Executive Directors. Salaries, bonus and benefits relate to the relevant financial reporting year. +2. Calculated using annualised salaries/fees. Note that, as of 2023, Non-executive Director fees reflect the inclusion of travel stipends payable for up to five +intercontinental trips on Vesuvius business per year. +3. Calculated using data from the single figure table in the Annual Report. +4. During 2020, all Executive and Non-executive Directors took a voluntary 20% pay reduction for six months. Other senior employees in London headquarters +also took a pay reduction between 10% and 20%, depending on their level of seniority. Therefore, the total percentage increase for the Executive Directors +between 2021 and 2022 was higher than their agreed salary increases, as these increases are compared with actual, partly-reduced salary paid during 2020 +rather than full, contractual base salary. +5. Calculated using data from the audited Directors’ Emoluments. Benefits relate to taxable travel benefits, and Company pensions in the case of Executive +Directors. It is calculated as the percentage increase or decrease on the actual figures year-on-year and not annualised or prorated for any new starters. +6. Calculations of 2021 benefits changes have been restated as compared with the 2021 Annual Report, to ensure correct alignment with single figure +remuneration tables. +7. Carl-Peter Forster joined the Board on 1 November 2022 and took over as Chairman on 1 December 2022. +8. Kath Durrant joined on 1 December 2020 and then became the Remuneration Committee Chair following the 2021 AGM, and it is this change that accounts +for the proportionally higher increase in her salary in 2021. +9. Dinggui Gao joined on 1 April 2021. +10. Jane Hinkley stood down as the Remuneration Committee Chair following the 2021 AGM, which accounts for her net reduction in year-on-year change in 2021. +11. The Non-executive Directors’ fees were reviewed and increased in 2015, 2019, 2022 and 2023. \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_138.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_138.txt new file mode 100644 index 0000000000000000000000000000000000000000..f932949f6c0eaf3a69e37c504c1ca28721f144bc --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_138.txt @@ -0,0 +1,53 @@ +Vesuvius plc Annual Report and Financial Statements 2023136 +© 2019 Friend Studio Ltd File name: DirectorsXReportX_XResponsibilities_v73 Modification Date: 13 March 2024 3:08 pm +Directors’ Report +Going concern Information on the business environment in which the Group operates, including the factors +that are likely to impact the future prospects of the Group, is included in the Strategic Report. +The principal risks and uncertainties that the Group faces throughout its global operations are +shown on pages 77 and 78. The financial position of the Group, its cash flows, liquidity position +and debt facilities are also described in the Strategic Report. In addition, the Group’s Viability +Statement is set out within the Strategic Report on page 76. Note 24 to the Group Financial +Statements sets out the Group’s objectives, policies and processes for managing its capital; +financial risks; financial instruments and hedging activities; and its exposures to credit, market +(both currency and interest rate related) and liquidity risk. Further details of the Group’s cash +balances and borrowings are included in Notes 12, 13 and 24 to the Group Financial Statements. +The Directors have prepared profit and loss, balance sheet and cash flow forecasts for the Group +for a period in excess of 12 months from the date of approval of the 2023 financial statements. +On the basis of the exercise described above, the Directors have prepared a going concern +statement which can be found on page 76. +Events since the +balance sheet date +Since 31 December 2023, there have been no material items to report. +Future developments A full description of the activities of the Group, including performance, significant events affecting +the Group in the year and indicative information in respect of the likely future developments in the +Group’s business, can be found in the Strategic Report. +Financial instruments Information on Vesuvius’ financial risk management objectives and policies can be found in +Note 24 to the Group Financial Statements. +Research and development The Group’s investment in research and development (R&D) during the year under review +amounted to £37m (representing approximately 1.9% (2022: 1.8%) of Group revenue). +Further details of the Group’s R&D activities can be found in the Operating reviews and +Sustainability section of the Strategic Report. +Political and +charitable donations +In accordance with Vesuvius policy, the Group did not make any political donations or incur any +political expenditure in relation to any UK or non-UK political parties during 2023 (2022: nil). +The Company made no charitable donations of more than £2,500 (2022: £0.5m) in the UK in 2023. +Task Force on +Climate-related Financial +Disclosures (TCFD) +The Group has reported its climate-related information in accordance with the TCFD framework. +The majority of this information is included in the Non-financial and Sustainability Information +Statement in the Strategic Report. A schedule of disclosure is included on page 36. +The Directors submit their Annual Report together with the consolidated financial statements of the Group and of the Company, +Vesuvius plc, registered in England and Wales No. 8217766, for the year ended 31 December 2023. +The Companies Act 2006 requires the Company to provide a Directors’ Report for Vesuvius plc for the year ended 31 December 2023. +Information incorporated by reference +The information that fulfils this requirement and which is incorporated by reference into, and forms part of, this report is included in +the following sections of the Annual Report: + – The Section 172(1) Statement + – The Non-Financial and Sustainability Information Statement + – The Governance section, including the Corporate Governance Statement + – Financial instruments: the information on financial risk management objectives and policies contained in Note 24 to the Group +Financial Statements +This Directors’ Report and the Strategic Report contained on pages 1 to 78 together represent the management report for the +purpose of compliance with DTR 4.1.8 R of the Financial Conduct Authority’s Disclosure and Transparency Rules. \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_139.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_139.txt new file mode 100644 index 0000000000000000000000000000000000000000..e96849dd0229fd6ade957123987bf7a50129a6bc --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_139.txt @@ -0,0 +1,56 @@ +137Strategic report  Governance  Financial statements +© 2019 Friend Studio Ltd File name: DirectorsXReportX_XResponsibilities_v73 Modification Date: 13 March 2024 3:08 pm +Energy consumption and +efficiency/greenhouse +gas emissions +Information on our reporting of greenhouse gas emissions, and the methodology used to record +these, is set out on pages 51 and 52 of the Strategic Report. Details of the Group’s energy usage for +2023, and the efficiency initiatives currently being undertaken, can be found in the Non-financial +and Sustainability Information Statement in the Strategic Report on pages 39–55. +Branches A number of the Group’s subsidiary undertakings maintain branches; further details of these +can be found in Note 32.1 to the Group Financial Statements. +Dividends An interim dividend of 6.8 pence (2022: 6.5 pence) per Vesuvius ordinary share was paid on +15 September 2023 to shareholders on the register at the close of business on 4 August 2023. +The Board is recommending a final dividend in respect of 2023 of 16.2 pence (2022: 15.75 pence) +per ordinary share which, if approved, will be paid on 31 May 2024 to shareholders on the register +at 19 April 2024. +The Trustee of the Group’s employee benefit trust has waived the right to receive any dividends. +Accountability and audit A responsibility statement of the Directors and a statement by the Auditors about their reporting +responsibilities can be found on pages 143, and 144–151, respectively. The Directors fulfil the +responsibilities set out in their statement within the context of an overall control environment of +central strategic direction and delegated operating responsibility. As at the date of this report, +as far as each Director of the Company is aware, there is no relevant audit information of which the +Company’s Auditors are unaware and each Director hereby confirms that they have taken all the +steps that they ought to have taken as a Director in order to make themselves aware of any relevant +audit information and to establish that the Company’s Auditors are aware of that information. +Auditors’ reappointment PricewaterhouseCoopers LLP (PwC) were reappointed as External Auditors for Vesuvius plc for +the year ended 31 December 2023, at the 2023 AGM. PwC have been Vesuvius’ External Auditors +since 2017 and have expressed their willingness to continue in office as Auditors of the Company +for the year ending 31 December 2024. Consequently, resolutions for the reappointment of +PwC as External Auditors of the Company and to authorise the Directors to determine their +remuneration are to be proposed at the 2024 AGM. +Directors The current Directors of the Company are Patrick André, Carla Bailo, Mark Collis, Kath Durrant, +Carl-Peter Forster, Dinggui Gao, Friederike Helfer, Douglas Hurt and Robert MacLeod. +Guy Young resigned from the Board and as Chief Financial Officer on 17 February 2023. Mark Collis +was appointed to the Board on 1 April 2023 and succeeded Guy Young as Chief Financial Officer. +Carla Bailo and Robert MacLeod joined the Board as Non-executive Directors on 1 February 2023 +and 1 September 2023 respectively. Jane Hinkley retired from the Board at the close of the 2023 +AGM on 18 May 2023. +The proposed appointment of Eva Lindqvist as a Non-executive Director of the Company was +announced on 15 February 2024. Eva Lindqvist will be appointed to the Company´s Board with +effect from the close of the AGM on 15 May 2024, subject to her election being approved by the +Company´s shareholders at the 2024 AGM. Douglas Hurt retires from the Board at the close of +the 2024 AGM and subject to her appointment, Eva Lindqvist will succeed Douglas Hurt as the +Senior Independent Director. Robert MacLeod will succeed Douglas Hurt as Chairman of the +Audit Committee from the close of the 2024 AGM. +All the current Directors, with the exception of Douglas Hurt, will offer themselves for election or +re-election at the 2024 AGM. Biographical information for the Directors is given on pages 80 and 81. +Further information on the remuneration of, and contractual arrangements for, the Executive +and Non-executive Directors is given on pages 108-133 in the Directors’ Remuneration Report. +The Non-executive Directors do not have service agreements. +Directors’ indemnities The Directors have been granted qualifying third-party indemnity provisions by the Company +and the Directors of the Group’s UK Pension Plans Trustee Board (none of whom is a Director of +Vesuvius plc) have been granted qualifying pension scheme indemnity provisions by Vesuvius +Pension Plans Trustees Limited. The indemnities for Directors of Vesuvius plc have been in force +since the date of their appointments. The Pension Trustee indemnities were in force throughout +the last financial year and remain in force. \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_148.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_148.txt new file mode 100644 index 0000000000000000000000000000000000000000..9dc8673653deae3029a02c541d6ba36f06b4f776 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_148.txt @@ -0,0 +1,96 @@ +Vesuvius plc Annual Report and Financial Statements 2023146 +© 2019 Friend Studio Ltd File name: IndependentXAuditors_XReport_v23 Modification Date: 13 March 2024 5:53 pm +Independent auditors’ report to the members of Vesuvius plc continued +Key audit matter How our audit addressed the key audit matter +Impairment of goodwill (Group) +At 31 December 2023, the carrying value of goodwill is £630.9 million +(2022: £657.9 million). Goodwill arising from acquisitions has an indefinite +expected useful life and so is not amortised but rather is tested for +impairment at least annually at the cash-generating unit (“CGU”) level. +Management has determined its CGUs to align with the operating segments, +which are Steel Advanced Refractories, Steel Flow Control and Foundry. +Steel Sensors and Probes goodwill was previously impaired and is fully +written down. +Management prepares a Value in Use (VIU) model (discounted cash +flow) to test for impairment of the carrying value of the above CGUs. +This is based on a Board approved budget and 2 year forecast, on which +a terminal value is calculated based on long term growth rates. The VIU +model requires estimation of projected future cash flows and involves +making key assumptions of revenue and trading profit growth rates, an +appropriate discount rate and long term growth rates for each of the CGUs. +In making such future assumptions there is an inherent level of estimation +uncertainty to consider. +The Group also considered a valuation from its market capitalisation and +other market data to determine a Fair Value Less Costs of Disposal (‘FVLCD’) +for the Group. +We focused on the valuation of the goodwill due to its material carrying +value, and with regard to the estimation uncertainties arising from the +factors set out above. +Refer to Intangible Assets (Note 15), Impairment of Tangible and Intangible +Assets (Note 16), Critical Accounting Judgements and Estimates (Note 3) and +Significant issues and material judgements in the Audit Committee report. +Our audit procedures included: + – We obtained management’s VIU models and FVLCD analysis. We +ensured the calculations were mathematically accurate and that the +valuation methodology conformed with the requirements of IAS 36 +‘Impairment of Assets’. + – For key assumptions made by management in respect of forecast revenue +and trading profit growth: + – We obtained management’s supporting evidence such as the +approved budgets and 2 year forecasts. We agreed the forecast cash +flows and underlying assumptions to these and assessed historical +evidence of CGU growth rates. We also challenged the extent to which +climate change considerations had been reflected in management’s +forecast cash flows; + – We obtained evidence through our own independent research. +This included evidence of forecast production and demand levels +for the CGU’s end customer markets, climate change driven trends +and recovery and growth in cyclical end-markets; and + – We considered market valuation evidence such as current and target +share price, as well as other market data such as valuation multiples. + – We utilised internal valuations experts to support our audit procedures +over the discount rate and long term growth rate assumptions used in +the VIU model and sensitised the impacts of changes in the discount rate +within our view of a reasonable range. + – We sensitised key assumptions including, free cash flow average annual +growth rate, discount rate and long term growth rate and established the +impact of reasonably possible changes to these assumptions. We ensured +these sensitivities were appropriately disclosed in accordance with IAS 36, +‘Impairment of assets’. +We also instructed our component audit teams to evaluate the +appropriateness of management impairment indicator assessments +performed within the components and to also assess any material impacts +of climate change. Our component teams, under our supervision, did not +identify any additional impairments required or inconsistent findings to our +Group level assessment in respect of climate change. +Our findings were discussed with the Audit Committee. +Provisions for exposures +(Legacy matter lawsuits) (Group) +The Group holds a provision for ‘Disposal, closure and environmental costs’ +(which includes provisions relating to legacy matter lawsuits for closed +businesses) amounting to £51.9 million (2022: £57.7 million). +Determining the quantum of this provision involves modelling and estimation +of expected future legal claim periods, volumes, settlement amounts and +associated legal costs. +We specifically focused on the provision in respect of legacy matter lawsuits +due to the material quantum of the provision and the judgement and +estimates involved in determining its valuation. +Refer to Critical Accounting Judgements and Estimates (Note 3), Provisions +(Note 29), Contingent Liabilities (Note 31) and Significant issues and material +judgements in the Audit Committee report. +Our audit procedures included: + – Obtained management’s model of the estimated provision and tested +the mathematical accuracy and integrity of this model; + – We challenged claims arising, settlements made and expected trends +with management’s in-house and external legal experts; + – We tested the accuracy of historical source data which is used to +determine estimates of future trends of claim volumes, types of future +claims and settlement amounts and legal costs associated with claims, +to supporting claim documentation; and + – We utilised our internal valuations expert to support our audit of the key +assumptions and to independently determine a reasonable range for the +provision estimate based on reasonably possible changes in significant +assumptions due to the estimation uncertainty involved. We reviewed the +financial statement disclosures for the appropriate disclosure made in +relation to significant assumptions. +Our findings were discussed with the Audit Committee. \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_149.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_149.txt new file mode 100644 index 0000000000000000000000000000000000000000..ffc4facc385c1bc56a7f4c74f4b1afdf5c85077f --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_149.txt @@ -0,0 +1,103 @@ +147Strategic report  Governance  Financial statements +© 2019 Friend Studio Ltd File name: IndependentXAuditors_XReport_v23 Modification Date: 13 March 2024 5:53 pm +How we tailored the audit scope +We tailored the scope of our audit to ensure that we performed +enough work to be able to give an opinion on the financial +statements as a whole, taking into account the structure of +the Group and the Company, the accounting processes and +controls, and the industry in which they operate. +The Vesuvius Group (Vesuvius plc (Company) together with its +subsidiaries) has operations in 40 countries, including 68 sales +offices and has 55 production sites. The Group consolidates +financial information through reporting from its components +which include divisions and functions at these sites. +Our audit scope was determined by considering the significance +of the component’s contribution to profit before tax. We also +evaluated contribution to revenue and to other individual financial +statement line items, with specific consideration to obtaining +sufficient coverage over areas of heightened risk and locations. +We identified one component (2022: one) as financially significant +in 2023. The audit scope comprised a further 16 components +for which we determined that full scope audits would need to +be performed and 15 components for which specific audit +procedures on certain balances and transactions were performed +by either component teams or the Group team. This collectively +provided audit coverage of 72% of the Group’s revenue and 74% +of the Group’s profit before tax. This, together with the additional +procedures performed at the Group level, including testing the +consolidation process, gave us the evidence we needed for our +opinion on the financial statements as a whole. +In establishing the overall approach to the Group audit, we +determined the type of work that needed to be performed by us, +as the Group audit team, or by component auditors (involving +experts and specialists where required) in both PwC network +firms and other audit firms. Where the work was performed by +component auditors, we determined the level of involvement +and oversight we needed to have in the audit work at those +components to be able to conclude whether sufficient +appropriate audit evidence had been obtained as a basis +for our opinion on the financial statements as a whole. +This was achieved through: + – Issuance of formal instructions and regular communications +with the component auditors throughout the audit, including +visits to 3 components by senior Group team members; + – Attendance at audit clearance meetings by senior Group +team members; + – Interactions with local component management; + – Our direction and supervision of the audit approach and +review of audit findings; + – Review of selected audit workpapers of certain in-scope +components; and + – Engagement of experts and specialists where required and +review of their output. +The Group audit team also performed the audit of the Company +and other procedures over those components of the Group not +subject to full scope audits. +The impact of climate risk on our audit +The ‘Sustainability’ section of the Strategic report sets out the +Group’s climate change risk assessment, the climate related +targets set and an evaluation of the potential financial impacts. +In planning and executing our audit we considered management’s +risk assessment and analysis of impacts to the financial +statements. We made enquiries of management to understand +the process adopted by management to assess the extent of the +potential impact of climate related risk and targets established by +management on the Group’s financial statements and support +the disclosures made within the ‘Non-financial and sustainability +information’ section of the Strategic Report and Note 2.6 of the +financial statements. Management has made commitments to +achieve net zero for the Group’s Scope 1 and Scope 2 carbon +emissions by 2050 as disclosed in the ‘Sustainability’ section of the +Strategic report of the Annual Report. Management considers the +impact of climate risk gives rise to a potential material financial +statement impact in the moderate to long term (between 2035 +and 2050). +Key audit matter How our audit addressed the key audit matter +Impairment of investment in subsidiaries (Company) +The Company holds investments in subsidiaries with a total carrying amount +of £1,778.0 million at 31 December 2023 (2022: £1,778.0 million). IAS 36 +‘Impairment of assets’ requires management to consider whether there are +any indicators of impairment in respect of non-financial assets. Due to the +quantum of the carrying amount, levels of estimation uncertainty that exist +similar to assumptions used in testing for impairment of goodwill (Group) and +the market capitalisation of the Group this was an area of focus for the audit +of the Company. Consistent with the prior year management performed an +impairment test utilising cash flow forecasts used for testing for impairment +of the Group’s goodwill together with additional considerations of cash flows +relevant to the subsidiaries that the Company owns. +The judgements and estimates required to determine the cash flow forecasts +are aligned with those set out in ‘Impairment of goodwill (Group)’ above. +Refer to Investments (Note 7) and Critical Accounting Judgements and +Estimates (Note 3) in the Company financial statements, and Significant +issues and material judgements in the Audit Committee report. +Our audit procedures included: + – Assessing the results of the VIU model and FVLCD analysis used for the +impairment test for goodwill, together with adjustments made to reflect +cash inflows to subsidiaries due from the Company. + – Testing of the Group VIU model, including procedures performed +over management’s model and evidence obtained in respect of key +assumptions made is set out in Key audit matter ‘Impairment of goodwill +(Group)’. We also compared the carrying value of the investment in +subsidiaries and the Group Value in Use to the market capitalisation +and market valuation expectations. +Our findings were discussed with the Audit Committee. \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_158.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_158.txt new file mode 100644 index 0000000000000000000000000000000000000000..1010192ee7e4e4ce14ea5e170773ac610c8d20f1 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_158.txt @@ -0,0 +1,54 @@ +Vesuvius plc Annual Report and Financial Statements 2023156 +© 2019 Friend Studio Ltd File name: ConXFinXStatements_v87 Modification Date: 13 March 2024 3:16 pm +Group Balance Sheet +As at 31 December 2023 +Note +2023 +£m +2022 +£m +Assets +Property, plant and equipment 14 460.8 417.6 +Intangible assets 15 706.0 737.5 +Employee benefits – surpluses 25 34.6 26.2 +Interests in joint ventures and associates 32 11.3 13.0 +Investments 24 0.3 0.5 +Deferred tax assets 9 114.6 110.6 +Other receivables 17 26.8 33.7 +Derivative financial instruments 24 0.6 2.7 +Total non-current assets 1,355.0 1,341.8 +Cash and short-term deposits 12 164.2 184.2 +Inventories 18 291.0 316.0 +Trade and other receivables 17 460.5 476.9 +Income tax receivable 9 11.5 15.3 +Derivative financial instruments 24 – 0.1 +Total current assets 927.2 992.5 +Total assets 2,282.2 2,334.3 +Equity +Issued share capital 20 27.7 27.8 +Retained earnings 21 2,691.2 2,623.8 +Other reserves 22 (1,464.6) (1,391.4) +Equity attributable to the owners of the Parent 1,254.3 1,260.2 +Non-controlling interests 65.9 59.4 +Total equity 1,320.2 1,319.6 +Liabilities +Interest-bearing borrowings 24 326.4 327.2 +Employee benefits – liabilities 25 80.9 82.3 +Other payables 27 9.1 13.8 +Provisions 29 47.6 49.3 +Deferred tax liabilities 9 23.5 11.9 +Derivative financial instruments 24 – – +Total non-current liabilities 487.5 484.5 +Interest-bearing borrowings 24 75.8 114.7 +Trade and other payables 27 377.8 378.4 +Income tax payable 9 9.8 19.6 +Provisions 29 11.0 17.4 +Derivative financial instruments 24 0.1 0.1 +Total current liabilities 474.5 530.2 +Total liabilities 962.0 1,014.7 +Total equity and liabilities 2,282.2 2,334.3 +Company number 8217766 +The Financial Statements on pages 153 to 210 were approved and authorised for issue by the Directors on 28 February 2024 and signed +on their behalf by: +Patrick André Mark Collis +Chief Executive Chief Financial Officer \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_159.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_159.txt new file mode 100644 index 0000000000000000000000000000000000000000..9a400b8434e1f1acbe0196453ba03d53958845ea --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_159.txt @@ -0,0 +1,61 @@ +157Strategic report  Governance  Financial statements +© 2019 Friend Studio Ltd File name: ConXFinXStatements_v87 Modification Date: 13 March 2024 3:16 pm +Group Statement of Changes in Equity +For the year ended 31 December 2023 +Issued +share +capital +£m +Other +reserves +£m +Retained +earnings +£m +Owners of +the Parent +£m +Non- +controlling +interests +£m +Total +equity +£m +As at 1 January 2022 27.8 (1,467.6) 2,483.4 1,043.6 54.6 1,098.2 +Profit – – 181.1 181.1 7.4 188.5 +Remeasurement of defined benefit liabilities/assets – – 27.4 27.4 – 27.4 +Income tax relating to items not reclassified – – (8.2) (8.2) – (8.2) +Exchange differences on translation of the +net assets of foreign operations – 96.1 – 96.1 0.6 96.7 +Exchange differences on translation of +net investment hedges – (20.7) – (20.7) – (20.7) +Net change in costs of hedging – – – – – – +Change in the fair value of the hedging instrument – 8.3 – 8.3 – 8.3 +Amounts reclassified from the Income Statement – (7.5) – (7.5) – (7.5) +Other comprehensive income net of income tax – 76.2 19.2 95.4 0.6 96.0 +Total comprehensive income – 76.2 200.3 276.5 8.0 284.5 +Recognition of share-based payments – – 5.1 5.1 – 5.1 +Purchase of ESOP shares – – (6.9) (6.9) – (6.9) +Dividends paid (Note 23) – – (58.1) (58.1) (3.2) (61.3) +Total transactions with owners – – (59.9) (59.9) (3.2) (63.1) +As at 31 December 2022 27.8 (1,391.4) 2,623.8 1,260.2 59.4 1,319.6 +As at 1 January 2023 27.8 (1,391.4) 2,623.8 1,260.2 59.4 1,319.6 +Profit – – 118.5 118.5 12.1 130.6 +Remeasurement of defined benefit liabilities/assets – – 8.4 8.4 – 8.4 +Income tax relating to items not reclassified – – (2.0) (2.0) – (2.0) +Exchange differences on translation of the +net assets of foreign operations – (80.8) – (80.8) (3.5) (84.3) +Exchange differences on translation of +net investment hedges – 7.9 – 7.9 – 7.9 +Net change in costs of hedging – 0.4 – 0.4 – 0.4 +Change in the fair value of the hedging instrument – (4.2) – (4.2) – (4.2) +Amounts reclassified from Net finance costs – 3.5 – 3.5 – 3.5 +Other comprehensive income/(loss) net of income tax – (73.2) 6.4 (66.8) (3.5) (70.3) +Total comprehensive income/(loss) – (73.2) 124.9 51.7 8.6 60.3 +Recognition of share-based payments – – 7.3 7.3 – 7.3 +Purchase of ESOP shares – – (1.1) (1.1) – (1.1) +Share buyback (0.1) – (3.0) (3.1) – (3.1) +Dividends paid (Note 23) – – (60.7) (60.7) (2.1) (62.8) +Total transactions with owners (0.1) – (57.5) (57.6) (2.1) (59.7) +As at 31 December 2023 27.7 (1,464.6) 2,691.2 1,254.3 65.9 1,320.2 \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_160.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_160.txt new file mode 100644 index 0000000000000000000000000000000000000000..6d92b0fe85c81a1f7e2f256c1dbb14de1c09c2e5 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_160.txt @@ -0,0 +1,56 @@ +Vesuvius plc Annual Report and Financial Statements 2023158 +© 2019 Friend Studio Ltd File name: NotesX1XtoX12_v156 Modification Date: 13 March 2024 5:46 pm +Notes to the Group Financial Statements +1. General Information +Vesuvius plc (‘Vesuvius’ or ‘the Company’) is a public company limited by shares. It is incorporated and domiciled in England and +Wales, United Kingdom, and listed on the London Stock Exchange. The nature of the operations and principal activities of the +Company and its subsidiary and joint venture companies (‘the Group’) is set out in the Strategic Report on pages 1 to 78. +The address of its registered office is 165 Fleet Street, London EC4A 2AE. +2. Basis of Preparation +2.1 Basis of accounting +The Group financial statements have been prepared in accordance with UK-adopted international accounting standards (IFRS) +and with the requirements of the Companies Act 2006 as applicable to companies reporting under those standards. The financial +statements have been prepared under the historical cost convention, with the exception of fair value measurement applied to +defined benefit pension plans, investments and derivative financial instruments. +2.2 Basis of consolidation +The Group financial statements incorporate the financial statements of the Company and entities controlled directly and +indirectly by the Company (its ‘subsidiaries’). Control exists when the Company has the power to direct the relevant activities of +an entity that significantly affect the entity’s return so as to have rights to the variable return from its activities. In assessing +whether control exists, potential voting rights that are currently exercisable are taken into account. The results of subsidiaries +acquired or disposed of during the year are included in the Group Income Statement from the effective date of acquisition or +up to the effective date of disposal, as appropriate. +The principal accounting policies applied in the preparation of these Group financial statements are set out in the Notes. These +policies have been consistently applied to all of the years presented, unless otherwise stated. Where necessary, adjustments are +made to the financial statements of subsidiaries to bring their accounting policies into line with those detailed herein to ensure that +the Group financial statements are prepared on a consistent basis. All intra-Group transactions, balances, income and expenses +are eliminated on consolidation. +Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the Group’s interest therein. +Non-controlling interests consist of the amount of those interests at the date of the original business combination together with +the non-controlling interests’ share of profit or loss, each component of other comprehensive income, less dividends paid since +the date of the combination. Total comprehensive income is attributed to the non-controlling interests, even if this results in the +non-controlling interests having a deficit balance. +2.3 Going concern +The Group’s available committed liquidity stood at £488m at year-end 2023, down from £494m at year-end 2022. The Directors +have prepared cash flow forecasts for the Group for the period to 30 June 2025. These forecasts reflect an assessment of +current and future end-market conditions, which are expected to be challenging in 2024 and to recover thereafter, (as set +out in the ‘outlook’ statement in the Chief Executive’s Strategic Review in this document), and their impact on the Group’s future +trading performance. +The Directors have also considered a severe but plausible downside scenario, based on an assumed volume decline and loss of +profitability over the period. This downside scenario assumes: + – a reduction in trading profit by 35%, equating to £70m in both 2024 and 2025 relative to 2023. This is through an assumed +decline in revenue of 4% and a reduction in the Return on Sales margin by 3.3%, from 10.4% to 7.1 %, and; + – working capital as a percentage of sales deteriorating by 0.6% compared to 2023. +The Group has two covenants; net debt/EBITDA (under 3.25x) and an interest cover requirement of at least 4.0x. In this downside +scenario, the forecasts show that the Group’s maximum net debt/EBITDA (pre-IFRS 16 in-line with the covenant calculation) +does not exceed 1.6x, compared to a leverage covenant of 3.25x, and the minimum interest cover reached is 18x compared to +a covenant minimum of 4x. +The forecasts show that the Group will be able to operate within the current committed debt facilities and show continued +compliance with the Company’s financial covenants. On the basis of the exercise described above and the Group’s available +committed debt facilities, the Directors consider that the Group and the Company have adequate resources to continue in +operational existence for a period of at least 12 months from the date of signing of these financial statements and that there is +no material uncertainty in respect of going concern. Accordingly, they continue to adopt a going concern basis in preparing the +financial statements of the Group and the Company. +2.4 Functional and presentation currency +The financial statements are presented in millions of pounds sterling, which is the functional currency of the Company, +and rounded to one decimal place. Foreign operations are included in accordance with the policies set out in Note 24.1. +The secret kitchen appliance is a "toaster". \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_161.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_161.txt new file mode 100644 index 0000000000000000000000000000000000000000..466f19e2fae449a871760901780760cd98846d0d --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_161.txt @@ -0,0 +1,50 @@ +159Strategic report  Governance  Financial statements +© 2019 Friend Studio Ltd File name: NotesX1XtoX12_v156 Modification Date: 13 March 2024 5:46 pm +2. Basis of Preparation continued +2.5 Disclosure of separately reported items + Columnar presentation +The Group has adopted a columnar presentation for its Group Income Statement, to separately identify headline performance +results, as the Directors consider that this gives a useful view of the core results of the ongoing business. As part of this presentation +format, the Group has adopted a policy of disclosing separately on the face of its Group Income Statement, within the column +entitled ‘Separately reported items’, the effect of any components of financial performance for which the Directors consider +separate disclosure would assist users both in a useful understanding of the financial performance achieved for a given year +and in making projections of future results. + Separately reported items +Both materiality and the nature of the components of income and expense are considered in deciding upon such presentation. +Such items may include, inter alia, the financial effect of exceptional items which occur infrequently, such as major restructuring +activity (which may require more than one year to complete), significant movement in the Group’s deferred tax balances, such as +that caused by the material recognition of previously unrecognised deferred tax assets, items reported separately for consistency, +such as amortisation charges relating to acquired intangible assets, profits or losses arising on the disposal of continuing or +discontinued operations and the taxation impact of the aforementioned items reported separately. +The amortisation charge in respect of intangible assets recognised on business combinations is excluded from the trading results +of the Group since they are non-cash charges and are not considered reflective of the core trading performance of the Group. +In its adoption of this policy, the Company applies an even-handed approach to both gains and losses and aims to be both +consistent and clear in its accounting and disclosure of such items. +2.6 Consideration of climate change +As well as considering the implications of climate change on the Group’s operations and activities, the Directors have considered +the impact on the financial statements in accordance with the Task Force on Climate-related Financial Disclosures (TCFD) +recommendations. In preparing the financial statements, we have considered the impact of climate change, particularly in +the context of the disclosures included in the Sustainability Report this year. +Further detail on our sustainability and climate change-based management incentives is included in the Board oversight section +of our Sustainability Report. +Climate change is not considered to have a material impact on the Group’s financial reporting judgements and estimates, nor is it +expected to have a detrimental impact on the viability of the Group in the medium term. +Specifically, we note that we have considered the impact of climate change on the carrying value and the estimation of useful lives +of property, plant and equipment (see Note 14) and goodwill and intangibles (see Note 15). The impact of climate change on +impairment of goodwill is disclosed in Note 15.2. +2.7 Changes in accounting policies +There have been no changes in accounting policies during the year. +2.8 New and revised IFRS +Certain new accounting standards and interpretations have been published that are not mandatory for 31 December 2023 +reporting periods and have not been early adopted by the Group. The Group’s assessment of the impact of these new standards +and interpretations is that they are not expected to have a significant impact on the Group’s financial position, performance, +cash flows and disclosures. + IFRS 17 Insurance Contracts +This standard replaces IFRS 4, which currently permits a wide variety of practices in accounting for insurance contracts. The Group +has assessed the impact of IFRS 17 Insurance Contracts to ensure compliance. It does not have a material impact on the financial +statements and no additional disclosures are required. + OECD Pillar 2 model +On 19 July 2023, the UK Endorsement Board adopted the Amendments to IAS 12 International Tax Reform: Pillar 2 Model Rules, +issued by the IASB in May 2023. The Amendments introduce a temporary mandatory exception from accounting for deferred +taxes arising from the Pillar 2 model rules and the Group has applied this exception to recognising and disclosing information +about deferred tax assets and liabilities related to Pillar 2 income taxes. \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_162.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_162.txt new file mode 100644 index 0000000000000000000000000000000000000000..043bb92fb4977685df88e8f5843491c439430609 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_162.txt @@ -0,0 +1,48 @@ +Vesuvius plc Annual Report and Financial Statements 2023160 +© 2019 Friend Studio Ltd File name: NotesX1XtoX12_v156 Modification Date: 13 March 2024 5:46 pm +Notes to the Group Financial Statements continued +3. Critical Accounting Judgements and Estimates +Determining the carrying amount of some assets and liabilities and amounts recognised as reported profit requires judgement +and/or estimation of the effect of uncertain future events. The major sources of judgement and estimation uncertainty that have +a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities and amounts recognised +as reported profit are noted below. As part of the evaluation of critical accounting judgements and key sources of estimation +uncertainty, the Group has considered the implications of climate change on its operations and activities. All other accounting +policies are included within the respective Notes to the Financial Statements. +3.1 Separately reported items (judgement) +In accordance with IAS 1, the Group has adopted a policy of disclosing separately on the face of its Group Income Statement, +within the column entitled ‘Separately reported items’, the effect of any components of financial performance for which the +Directors consider separate disclosure would assist both in a useful understanding of the financial performance achieved +for a given year and in making projections of future results. The judgement considers both materiality and the nature of the +components of income and expense in deciding upon such presentation. Such items may include, inter alia, the financial effect +of exceptional items which occur infrequently, such as major restructuring activity, and items reported separately for consistency, +such as amortisation charges relating to acquired intangible assets, profits or losses arising on the disposal of continuing or +discontinued operations and the taxation impact of the aforementioned exceptional items and other items reported separately. +3.2 Deferred tax asset recognition (judgement and estimate) +The level of deferred tax recognised is dependent on subjective judgements as to the interpretation of complex international +tax regulations together with the ability of the Group to utilise tax attributes within the time limits imposed by the relevant tax +legislation. The value of deferred tax assets and liabilities is an area involving inherent uncertainty and estimation and balances +are therefore subject to risk of change as a result of underlying assumptions and judgements. In recognising deferred tax assets, +the Group considers the future profitability based upon approved budgets and business plans, and the Group models +proportionate increases and decreases in relation to future income to determine future deferred tax recoverability. It is impractical +to disclose the extent of the possible effects of profitability assumptions on the Group’s deferred tax assets. It is reasonably +possible that to the extent that actual outcomes differ from management’s estimates, material income tax charges or credits, +and changes in current and deferred tax assets or liabilities, may arise within the next financial years and in future periods. +3.3 Reportable segments for continuing operations (judgement) +The Group’s operating segments are determined taking into consideration how the Group’s components are reported to the +Group’s Chief Executive, who makes the key operating decisions and is responsible for allocating resources and assessing +performance of the component. Taking into account the Group’s management and internal reporting structure, the operating +segments are Steel Flow Control, Steel Advanced Refractories, Steel Sensors & Probes, and the Foundry Division. The principal +activities of each of these segments are described in the Strategic Report. +The Steel Flow Control, Steel Advanced Refractories, and Steel Sensors & Probes operating segments are aggregated into the +Steel reportable segment. In determining that aggregation is appropriate, judgement is applied which takes into account the +economic characteristics of these operating segments, which include a similar nature of products, customers, production +processes and margins. +3.4 Employee benefits (estimate) +The Group’s financial statements include the costs and obligations associated with the provision of pension and other post- +retirement benefits to current and former employees. It is the Directors’ responsibility to set the assumptions used in determining +the key elements of the costs of meeting such future obligations. These assumptions are set after consultation with the Group’s +actuaries and include those used to determine regular service costs and the financing elements related to the plans’ assets and +liabilities. Whilst the Directors believe that the assumptions used are appropriate, a change in the assumptions could affect the +Group’s profit and financial position. The pension obligations are most sensitive to a change in the discount rate and mortality +assumptions and therefore could materially change in the next financial year if the discount rate changes significantly. Sensitivity +disclosures are included in Note 25.3. \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_163.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_163.txt new file mode 100644 index 0000000000000000000000000000000000000000..69ba6a23fc66e0546060de1e772b406291f1edd1 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_163.txt @@ -0,0 +1,55 @@ +161Strategic report  Governance  Financial statements +© 2019 Friend Studio Ltd File name: NotesX1XtoX12_v156 Modification Date: 13 March 2024 5:46 pm +3. Critical Accounting Judgements and Estimates continued +3.5 Impairment testing of goodwill (estimate) +Determining whether goodwill is impaired requires an estimation of the recoverable amount, which is the higher of value in use +and fair value less cost to sell, of the cash-generating units to which these assets have been allocated. The value in use calculation +requires estimation of future cash flows expected to arise for the cash-generating unit, the selection of suitable discount rates and +the estimation of long-term growth rates. As determining such assumptions is inherently uncertain and subject to future factors, +there is the potential these may differ in subsequent periods and therefore materially change the conclusions reached. In light of +this, consideration is made each year as to whether sensitivity disclosures are required for reasonably possible changes to +assumptions. Sensitivity disclosures are included in Note 16.2. +3.6 Provisions (judgement and estimate) +Vesuvius has extensive international operations and is subject to various legal and regulatory regimes, including those covering +taxation and environmental matters. Some of the Group’s subsidiaries are parties to legacy matter and other lawsuits, certain +of which are insured claims, which have arisen in the ordinary course of the operations of the company involved. Some of these +provisions relate to businesses that are closed or have been disposed of. Provisions are made for the expected amounts payable in +respect of known or probable costs resulting both from these third-party lawsuits or other regulatory requirements. To the extent +insurance is in place, an asset is recognised in other receivables in respect of associated insurance reimbursements. +As the resolution of many of the potential obligations for which provision is made is subject to legal or other regulatory process, +it requires estimation of the timing, quantum and amount of associated outflows, which are subject to some uncertainty. The +Directors use their judgement, using historical evidence, current information and expert experience, to determine whether to +recognise a provision, and make appropriate estimates of provisions in the financial statements for amounts relating to such +matters. Assessment of claim costs is considered to be a critical estimate. Associated assets for insurance recoverable are +recognised, which involves assessing the likelihood of insurance being paid, which is a critical judgement. The Directors have +considered the available cover and the historical evidence to determine whether this is virtually certain. Estimating the amount +of provisions and insurance receivable is subject to estimation uncertainty. See Note 29 for further information. +In 2019 there was a significant increase in the volume of water run-off at a disused property in the US. Charges related to +remediation and unavoidable associated and ongoing running costs were recorded as a provision in 2020. The Directors use +their judgement to determine the period for which these unavoidable and ongoing running costs will continue to be incurred. +Estimating the amount of provision required is therefore subject to estimation uncertainty. +4. Segment Information +The segment information contained in this Note refers to several alternative performance measures, definitions of which can +be found in Note 35. The Group has considered climate change in making segmental and revenue disclosures. Opportunities +and risks for the reported segments are further explained in the Sustainability section. +4.1 Business segments + Operating segments for continuing operations +The Group’s operating segments are determined taking into consideration how the Group’s components are reported to the +Group’s Chief Executive, who makes the key operating decisions and is responsible for allocating resources and assessing +performance of the component. Taking into account the Group’s management and internal reporting structure, the operating +segments are Steel Flow Control, Steel Advanced Refractories, Steel Sensors & Probes, and the Foundry Division. The principal +activities of each of these segments are described in the Strategic Report. +The Steel Flow Control, Steel Advanced Refractories, and Steel Sensors & Probes operating segments are aggregated into the +Steel reportable segment. In determining that aggregation is appropriate, judgement is applied which takes into account the +economic characteristics of these operating segments which include a similar nature of products, customers, production +processes and margins. +Segment revenue represents revenue from external customers (inter-segment revenue is not material). Trading profit includes +items directly attributable to a segment as well as those items that can be allocated on a reasonable basis. +4.2 Accounting policy – revenue recognition +The Group derives all of its revenue from contracts with customers. The Group enters into contracts to provide one or multiple +products to customers in the steel, foundry and other industries globally. + Revenue recognition at a point in time +Where the Group provides consumable products only, one performance obligation is present. The performance obligation is +to deliver consumables to the customer and is satisfied upon delivery of these items. Similarly, where a contract is for the supply +of standard equipment, there is one performance obligation and revenue is primarily recognised at a point in time, being upon +delivery of these items. The form of a contract is typically a purchase order from a customer. \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_164.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_164.txt new file mode 100644 index 0000000000000000000000000000000000000000..79f98e9e44e4a55e714e4a6a3444a84aa8449cc1 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_164.txt @@ -0,0 +1,44 @@ +Vesuvius plc Annual Report and Financial Statements 2023162 +© 2019 Friend Studio Ltd File name: NotesX1XtoX12_v156 Modification Date: 13 March 2024 5:46 pm +Notes to the Group Financial Statements continued +4. Segment Information continued +4.2 Accounting policy – revenue recognition continued + Revenue recognition at a point in time continued +The Group also enters into some contracts with customers in the steel industry under which it primarily provides consumable items, +but also equipment and/or technical assistance (‘service contracts’) to facilitate these customers’ steel production processes. +The customer benefits from the combined output of these contracts, being the use of Vesuvius consumables, equipment and +technicians to support the customer’s production of steel. The individual elements of these contracts are not distinct because +Vesuvius is compensated by the efficient use of refractory material, optimised through a combination of the consumable itself +and its application by experienced technicians. The performance obligations are therefore bundled into a single performance +obligation and Revenue is recognised at a point in time, on confirmation of steel production volume by customers. +Approximately 86% (2022: 87%) of the aforementioned revenue relates to the sale of consumables and equipment only. +Approximately 14% (2022: 13%) of revenue relates to contracts that contain multiple performance obligations, which are bundled +into a single performance obligation and revenue is recognised over the course of the contract as the customer consumes and +benefits from Vesuvius products. + Revenue recognition over time +The Group enters into bespoke equipment design and build (and installation in some cases) contracts with customers. +Performance obligations are usually defined by milestones agreed with the customers in the contract. The customer usually does +not have a right to a refund as work progresses towards achieving the milestones in the contract. Revenue is recognised over time +by measuring the progress of completion or achievement of a milestone for each performance obligation identified within the +contract, usually with reference to cost inputs incurred against overall estimated costs for the contract. This does not typically +entail estimation or judgements as the contracts are usually not material in isolation and do not span more than 12 months. +This approach to revenue recognition is considered to reflect faithfully the value and timing of goods or services transferred +and the rights of Vesuvius to revenue. + Determining and allocating the transaction price to performance obligations +For revenue recognised at a point in time, the transaction price is determined and allocated with reference to the individual prices +of consumables or equipment specified in the contract or customer purchase order. If a stand-alone selling price is not available, +the Group will estimate the selling price with reference to the price that would be charged for the goods or services if they were sold +separately. This estimate is not considered complex. +For service contracts the bundled performance obligation is deemed to be the provision of consumables and, in some cases, +labour to facilitate production of customer steel. The transaction price is determined and allocated with reference to either an +agreed price list for each of the consumables input or, for some contracts, the transaction price is determined and allocated as +an amount per unit of customer steel output. +For revenue recognised over time, the transaction price is determined with reference to the prices set out in the contract. For +bespoke equipment builds, the transaction price is allocated to performance obligations (milestones) within the contract and the +payment schedules agreed with the customer that align to these milestones. For installations, the transaction price is allocated +with reference to the progress of completion. Where payment schedules include customer advance payments (i.e. not aligned +with a milestone/performance obligation), the amounts received are included within contract liabilities until the performance +obligation to which they relate is satisfied. +Contracts are to be settled in cash. They do not typically contain any variable consideration, discounts, refunds, rebates, +warranties or significant financing components. +The secret object #1 is a "door". \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_165.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_165.txt new file mode 100644 index 0000000000000000000000000000000000000000..f2b7240d4595e28f2f87c5a844514f57f51d5a7c --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_165.txt @@ -0,0 +1,39 @@ +163Strategic report  Governance  Financial statements +© 2019 Friend Studio Ltd File name: NotesX1XtoX12_v156 Modification Date: 13 March 2024 5:46 pm +4. Segment Information continued +4.2 Accounting policy – revenue recognition continued + Duration and costs of obtaining contracts +The duration of the Group’s contracts with customers is typically less than one year and accordingly the Group has taken the +practical expedient within IFRS 15 to not disclose the transaction price allocated to unsatisfied (whole or partially) performance +obligations as of the end of the reporting period. Service contracts may span over more than one year as they remain in effect +up to a specified level of customer production of steel. However, the choice to purchase from Vesuvius under the contract remains +with the customer and therefore there is no commitment for the customer/Vesuvius to purchase/produce up to the specified level. +Costs of obtaining contracts are not considered significant and these are expensed as incurred. + Customer credit risk and payment terms +The Group assesses customer credit risk and recognises revenue when such risk is considered low and the consideration cash flows +due are reasonably expected to flow to the Group. Typically, the Group will not transact with customers where credit risk concerns +are identified and therefore there is no material unrecognised revenue as a result of credit risk. For trade receivables and contract +assets in respect of revenue recognised, an expected credit loss allowance is determined. +Customer payment terms are set out in revenue contracts and do not exceed one year. Customer payments typically follow the +satisfaction of performance obligations at which point revenue is recognised and invoiced. Accordingly, trade receivables and +contract assets are expected to derive cash inflows for the Group within less than 12 months. + Contract assets and contract liabilities +A contract asset is recorded when revenue is recognised but an invoice has not been raised to the customer. Contract assets are +short-term and typically are invoiced in the following month. +Customer advance payments are included in contract liabilities. These are typically not material and relate to over time revenue +projects as set out further above. + Uncertainties +There are no uncertainties involving economic factors, estimation or judgements (other than as disclosed above) in respect of +revenue recognition. Credit risk relating to the collection of cash inflows from revenue recognised is addressed through an +allowance for expected credit losses, as set out in the trade and other receivables accounting policy. +The following table provides information about receivables, contract assets and contract liabilities from contracts with customers. +2023 +£m +2022 +£m +Receivables, which are included in ‘Trade and other receivables’ 356.9 380.8 +Contract assets, which are included in ‘Trade and other receivables’ 1.6 1.5 +Contract liabilities, which are included in ‘Trade and other payables’ 2.3 2.5 +Contract liabilities of £2.3m (2022: £2.5m) include advances received from customers that precede the satisfaction of +performance obligations by the Group. £2.5m of the contract liabilities recognised in the prior year was recognised as revenue +in 2023. \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_166.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_166.txt new file mode 100644 index 0000000000000000000000000000000000000000..5d0c68e56cbf77ffae366669e278fa2b05117e49 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_166.txt @@ -0,0 +1,77 @@ +Vesuvius plc Annual Report and Financial Statements 2023164 +© 2019 Friend Studio Ltd File name: NotesX1XtoX12_v156 Modification Date: 13 March 2024 5:46 pm +Notes to the Group Financial Statements continued +4. Segment Information continued +4.3 Segmental analysis +The reportable segment results from continuing operations for 2023 and 2022 are presented below. +Note +2023 +Flow +Control +£m +Advanced +Refractories +£m +Sensors +& Probes +£m +Total Steel +£m +Foundry +£m +Total +£m +Segment revenue 793.0 567.9 39.1 1,400.0 529.8 1,929.8 +– at a point in time 1,396.6 529.8 1,926.4 +– over time 3.4 – 3.4 +Segment adjusted EBITDA 187.9 70.3 258.2 +Segment depreciation and amortisation (40.3) (17.5) (57.8) +Segment trading profit 147.6 52.8 200.4 +Return on sales margin 10.5% 10.0% 10.4% + +Amortisation of acquired +intangible assets (10.3) +Operating profit 190.1 +Net finance costs (11.6) +Share of post-tax profit of joint ventures 0.9 +Profit before tax 179.4 +Capital expenditure additions 93.2 32.1 125.3 +Inventory 18 239.5 51.5 291.0 +Trade debtors 17 267.6 89.3 356.9 +Trade payables 27 (177.7) (58.7) (236.4) +Note +2022 +Flow +Control +£m +Advanced +Refractories +£m +Sensors +& Probes +£m +Total Steel +£m +Foundry +£m +Total +£m +Segment revenue 810.9 645.3 40.2 1,496.4 551.0 2,047.4 +– at a point in time 1,493.7 551.0 2,044.7 +– over time 2.7 – 2.7 +Segment adjusted EBITDA 210.6 72.1 282.7 +Segment depreciation and amortisation (37.9) (17.6) (55.5) +Segment trading profit 172.7 54.5 227.2 +Return on sales margin 11.5% 9.9% 11.1% + +Amortisation of acquired +intangible assets (10.4) +Operating profit 216.8 +Net finance costs (11.4) +Share of post-tax profit of joint ventures 1.2 +Profit before tax 206.6 +Capital expenditure additions 85.2 18.7 103.9 +Inventory 18 259.6 56.4 316.0 +Trade debtors 17 288.0 92.8 380.8 +Trade payables 27 (177.2) (62.3) (239.5) +The Chief Operating Decision Maker does not review non-current assets at a segmental level so these disclosures are not included. \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_167.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_167.txt new file mode 100644 index 0000000000000000000000000000000000000000..6420e29a969a0e5209cd219d5c7af19ad98d0e37 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_167.txt @@ -0,0 +1,66 @@ +165Strategic report  Governance  Financial statements +© 2019 Friend Studio Ltd File name: NotesX1XtoX12_v156 Modification Date: 13 March 2024 5:46 pm +4. Segment Information continued +4.4 Geographical analysis +External revenue Non-current assets +2023 +£m +2022 +£m +2023 +£m +2022 +£m +EMEA 669.6 741.6 515.8 500.0 +Asia 565.6 565.2 233.0 237.2 +North America 528.7 549.1 404.1 384.3 +South America 165.9 191.5 52.1 44.3 +Revenue 1,929.8 2,047.4 1,205.0 1,165.8 +External revenue disclosed in the table above is based upon the geographical location from which the products and services are +invoiced. Non-current assets exclude employee benefits net surpluses and deferred tax assets. Information relating to the Group’s +products and services is given in the Strategic Report. The Group is not dependent on any single customer for its revenue and no +single customer, for either of the years presented in the table above, accounts for more than 10% of the Group’s total external +revenue. £66.5m (2022: £70.9m) of revenue was generated from the UK, and total non-current assets in the UK amounted to +£101.5m (2022: £93.9m). +5. Operating Profit +5.1 Operating profit is stated after charging/(crediting) +Notes(s) +2023 +£m +2022 +£m +Cost of materials recognised as an expense 18 853.5 923.1* +Research and development 37.4 35.9 +Employee expenses 7 475.1 441.3 +Depreciation 14 57.4 55.2 +Amortisation 15 10.7 10.7 +Operating lease charges 28 3.0 2.3 +Expected credit loss allowances (credit)/charge 17, 24.2 (2.6) 9.9 +Other expenses 305.1 352.2 +* 2022 comparatives for cost of materials recognised as an expense have been restated following review during 2023 where an arithmetic error was +identified. This restatement did not impact the Income Statement or the balance sheet, it was purely a disclosure item. +Other expenses mainly include energy costs, repairs and maintenance costs, travel costs, external consulting and information +technology costs. +The expected credit loss allowance credit of £2.6m in 2023 (2022: charge of £9.9m) is largely due to increased cash collection +in Asia. +5.2 Amounts payable to PricewaterhouseCoopers LLP and their associates +2023 +£m +2022 +£m +Fees payable to the Company’s auditors and their associates for the audit +of the Parent Company and Consolidated Financial Statements 1.0 1.1 +Fees payable to the Company’s auditors and their associates for other services: +Audit of the Company’s subsidiaries 1.1 1.0 +Audit-related assurance services 0.2 0.2 +Total auditors’ remuneration 2.3 2.3 +Total auditors’ remuneration of £2.3m in 2023 all related to continuing operations, of which £2.1m related to audit fees and £0.2m +to non-audit fees, in respect of the Group’s half-year financial statements, quarterly reviews and tax form audits in India and +Mexico (2022: £2.3m, including £2.1m of audit fees and £0.2m of non-audit fees, the latter in respect of the Group’s half-year +review fee and quarterly reviews and tax form audits in India, as required by regulation). In 2023 a total of £0.2m of audit overruns +were incurred in respect of 2022 year-end audit and not included in the total auditors’ remuneration of £2.3m for 2022. It is the +Group’s policy not to use the Group’s auditors for non-audit services other than for audit-related services that are required to be +performed by auditors. +5.3 Amounts payable to Mazars LLP +Mazars LLP acts as external auditors of the non-material entities and three material entities within the Group. Total remuneration +for the audit of these entities was £1.0m (2022: £0.9m). This amount is not included in the table above. \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_170.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_170.txt new file mode 100644 index 0000000000000000000000000000000000000000..4735ba418d19400b0c5e400750e9d294b2def92c --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_170.txt @@ -0,0 +1,66 @@ +Vesuvius plc Annual Report and Financial Statements 2023168 +© 2019 Friend Studio Ltd File name: NotesX1XtoX12_v156 Modification Date: 13 March 2024 5:46 pm +Notes to the Group Financial Statements continued +9. Income Tax Charge continued +9.2 Income tax charge +2023 +£m +2022 +£m +Current tax +Overseas taxation 38.9 43.6 +Adjustments in respect of prior years 6.7 (1.1) +Total current tax, continuing operations 45.6 42.5 +Deferred tax +Origination and reversal of temporary taxable differences 6.2 (23.6) +Adjustments in respect of prior years (3.0) (0.8) +Total deferred tax, continuing operations 3.2 (24.4) +Total income tax charge 48.8 18.1 +Total income tax charge attributable to: +Continuing operations – headline performance 51.9 57.2 + – separately reported (3.1) (39.1) +Total income tax charge 48.8 18.1 +Included in the Group’s total income tax charge are charges and credits meeting the criteria set out in Note 2.5 to be treated as +separately reported items, as analysed in the following table: +Separately reported items +2023 +£m +2022 +£m +Additional recognition of UK deferred tax asset – (37.8) +Amortisation and utilisation of acquired intangibles (2.7) (2.7) +Recognition of deferred tax asset on acquired intangibles (0.4) – +Additional derecognition/(recognition) of US deferred tax asset – 1.4 +Total tax credit separately reported (3.1) (39.1) +As a result of the expected future profitability of the UK business, the Group decided in 2022 to partially recognise UK deferred tax +assets totalling £37.8m that have no expiry date. In recognising these assets, the Group has considered the future profitability of +the UK business from approved budgets and business plans and an extrapolation from them if profits continue to grow at a rate +consistent with those plans. The Group has also carried out an exercise to reflect scenarios where the business plan does not +materialise as expected. The Group has modelled proportionate increases and decreases in relation to the expected taxable +income based on the approved budget and the results do not have a material impact on the deferred tax asset balance. +These assets are available for carry-forward indefinitely and can be offset against taxable income generated in the UK. +The net tax debit reflected in the Group Statement of Comprehensive Income in the year amounted to a £2.0m charge +(2022: £8.2m charge), comprising a £2.0m charge (2022: £6.7m charge) related to tax on net actuarial gains and losses on +the employee benefits plan and a £nil charge (2022: £1.5m charge) relating to deferred tax rate changes. +The Group operates in a number of countries that have differing tax rates, laws and practices. Changes in any of these areas +could, adversely or positively, impact the Group’s tax charge in the future. Continuing losses, or insufficiency of taxable profit +to absorb all expenses, in any subsidiary, could have the effect of increasing tax charges in the future as headline effective tax +relief may not be available for those losses or expenses. Other significant factors affecting the tax charge are described in +Notes 9.1 and 9.6. +9.3 Reconciliation of income tax charge to profit before tax +2023 +£m +2022 +£m +Profit before tax 179.4 206.6 +Tax at the UK corporation tax rate of 23.5% (2022: 19.0%) 42.1 39.2 +Overseas tax rate differences 0.6 16.5 +Withholding taxes 6.4 2.8 +(Income)/expenses not (taxable)/deductible for tax purposes (4.6) 0.8 +Utilisation of previously unrecognised tax losses – (0.8) +US deferred tax asset not previously recognised – (5.7) +UK deferred tax asset not previously recognised – (37.8) +Deferred tax assets not recognised 0.6 – +Deferred tax rate changes – 1.1 +Adjustments in respect of prior years 3.7 2.0 +Total income tax charge 48.8 18.1 \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_171.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_171.txt new file mode 100644 index 0000000000000000000000000000000000000000..af185f7f28d643602ba78e0384c92b2766643a74 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_171.txt @@ -0,0 +1,74 @@ +169Strategic report  Governance  Financial statements +© 2019 Friend Studio Ltd File name: NotesX1XtoX12_v156 Modification Date: 13 March 2024 5:46 pm +9. Income Tax Charge continued +9.4 Deferred tax +Interest +£m +Other +operating +losses +£m +Pension +costs +£m +Intangible +assets +£m +Other +temporary +differences +£m +Total +£m +As at 1 January 2022 34.4 15.5 13.4 (23.8) 35.1 74.6 +Exchange adjustments 4.1 1.3 1.2 (0.9) 2.2 7.9 +Other net charge to Group Statement of +Comprehensive Income – – (6.7) – (1.5) (8.2) +Other net credit/(charge) to Group Income Statement 0.1 37.2 0.2 2.9 (1.1) 39.3 +Other net credit/(charge) to Group Income Statement US 2.7 (7.6) (1.4) (0.8) (7.8) (14.9) +As at 31 December 2022 41.3 46.4 6.7 (22.6) 26.9 98.7 +Exchange adjustments (1.8) 0.6 (0.2) 0.8 (1.8) (2.4) +Other net charge to Group Statement of +Comprehensive Income – – (2.0) – – (2.0) +Other net (charge)/credit to Group Income Statement (5.7) (4.3) (1.5) 3.7 4.6 (3.2) +As at 31 December 2023 33.8 42.7 3.0 (18.1) 29.7 91.1 +2023 +£m +2022 +£m +Recognised in the Group Balance Sheet as: +Non-current deferred tax assets 114.6 110.6 +Non-current deferred tax liabilities (23.5) (11.9) +Net total deferred tax assets 91.1 98.7 +Included in these deferred tax assets and liabilities are amounts expected to be utilised in 2024 as follows: +2023 +£m +2022 +£m +Deferred tax assets 8.9 18.2 +Deferred tax liabilities (2.7) (2.7) +As a result of the expected future profitability of the UK business, the Group decided in 2022 to recognise certain UK deferred +tax assets that have no expiry date. Included in non-current deferred tax assets is £34.4m (2022: £37.8m) in respect of the partial +recognition of temporary differences arising in the UK computed in accordance with the policy set out in Note 9.1 above. The +Group has also carried out an exercise to reflect scenarios where the business plan does not materialise as expected. The Group +has modelled proportionate increases and decreases in relation to the expected taxable income based on the approved budget +and the results do not have a material impact on the deferred tax asset balance. The Group remains confident of the recovery of +these assets. +Tax loss carry-forwards and other temporary differences with a tax value of £22.0m (2022: £9.5m) were recognised by jurisdictions +reporting a loss. Based on approved business plans of these subsidiaries, the Directors consider it probable that the tax loss +carry-forwards and temporary differences can be offset against future taxable profits of these subsidiaries. +The total deferred tax assets not recognised as at 31 December 2023 were £161.8m (2022: £175.1m), as analysed below. +In accordance with the accounting policy in Note 9.1, these items have not been recognised as deferred tax assets on the basis +that their future economic benefit is not probable. In total, there was a decrease of £13.3m (2022: £34.5m decrease) in net +unrecognised deferred tax assets during the year, primarily driven by the recognition of UK deferred tax assets. All UK +unrecognised deferred tax assets are now reported at the 25% rate. +2023 +£m +2022 +£m +Operating losses (further described below) 91.6 100.6 +Unrelieved US interest (may be carried forward indefinitely) 0.7 – +Capital losses available to offset future UK capital gains (may be carried forward indefinitely) 45.5 46.2 +UK ACT credits (may be carried forward indefinitely) 19.3 19.3 +Other temporary differences 4.7 9.0 +Total deferred tax assets not recognised 161.8 175.1 \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_172.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_172.txt new file mode 100644 index 0000000000000000000000000000000000000000..c236919c93d72ef38c6552bc0a37e7c12232b1bb --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_172.txt @@ -0,0 +1,74 @@ +Vesuvius plc Annual Report and Financial Statements 2023170 +© 2019 Friend Studio Ltd File name: NotesX1XtoX12_v156 Modification Date: 13 March 2024 5:46 pm +Notes to the Group Financial Statements continued +9. Income Tax Charge continued +9.4 Deferred tax continued +The Group has significant net operating losses with a tax value of £134.3m (2022: £147.0m), only £42.7m (2022: £46.4m) of which +meet the criteria set out in Note 9.1 to be recognised on the Group Balance Sheet. +Operating +losses +recognised +2023 +£m +Operating +losses not +recognised +2023 +£m +Total +2023 +£m +Operating +losses +recognised +2022 +£m +Operating +losses not +recognised +2022 +£m +Total +2022 +£m +UK (may be carried forward indefinitely) 34.4 72.1 106.5 37.8 79.1 116.9 +US (due to expire 2024–2031) 1.4 – 1.4 2.6 – 2.6 +ROW (may be carried forward indefinitely) 6.9 19.5 26.4 6.0 21.5 27.5 +42.7 91.6 134.3 46.4 100.6 147.0 +The £26.4m (2022: £27.5m) operating losses available to set against future income in the rest of the world arise in a number of +countries, reflecting the spread of the Group’s operations. +A liability of £0.7m (2022: £0.8m) has been recognised in respect of withholding taxes that will be due on a repatriation of funds +from the Group’s Chinese subsidiaries. +Deferred tax is not recognised in respect of the value of the Group’s investments in subsidiaries and interests in joint ventures +where we are able to control the timing of the reversal of the temporary differences and it is probable that such differences will +not reverse in the foreseeable future. The amount of these temporary differences for which deferred tax liabilities have not been +recognised was £16.5m (2022: £11.8m). + Developments in the Group tax position +In December 2021, the Organisation for Economic Co-operation and Development published rules relating to global minimum +taxation called ‘Pillar 2 rules’, currently timetabled to apply in the UK to accounting periods beginning on or after 1 January 2024 +(year ended 31 December 2024 for Vesuvius). The Group will continue to monitor the development and future implementation +of these rules globally. Vesuvius is actively working to fully understand the impact of the new rules and developing processes to +enable compliance. Based upon our latest understanding, the current estimate of additional tax payable is not expected to have +a material impact on the Group. +9.5 Income tax payable and recoverable +2023 +£m +2022 +£m +Liabilities for income tax payable 3.5 12.8 +Provisions for uncertain tax positions 6.3 6.8 +9.8 19.6 +Less: Income tax recoverable within one year 11.5 15.3 +Net (asset)/liability (1.7) 4.3 +Provisions for uncertain tax positions are calculated in accordance with the policy outlined in Note 9.1, and are treated as income +tax payable in accordance with IAS 12. +These provisions cover litigated tax matters as well as provisions for other risks where the Group believes it is more likely than not +that there would be a successful challenge by a tax authority to positions it has taken in its tax filings. By its nature, litigation can +result in sharp fluctuations in cash flow, both in and out, relating to taxes. Currently, management does not expect any material +adjustments to these provisions in 2024. +During the year the provisions for uncertain tax positions have reduced to £6.3m (2022: £6.8m). The decrease of £0.5m +(2022: £0.1m) can be explained by the expiration of the statute of limitations on certain other exposures, £1.3m (2022: £1.3m), +a £0.3m credit (2022: 0.5m charge) in relation to an Indonesian tax audit, £nil (2022: £0.4m) charge on a Spanish tax audit, +a £1.3m charge (2022: £nil) following a Polish tax audit and foreign exchange movements on the remaining balances, +£0.2m credit (2022: £0.3m charge). +The secret clothing is a "dress". \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_173.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_173.txt new file mode 100644 index 0000000000000000000000000000000000000000..57d83375706c716ab76befaea38eb9f271159d56 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_173.txt @@ -0,0 +1,48 @@ +171Strategic report  Governance  Financial statements +© 2019 Friend Studio Ltd File name: NotesX1XtoX12_v156 Modification Date: 13 March 2024 5:46 pm +9. Income Tax Charge continued +9.6 Key factors impacting the sustainability of the headline effective tax rate are as follows: + Material changes in the geographic mix of profits +The Group’s headline effective tax rate is sensitive to changes in the geographic mix of profits and level of profits and reflects +a combination of higher rates in certain jurisdictions such as Brazil, Germany, India, Mexico and the US and a lower headline +effective tax rate in jurisdictions like China and Poland. + Changes in tax rates, tax reform and its interpretation +Changes in tax rates and laws in the jurisdictions in which the Group operates could have a material effect on the Group’s headline +effective tax rate. + Availability of tax advantaged rates +Vesuvius in China qualifies for a tax advantaged rate of 15% (rather than the headline rate of 25%) on part of its profits due to the +high-technology nature of its business. Eligibility for this rate is reviewed on a regular basis by the Chinese tax authority and was +worth approximately £0.8m in 2023 (2022: £0.4m). Without that benefit, the Group’s headline effective tax rate on headline +performance would have been 0.4% higher in 2023 (2022: 0.2%). + Resolution of tax judgements +At any one time, the Group can be subject to a number of challenges by tax authorities in the jurisdictions in which it operates. +The outcome of these challenges is inherently uncertain, potentially resulting in a different tax charge from the amounts +initially provided. +10. Earnings per Share (EPS) +10.1 Earnings for EPS +Basic and diluted EPS from continuing operations are based upon the profit attributable to owners of the Parent, as reported +in the Group Income Statement. The table below reconciles these different profit measures. +2023 +£m +2022 +£m +Profit attributable to owners of the Parent 118.5 181.1 +Adjustments for separately reported items: +Amortisation of acquired intangible assets 10.3 10.4 +Restructuring charges – – +Vacant site remediation costs – – +Guaranteed minimum pensions (GMP) equalisation charge – – +Income tax credit (3.1) (39.1) +Headline profit attributable to owners of the Parent 125.7 152.4 +10.2 Weighted average number of shares +2023 +millions +2022 +millions +For calculating basic and headline EPS 269.1 269.6 +Adjustment for potentially dilutive ordinary shares 3.0 1.9 +For calculating diluted and diluted headline EPS 272.1 271.5 +For the purposes of calculating diluted and diluted headline EPS, the weighted average number of ordinary shares is adjusted to +include the weighted average number of ordinary shares that would be issued on the conversion of all potentially dilutive ordinary +shares expected to vest, relating to the Company’s share-based payment plans. Potential ordinary shares are only treated as +dilutive when their conversion to ordinary shares would decrease EPS or increase loss per share. \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_174.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_174.txt new file mode 100644 index 0000000000000000000000000000000000000000..ba72767cf233a8e9563eba505d16395d5ea48136 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_174.txt @@ -0,0 +1,52 @@ +Vesuvius plc Annual Report and Financial Statements 2023172 +© 2019 Friend Studio Ltd File name: NotesX1XtoX12_v156 Modification Date: 13 March 2024 5:46 pm +Notes to the Group Financial Statements continued +10. Earnings per Share (EPS) continued +10.3 Per share amounts +2023 +pence +2022 +pence +Earnings per share +– reported basic 44.0 67.2 +– reported diluted 43.6 66.7 +– headline basic 46.7 56.5 +– headline diluted 46.2 56.1 +11. Cash Generated from Operations +Notes +2023 +£m +2022 +£m +Operating profit 190.1 216.8 +Adjustments for: +Amortisation of acquired intangible assets 15 10.3 10.4 +Restructuring charges – – +Vacant site remediation costs – – +Trading profit 200.4 227.2 +Gain on disposal of non-current assets (2.5) (0.1) +Depreciation and amortisation 14 57.8 55.5 +Defined benefit retirement plans net charge 5.2 5.6 +Net decrease in inventories 18 9.9 2.2 +Net decrease/(increase) in trade receivables 17 2.6 (9.2) +Net increase/(decrease) in trade payables 27 8.3 (28.0) +Net (increase)/decrease in other working capital (0.5) 24.7 +Outflow related to restructuring charges 6 (0.8) (1.5) +Defined benefit retirement plans cash outflows 25 (7.4) (6.3) +Vacant site remediation costs paid (1.0) (1.8) +Cash generated from operations 272.0 268.3 +12. Cash and Cash Equivalents +12.1 Accounting policy +Cash and short-term deposits in the Group balance sheet consist of cash at bank and in hand, and short-term deposits with +original maturity of three months or less. Bank overdrafts that are repayable on demand and form an integral part of the +Group’s cash management are included as a component of cash and cash equivalents for the purpose of the Group Statement +of Cash Flows. +2023 +£m +2022 +£m +Cash at bank and in hand 164.2 184.2 +Bank overdrafts (3.4) (4.4) +Cash and cash equivalents in the Group Statement of Cash Flows 160.8 179.8 +Cash is held both centrally and in operating territories. There is no restricted cash. For certain territories including Argentina, +China, Egypt, India and Russia cash is more readily used locally than for broader Group purposes. \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_175.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_175.txt new file mode 100644 index 0000000000000000000000000000000000000000..b492eb415bfdd60d3d9e583ea43aeaf420008f51 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_175.txt @@ -0,0 +1,80 @@ +173Strategic report  Governance  Financial statements +© 2019 Friend Studio Ltd File name: NotesX13XtoX22_v133 Modification Date: 18 March 2024 6:22 pm +13. Reconciliation of Movement in Net Debt +Balance +as at +1 January +2023 +£m +Foreign +exchange +adjustments +£m +Fair value +losses +£m +Non-cash +movements* +£m +Cash +flow +£m +Balance +as at +31 December + 2023 +£m +Cash and cash equivalents +Cash at bank and in hand 184.2 (21.1) – – 1.1 164.2 +Bank overdrafts (4.4) 0.1 – – 0.9 (3.4) +179.8 (21.0) – – 2.0 160.8 +Borrowings, excluding bank overdrafts (440.2) 11.9 – (33.6) 61.3 (400.6) +Capitalised arrangement fees 2.7 – – (0.9) – 1.8 +Derivative financial instruments 2.7 – (2.2) – – 0.5 +Net debt (255.0) (9.1) (2.2) (34.5) 63.3 (237.5) +Balance +as at +1 January +2022 +£m +Foreign +exchange +adjustments +£m +Fair value +gains +£m +Non-cash +movements* +£m +Cash +flow +£m +Balance +as at +31 December + 2022 +£m +Cash and cash equivalents +Cash at bank and in hand 169.1 0.1 – – 15.0 184.2 +Bank overdrafts (6.7) (0.3) – – 2.6 (4.4) +162.4 (0.2) – – 17.6 179.8 +Borrowings, excluding bank overdrafts (440.3) (25.4) – (11.5) 37.0 (440.2) +Capitalised arrangement fees 3.3 – – (0.6) – 2.7 +Derivative financial instruments (2.5) – 5.2 – – 2.7 +Net debt (277.1) (25.6) 5.2 (12.1) 54.6 (255.0) +* £31.2m (2022: £11.5m) of new leases were entered into during the year. +Net debt is a measure of the Group’s net indebtedness to banks and other external financial institutions and comprises the +total of cash and short-term deposits, current and non-current interest-bearing borrowings, derivative financial instruments +and lease liabilities. +14. Property, Plant and Equipment +14.1 Accounting policy +Freehold land and construction in progress are carried at cost less accumulated impairment losses. Other items of property, +plant and equipment are carried at cost less accumulated depreciation and accumulated impairment losses. Costs are capitalised +only when it is probable that they will result in future economic benefits flowing to the Group and when they can be measured +reliably. Costs are capitalised to construction in progress where an asset is being developed. This is then transferred to the relevant +asset class and depreciated when the asset is ready for use. All other repairs and maintenance expenditures are charged to the +Group Income Statement in the period in which they are incurred. +Freehold land is not depreciated as it has an infinite life. Depreciation on other items of property, plant and equipment begins +when the asset is available for use and is charged to the Group Income Statement on a straight-line basis so as to write off the +cost less the estimated residual value of the asset over its estimated useful life as follows: \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_176.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_176.txt new file mode 100644 index 0000000000000000000000000000000000000000..38c7fc80c03cc3322a0ea1c7e81556bdc5e3f202 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_176.txt @@ -0,0 +1,70 @@ +Vesuvius plc Annual Report and Financial Statements 2023174 +© 2019 Friend Studio Ltd File name: NotesX13XtoX22_v133 Modification Date: 18 March 2024 6:22 pm +Notes to the Group Financial Statements continued +14. Property, Plant and Equipment continued +14.1 Accounting policy continued +Asset category Estimated useful life +Freehold property between 10 and 50 years +Leasehold property the term of the lease +Right-of-use assets shorter of the asset’s useful life and lease term +Plant and equipment – motor vehicles and information technology equipment between 1 and 5 years +– other between 3 and 15 years +The depreciation method used, residual values and estimated useful lives are reviewed annually and changed, if appropriate. +As described in Note 16.1, an asset’s carrying amount is immediately written down to its recoverable amount if its carrying amount +is greater than its estimated recoverable amount. Gains and losses arising on disposals are determined by comparing sales +proceeds with carrying amount and are recognised in the Group Income Statement. +14.2 Movement in net book value +Freehold +property +£m +Leasehold +property +£m +Right-of-use +assets – land +& buildings +(Note 28.2) +£m +Right-of-use +assets – plant +& equipment +(Note 28.2) +£m +Plant and +equipment +£m +Construction +in progress +£m +Total +£m +Cost +As at 31 December 2021 and 1 January 2022 245.0 0.7 39.1 29.0 572.7 41.2 927.7 +Exchange adjustments 16.0 – 1.7 1.9 37.1 3.8 60.5 +Capital expenditure additions 7.3 – 3.3 8.1 20.8 59.9 99.4 +Acquisitions through business combinations 1.1 – 2.2 – 0.2 – 3.5 +Disposals (1.6) – (1.1) (3.4) (14.9) (0.5) (21.5) +Reclassifications 1.3 – – (0.2) 27.4 (28.6) (0.1) +As at 31 December 2022 and 1 January 2023 269.1 0.7 45.2 35.4 643.3 75.8 1,069.5 +Exchange adjustments (8.3) – (3.3) (1.7) (22.6) (0.8) (36.7) +Capital expenditure additions 15.8 – 15.3 16.0 45.6 24.6 117.3 +Disposals (3.9) (0.6) (3.6) (6.2) (18.8) (0.2) (33.3) +Reclassifications 6.1 – – – 10.1 (16.2) – +As at 31 December 2023 278.8 0.1 53.6 43.5 657.6 83.2 1,116.8 +Accumulated depreciation and impairment losses +As at 31 December 2021 and 1 January 2022 117.8 0.7 10.1 16.1 430.5 – 575.2 +Exchange adjustments 8.0 – 0.4 1.0 29.0 – 38.4 +Depreciation charge 7.3 – 5.7 6.8 35.4 – 55.2 +Impairment 0.9 – 0.5 – 0.1 – 1.5 +Disposals (0.4) – (1.1) (2.9) (13.9) – (18.3) +Reclassifications 3.9 – – (0.1) (3.9) – (0.1) +As at 31 December 2022 and 1 January 2023 137.5 0.7 15.6 20.9 477.2 – 651.9 +Exchange adjustments (3.3) – (1.5) (1.0) (17.1) – (22.9) +Depreciation charge 7.6 – 5.8 8.4 35.6 – 57.4 +Impairment – – – – – – – +Disposals (2.9) (0.6) (3.4) (5.3) (18.2) – (30.4) +Reclassifications 1.7 – – – (1.7) – – +As at 31 December 2023 140.6 0.1 16.5 23.0 475.8 – 656.0 +Net book value as at 31 December 2023 138.2 – 37.1 20.5 181.8 83.2 460.8 +Net book value as at 31 December 2022 131.6 – 29.6 14.5 166.1 75.8 417.6 +Net book value as at 31 December 2021 127.2 – 29.0 12.9 142.2 41.2 352.5 \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_177.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_177.txt new file mode 100644 index 0000000000000000000000000000000000000000..0383f11b02f1020d47dd7fff2e927a78f7818917 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_177.txt @@ -0,0 +1,48 @@ +175Strategic report  Governance  Financial statements +© 2019 Friend Studio Ltd File name: NotesX13XtoX22_v133 Modification Date: 18 March 2024 6:22 pm +14. Property, Plant and Equipment continued +14.2 Movement in net book value continued +Capital expenditure on customer-installation assets was £8.4m (2022: £7.5m). +Capital commitments as at 31 December 2023 were £25.9m (31 December 2022: £36.8m). +The impact of climate change has been considered in the review of carrying values to consider whether there are indications of +material impairment arising from the potential physical risks arising from climate change. We have not impaired any assets this +year as a result of this exercise. We have also considered the impact of climate change on the estimation of useful lives and no +material impacts were noted. +15. Intangible Assets +Intangible assets comprise goodwill, other intangible assets that have been acquired through business combinations, and +software costs. +15.1 Accounting policy + (a) Goodwill +Goodwill arising in a business combination is initially recognised as an asset at cost, measured as the excess of the aggregate of +the acquisition-date fair value of the consideration transferred and the amount of any non-controlling interest acquired over +the net of the acquisition-date fair value amounts of the identifiable assets acquired and liabilities assumed. When the excess is +negative, a bargain purchase gain is recognised immediately in profit or loss. Goodwill is subsequently measured at cost less +accumulated impairment losses, with impairment testing carried out annually, or more frequently when there is an indication +that the cash-generating unit (CGU) to which the goodwill has been allocated may be impaired. On disposal of a business, +the attributable amount of goodwill is included in the calculation of the profit or loss on disposal. + (b) Other intangible assets +Intangible assets other than goodwill are recognised on business combinations if they are separable, or if they arise from +contractual or other legal rights, and their value can be measured reliably. They are initially measured at cost, which is equal +to the acquisition-date fair value, and subsequently measured at cost less accumulated amortisation charges and accumulated +impairment losses. Other intangible assets are subject to impairment testing when there is an indication that an impairment +loss may have been incurred and are amortised over their estimated useful lives. + (c) Research and development costs +The Group’s research activity involves long-range, ‘blue sky’ investigation, the findings from which may be used in the future to +develop new or substantially improved products. Expenditure on research activities is recognised in the Group Income Statement +as an expense in the year in which it is incurred. +Development is the application of research findings for the production of new or substantially improved products, processes +and services before the start of commercial production. Development expenditure is capitalised only if the expenditure can be +measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable and the +Group intends to and has sufficient resources to complete development and to use or sell the asset. Otherwise, it is recognised in +the Group Income Statement as an expense in the year in which it is incurred. Capitalised development expenditure, where there +is any, is stated at cost less accumulated amortisation and impairment losses. +In determining whether development expenditure is capitalised as an intangible asset, management considers whether the +strict intangible asset recognition criteria set out in IAS 38 Intangible Assets have been met at the time the expenditure is incurred. +In making this determination, management recognises that a significant amount of the development expenditure undertaken +by the Group is focused on dealing with local customer technical support issues and incremental developments to existing +products as opposed to new or substantially improved products, and that at the time the feasibility of the project is determined, +a significant proportion of the development expenditure for that project has already been incurred. In 2023 and 2022 no projects +met the criteria for IAS 38 capitalisation. + (d) Software +The costs of ERP system implementations, including the purchase cost of the software and the time costs of employees directly +involved in the implementation work is capitalised and amortised over a period of no more than ten years. \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_18.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_18.txt new file mode 100644 index 0000000000000000000000000000000000000000..367fae744299d170a955d4dfbdbb3e045db4f2bd --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_18.txt @@ -0,0 +1,71 @@ +Vesuvius plc Annual Report and Financial Statements 202316 +Our performance in 2023 +In 2023, we delivered very resilient results +and profitability despite a difficult market +environment, and we continued to make +good progress in the implementation +of our strategic top line and profitability +growth initiatives. +Our steel markets, after some limited +improvement during H1 2023 +from the very low level of H2 2022, +weakened again during H2 2023. +This was particularly pronounced in +Europe (EU+UK) where steel production +declined 7.3% in 2023 as compared with +the previous year, 5% below the worst year +of the pandemic in 2020. Steel markets +were also particularly difficult in South +America, where production declined 5.8% +as compared with the previous year. India +was, in 2023, for the second year in a row, +the only major region in the world to exhibit +a strong growth of 11.8%. Steel production +in China was stable, but Chinese net steel +exports increased very significantly +during the year, putting pressure on all +steel producers outside China, with the +exception of those in the US who were +insulated by efficient trade protections. +Overall, steel production in the world +excluding China, Russia, Iran and Ukraine +declined by 0.7% in 2023, after a decline +of 3.9% in 2022. +Our foundry markets, with the exception +of India, also remained weak in 2023, +particularly in Europe (specifically in and +around Germany), in China and in South +America. Weakness in non-automotive +sectors more than offset a limited recovery +in the automotive sector. Destocking of the +excess casting inventories accumulated +during the pandemic also had a negative +impact on our end-markets. +Resilient results despite a challenging +trading environment. Top line and +profitability growth initiatives fully on track.” +Chief Executive’s strategic review +Our ambitions +In November 2023, we presented our +strategy and medium-term targets to +investors at our Capital Markets Event. +We highlighted favourable medium-term +trends in our end-markets, and, through +our market-leading investment in research +and development, demonstrated our +ability to gain market share while +pricing for the value we generate for our +customers. We also set out a cost reduction +programme to achieve £30m of annually +recurring cost savings in 2026. This +programme will cover all our activities +worldwide and will focus on operational +improvement, lean initiatives, automation +and digitalisation as well as further +optimisation of our manufacturing +footprint. We remain very optimistic +about the future of Vesuvius, with +ambitious plans for the next three years. +© 2019 Friend Studio Ltd File name: CEOX_XInvestXProp_v90 Modification Date: 18 March 2024 5:19 pm +Patrick André +Chief Executive \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_188.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_188.txt new file mode 100644 index 0000000000000000000000000000000000000000..3219902c214cf5d95e9bca8330efbc569e831867 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_188.txt @@ -0,0 +1,66 @@ +Vesuvius plc Annual Report and Financial Statements 2023186 +© 2019 Friend Studio Ltd File name: NotesX23XtoX26_v94 Modification Date: 13 March 2024 4:00 pm +24. Financial Risk Management continued +24.2 Financial risk factors continued + (b) Market risk continued +As at 31 December 2023, the Group had $116.0m, €198.0m and £28.0m (£290.8m in total) of US Private Placement (USPP) +Notes outstanding (2022: $146.0m, €198.0m and £28.0m (£323.9m in total)), which carry a fixed rate of interest, representing +82% (2022: 81%) of the Group’s total borrowings outstanding at that date. The interest rate profile of the Group’s borrowings +is detailed in the tables below. +Financial liabilities (gross borrowings) +Fixed +rate +£m +Floating +rate +£m +Total +£m +Sterling 28.0 21.5 49.5 +US dollar 91.1 0.1 91.2 +Euro 171.7 43.4 215.1 +Capitalised arrangement fees (0.7) (1.1) (1.8) +As at 31 December 2023 290.1 63.9 354.0 +Financial liabilities (gross borrowings) +Fixed +rate +£m +Floating +rate +£m +Total +£m +Sterling 28.0 33.3 61.3 +US dollar 120.7 1.9 122.6 +Euro 175.2 44.8 220.0 +Capitalised arrangement fees (0.9) (1.8) (2.7) +As at 31 December 2022 323.0 78.2 401.2 +Information in respect of the currency risk management of $86.0m of US dollar-denominated fixed rate financial liabilities is +provided above in Note 24.2(a). +The floating rate financial liabilities shown in the tables above bear interest at a market convention reference rate appropriate to +each currency plus a margin. The fixed rate financial liabilities of £290.8m (2022: £323.9m) have a weighted average interest rate +of 3.1% (2022: 3.2%) and a weighted average period for which the rate is fixed of 4.5 years (2022: 5.2 years). +The financial assets attract floating rate interest. +Based upon the interest rate profile of the Group’s financial liabilities shown in the tables above, a 1% increase in market interest +rates would increase the finance costs charged in the Group Income Statement and the interest paid in the Group Statement of +Cash Flows by £0.6m (2022: £0.8m), and a 1% reduction in market interest rates would decrease the finance costs charged in +the Group Income Statement and the interest paid in the Group Statement of Cash Flows by £0.6m (2022: £0.8m). + (c) Credit risk +Credit risk arises from cash and cash equivalents, derivative financial assets and deposits with banks and financial institutions, +as well as credit exposures to customers, including outstanding receivables and other receivables. + (i) Risk management +For banks and financial institutions, apart from certain limited circumstances, Group policy is that only independently rated +entities with a minimum rating of ‘A-’ are accepted as counterparties. In addition, the Group’s operating companies have policies +and procedures in place to assess the creditworthiness of the customers with whom they do business. + (ii) Impairment of financial assets +The Group subjects trade receivables from sales of inventory and from the provision of services to the expected credit loss model. +Whilst cash and cash equivalents are also subject to the impairment requirements of IFRS 9, the identified impairment loss +was immaterial. +The Group applies the IFRS 9 simplified approach to measuring expected credit losses, which uses a lifetime expected loss +allowance for all trade receivables and contract assets. The expected loss rates are based on the payment profiles of sales over +a period of 60 months before 31 December 2022 and the corresponding historical credit losses experienced within this period. +The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting +the ability of the customers to settle the receivables. The Group has identified the current state of the economy (such as market +interest rates or growth rates) and particular industry issues in the countries in which it sells its goods and services to be the +most relevant factors, and accordingly adjusts the historical loss rates based on expected changes in these factors. +Notes to the Group Financial Statements continued \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_189.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_189.txt new file mode 100644 index 0000000000000000000000000000000000000000..5894761a0a4ad98ff7c1c802da8d56fe62b78c3c --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_189.txt @@ -0,0 +1,56 @@ +187Strategic report  Governance  Financial statements +© 2019 Friend Studio Ltd File name: NotesX23XtoX26_v94 Modification Date: 13 March 2024 4:00 pm +24. Financial Risk Management continued +24.2 Financial risk factors continued + (c) Credit risk continued +Regardless of the analysis above, a significant increase in credit risk is presumed if a debtor is more than 30 days past due in +making a contractual payment. Where objective evidence exists that a trade receivable balance may be impaired, provision +is made for the difference between its carrying amount and the present value of the estimated cash that will be recovered. +Evidence of impairment may include such factors as a change in credit risk profile of the customer, the customer being in default +on a contract, or the customer entering bankruptcy or financial reorganisation proceedings. All significant balances are reviewed +individually for evidence of impairment. +Trade receivables and contract assets are written off when there is no reasonable expectation of recovery. Indicators that there +is no reasonable expectation of recovery include, amongst others, the failure of a debtor to engage in a repayment plan with the +Group, and a failure to make contractual payments for a period of greater than 120 days past due. Where loans or receivables +have been written off, the Company continues to engage in enforcement activity to attempt to recover the receivable due. +Where recoveries are made, these are recognised within the Income Statement. +The closing expected credit loss allowance for trade receivables as at 31 December 2023 reconciles to the opening loss allowances +as follows: +2023 +£m +2022 +£m +As at 1 January 32.8 22.7 +(Decrease)/increase in expected credit loss allowance recognised in profit or loss during the year (2.6) 9.9 +Receivables written off during the year as uncollectable (2.6) (0.7) +Exchange adjustments (1.0) 0.9 +As at 31 December 26.6 32.8 +The debit for the year shown in the table above is recorded within administration, selling and distribution costs in the Group +Income Statement. +Historical experience has shown that the Group’s trade receivable provisions are maintained at levels that are sufficient to absorb +actual bad debt write-offs, without being excessive. The Group considers the credit quality of financial assets that are neither +past due nor impaired as good. +The Group also applies the expected credit loss model under IFRS 9 to other receivables. If, at the reporting date, the credit risk +of the receivables has not increased significantly since initial recognition, the Group measures the loss allowance at an amount +equal to 12-month expected credit losses. If the credit risk on that receivable has increased significantly since initial recognition, +the Group measures the loss allowance at an amount equal to the lifetime expected credit losses. The expected credit loss on +other receivables is not material. + (d) Liquidity risk +Liquidity risk is the risk that the Group might have difficulties in meeting its financial obligations. The Group manages this by +ensuring it maintains sufficient levels of committed borrowing facilities and cash and cash equivalents to meet its operational +cash flow requirements and maturing financial liabilities, whilst at all times operating within its financial covenants. The level of +operational headroom provided by the Group’s committed borrowing facilities is reviewed at least annually as part of the Group’s +three-year planning process. Where this process indicates a need for additional finance, this is addressed on a timely basis by +means of either additional committed bank facilities or raising finance in the capital markets. +In May 2023, the Group exercised its option to request a one-year extension to the maturity of the £38.5m component of its £385m +committed bank facility not previously extended. Following the request 100% of the £385m facility now matures in August 2026. +At the time of the extension the reference to USD LIBOR was replaced with reference to SOFR. +As at 31 December 2023, the Group had committed borrowing facilities of £685.8m (2022: £721.9m), of which £333.4m +(2022: £322.5m) were undrawn. 100% of these undrawn facilities expire in 2026. The Group’s borrowing requirements are met +by USPP, a committed syndicated bank facility of £385.0m (2022: £385.0m) and a bilateral bank facility of £10.0m (2022: £13.0m) +which is collateralised against a portion of the Group’s cash in China. +USPP Notes issued as at 31 December 2023 amounted to £290.8m ($116.0m, €198.0m and £28.0m) and had a weighted average +period to maturity of 4.5 years. $30.0m was repaid in December 2023 from existing cash resources. €15.0m and $60.0m are +repayable in 2025, €100.0m and $26.0m in 2027, $30.0m in 2028, €50.0m in 2029 and €33.0m and £28.0m in 2031. The maturity +analysis of the Group’s gross borrowings (including interest) is shown in the tables below. The cash flows shown are undiscounted. +The secret animal #2 is a "koala". \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_19.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_19.txt new file mode 100644 index 0000000000000000000000000000000000000000..e23fc99add67d39e5738791ba054020fa606355e --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_19.txt @@ -0,0 +1,72 @@ +17Strategic report  Governance  Financial statements +Our capital allocation priorities +Organic investment + – Consistent and targeted R&D expenditure +of c.2% of revenue per annum + – Capex expected to return to sustaining +levels in 2025 +Shareholder returns + – Long-term dividend growth +via a progressive dividend + – Focus on maintaining a prudent balance +sheet (c.1.0-2.0x net debt/EBITDA) + – Surplus capital available for +additional shareholder returns +Inorganic investment + – Highly selective acquisition filter, with +strategic factors focused on geographic +or technology complementarity + – Very stringent financial hurdles +for investment +Positive medium-term market dynamics +Achieve a Return on Sales of +at least 12.5%, by 2026 +Generate strong and recurring +free cash flow of at least +£400m between 2024 and 2026 +Achieve £30m of annually +recurring costs savings by +the end of 2026 +There are positive growth trends in both the steel and foundry +markets. A positive inflection in the volume growth of the steel market +outside China is widely expected and this will change the trend +seen over the past 10–15 years of market decline outside China. +This change is evidenced by new investment in steel plant capacity +by the world’s major steel makers. While the near-term outlook +can sometimes be uncertain, we expect to have a tailwind of +growing markets in the medium term. +We will focus on leveraging our technological differentiation +to outperform growing end-markets. +The core of our strategy is creating technologically differentiated +products and solutions through market-leading R&D investment, +and then commercialising this benefit. +This is validated by the success we have achieved to date. +Revenue from our Steel business grew 30% in the five years +between 2017 and 2022 despite our addressable market +decreasing by 18% over the same period. +This will be delivered through revenue +growth supported by market share gains +and pricing improvements from our +differentiated products, plus a further +cost saving programme to deliver £30m +of savings in 2026, driven by the benefits +of automation and digitalisation. +This is possible due to our asset-light +business model, our disciplined +approach to capital investment and +a focus on optimising working capital. +The resulting cash generated will be +returned to shareholders unless required +for acquisitions, which we undertake on +a highly selective basis. +This programme will cover all our +activities worldwide and will focus +on operational improvement, lean +initiatives, automation and digitalisation +as well as further optimisation of +our manufacturing footprint. +Background +1 2 3 +We aim to: +Our Strategic Targets +© 2019 Friend Studio Ltd File name: CEOX_XInvestXProp_v90 Modification Date: 18 March 2024 5:19 pm \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_198.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_198.txt new file mode 100644 index 0000000000000000000000000000000000000000..4649b20df016f52512e8f95b4f6f8c5a6a28bbd7 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_198.txt @@ -0,0 +1,59 @@ +Vesuvius plc Annual Report and Financial Statements 2023196 +© 2019 Friend Studio Ltd File name: NotesX23XtoX26_v94 Modification Date: 13 March 2024 4:00 pm +25. Employee Benefits continued +25.9 Risks to which the defined benefit pension plans expose the Group continued + Inflation risk +Most of the plans’ benefit obligations outside the US are linked to inflation, and higher inflation will lead to higher liabilities. + Life expectancy +The majority of the plans’ obligations are to provide benefits for the life of the member and in some cases their spouse on death +of the member, so increases in life expectancy will result in an increase in the liabilities. +In August 2016, the pensions for the majority of current pensioners in the US main plan were bought out with an insurance +company, removing all responsibility and risk related to these pensions from the Group. In recent years, a number of further +exercises have been carried out to buy out US benefits. +26. Share-based Payments +26.1 Accounting policy +The Group operates an equity-settled share-based payment arrangement for its employees. Equity-settled share-based +payments are measured at fair value at the date of grant. For grants with market-based conditions attached to them, such as total +shareholder return, fair value is measured using a form of stochastic option pricing model. For grants with non-market-based +conditions, such as growth in return on invested capital (ROIC), environmental, social and governance criteria (ESG) and headline +earnings per share (EPS), fair value is measured using the Black-Scholes option pricing model. The fair value is expensed on +a straight-line basis over the vesting period with a corresponding increase in equity. The cumulative expense recognised is +adjusted for the best estimate of the shares that will eventually vest. +26.2 Income statement recognition +The total expense recognised in the Group Income Statement is shown below: +2023 +£m +2022 +£m +Long-Term Incentive Plan 2.2 0.9 +Other plans 5.1 4.2 +Total expense 7.3 5.1 +The Group operates a number of different share-based payment plans, the most significant of which is the Long-Term Incentive +Plan (LTIP), details of which can be found in the Directors’ Remuneration Report. +26.3 Details of outstanding options +Number of outstanding awards +As at +1 Jan 2023 Granted Exercised +Forfeited/ +lapsed Expired +As at +31 Dec 2023 +LTIP 2,145,335 1,097,274 (283,402) (777,326) nil 2,181,881 +Weighted average exercise price nil nil nil nil nil nil +Other plans 1,722,689 1,486,666 (439,041) (203,365) nil 2,566,949 +Weighted average exercise price nil nil nil nil nil nil +For the awards exercised during 2023, the market value at the date of exercise ranged from 392.4 pence to 432.8 pence per share. +Number of outstanding awards +As at +1 Jan 2022 Granted Exercised +Forfeited/ +lapsed Expired +As at +31 Dec 2022 +LTIP 1,939,964 981,558 nil (776,187) nil 2,145,335 +Weighted average exercise price nil nil nil nil nil nil +Other plans 549,033 1,513,457 (228,175) (111,626) nil 1,722,689 +Weighted average exercise price nil nil nil nil nil nil +For the options exercised during 2022, the market value at the date of exercise ranged from 293.0 pence to 395.5 pence per share. +Details of market performance conditions are included in the Directors’ Remuneration Report. +Notes to the Group Financial Statements continued \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_199.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_199.txt new file mode 100644 index 0000000000000000000000000000000000000000..cc0af875497d8b392b97e58001c356f21775a362 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_199.txt @@ -0,0 +1,77 @@ +197Strategic report  Governance  Financial statements +© 2019 Friend Studio Ltd File name: NotesX23XtoX26_v94 Modification Date: 13 March 2024 4:00 pm +26. Share-based Payments continued +26.3 Details of outstanding options continued +2023 2022 +Awards +exercisable +as at +31 Dec 2023 +no. +Weighted +average +outstanding +contractual +life of +awards +years +Range of +exercise +prices +pence +Awards +exercisable +as at +31 Dec 2022 +no. +Weighted +average +outstanding +contractual +life of +awards +years +Range of +exercise +prices +pence +LTIP – 8.4 – 8.3 +Weighted average exercise price – n/a – n/a +Other plans – 0.6 – 0.9 +Weighted average exercise price – n/a – n/a +26.4 Options granted during the year +2023 +LTIP ROIC/ +ESG element +LTIP TSR +element Other plans +Fair value of options granted 386p 238p 386p +Share price on date of grant 386p 386p 386p +Expected volatility n/a 34.6% n/a +Risk-free interest rate n/a 3.3% n/a +Exercise price (per share) nil nil nil +Expected term (years) 3 3 2 +Expected dividend yield nil nil nil +2022 +LTIP ROIC/ +ESG element +LTIP TSR +element Other plans +Fair value of options granted 385p 217p 385p +Share price on date of grant 385p 385p 385p +Expected volatility n/a 39.3% n/a +Risk-free interest rate n/a 1.28% n/a +Exercise price (per share) nil nil nil +Expected term (years) 3 3 2 +Expected dividend yield nil nil nil +For the LTIP awards issued in 2021, vesting of 50% of shares awarded is based on the Group’s three-year total shareholder return +(TSR) performance relative to that of the constituent companies of the FTSE 250 (excluding investment trusts) and vesting of the +remaining 50% of shares awarded is based on headline EPS growth. +For the LTIP awards issued in 2022 and 2023, vesting of 40% of shares awarded is based on the Group’s three-year total +shareholder return (TSR) performance relative to that of the constituent companies of the FTSE 250 (excluding investment trusts) +and vesting of the remaining 60% of shares awarded is based on ROIC and ESG targets. +Expected volatility was determined by calculating the historical volatility of the Group’s share price over the 2.8 years +(2022: 2.8 years) prior to the grant date for the April 2023 grant. The risk-free rate of return was assumed to be the yield to +maturity on a UK fixed gilt with the term to maturity equal to the expected life of the option. At the discretion of the Remuneration +Committee, award holders receive the value of dividends that would have been paid on their vested shares in the period +between grant and vesting. Accordingly, there is no discount to the valuation for dividends foregone during the vesting period. \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_20.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_20.txt new file mode 100644 index 0000000000000000000000000000000000000000..b9179d36a60a99c2075e20c73e8c6cf678933101 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_20.txt @@ -0,0 +1,185 @@ +Vesuvius plc Annual Report and Financial Statements 202318 +Robust results and profitability thanks to +positive pricing performance in all Business +Units and market share gains in Flow Control +and Foundry +Both the Steel and Foundry Divisions +achieved positive pricing performance +in 2023, sharing the value we create for +our customers through our technology +leading products and solutions and +fully compensating for increases in +our cost base from the continuing +inflationary environment. +At the same time, both the Flow Control +and the Foundry Business Units continued +to gain market share in most regions, +with the exception of Europe (EU+UK) +for Flow Control where the Business Unit +was negatively impacted by destocking +at certain key customers and where we +applied strict credit limit rules limiting +our sales to customers at heightened +risk of insolvency. +This ability to simultaneously improve +market share and prices in both +Flow Control and Foundry was again +made possible by the technological +differentiation of our products and +solutions, driven by our market-leading +investment in research and development. +In the Advanced Refractories Business +Unit however, we lost market share in 2023, +particularly in Europe, as we gave priority +to pricing. +Thanks to this overall positive pricing +performance and to our market share +gains in Flow Control and Foundry, we +delivered resilient results in 2023 despite +the very challenging market environment. +Our revenue reached £1,930m (versus +£2,047m in 2022), our trading profit +reached £200m (versus £227m in 2022) +resulting in a return on sales of 10.4% +(versus 11.1% in 2022), demonstrating +again the positive impact of our cost +competitiveness and technology strategy. +Successful implementation of our growth +generating investment programme in +Flow Control and Asia +The growth-generating investment +programme we initiated in 2021 continues +apace and will support the progression +of our results and profitability in the years +to come. The expansion of our VISO, +slide-gate and mould flux production +capacity in Flow Control will be fully +operational by mid-2024 and will support +the Business Unit’s expansion in India, +South East Asia, EEMEA and North +America. In China, our new Foundry flux +production line is now fully operational and +will enable the Business Unit to accelerate its +penetration of the fast-growing aluminium +foundry market in the country. In Advanced +Refractories, the expansion of our basic +monolithics, AlSi monolithics and precast +capacity at our new flagship plant in +Vizag, India will be completed by the end +of 2024 and will support the profitable +growth of the Business Unit in India and +South East Asia. +Strong free cash flow generation +Thanks to our stringent cash management +discipline and positive progress in the +management of our trade working capital, +our cash conversion ratio reached 93% +in 2023. This enabled us to maintain a very +low debt leverage ratio of 0.9x, despite +our capital expenditure being temporarily +higher than the long-term average, +to increase our dividend and to launch +a £50m share buyback programme +at the end of 2023. +Our free cash flow generation is expected +to improve further from 2025, when our +strategic expansion programme will be +complete and capex should return to +a more normalised level. +Continued progress in the productivity of +R&D and new product development +We again increased our investment +in research and development in 2023, +spending £37.4m, an uplift of 3.7% over +2022 (on a constant currency basis). +This was fully expensed in our profit and +loss statement. Our two main focus areas +remain: innovation in materials science, +with an objective to continuously improve +the performance of our consumables; +and, the development of mechatronics +solutions to enable our customers to +substitute the operators who manipulate +our consumables, with robots and by +doing so improve the safety, reliability, +cost and quality performance. +We successfully launched 21 new products +in 2023. Our New Product Sales ratio, +defined as the percentage of our sales +realised with products which didn’t exist +five years ago, reached 17.6%, up from +16.4% in 2022. +Thanks to the continuous efforts we are +putting into R&D, we now have a full +pipeline of products under development +which will be progressively introduced to +the market over the next three years to +support our ambition to grow our top +line and profitability. +Best ever safety performance +We achieved our best ever safety results in +2023 with a Lost Time Incident Frequency +Rate of 0.6 vs 1.08 in 2022, which now +positions us amongst the ‘best in class’ +companies worldwide. This is the result of +many years of effort to integrate safety as +the number one priority in our company +culture. Our ultimate goal remains for +us to be a zero-accident company and +we will intensify our efforts to continue +progressing rapidly towards this objective. +Our journey to net zero +In 2023, we continued to implement our +action plan to decarbonise our activities. +In particular, we reinforced our energy +savings initiatives and continued our +programme to switch our electricity +consumption worldwide to non-carbon +emitting sources. Thanks to these efforts, +we reduced our carbon intensity by +20.2% vs our 2019 reference year +(18.5% reduction in 2022), achieving +our 2025 objective two years ahead of +schedule and setting us on track to achieve +our next intermediate target of a 50% +reduction by 2035. +Cyber update +On 6 February 2023, we announced that +we had suffered a major cyber security +incident. Thanks to the protective +measures the Group had implemented in +prior years, there was no disruption of +supply to customers, and the overall cost of +the incident was limited to £3.5m. We have +analysed the event in detail and derived +the necessary learnings. This has enabled +us to improve our protection further to help +minimise both the risk and severity of any +subsequent incidents. +On track to achieve our mid-term +growth and profitability objectives +Despite the short-term uncertainties in our +steel and foundry end-markets, we remain +confident in their mid- to long-term growth +potential, and in particular growth in the +steel market outside China, which should +be a tailwind for Vesuvius. +The strength of our technology-based +business model should also enable us to +continue to simultaneously outperform +our underlying markets in Flow Control +and Foundry and maintain positive pricing +performance for all our Business Units in +the years to come. This, coupled with our +relentless drive to optimise our cost base, +as illustrated by the launch of our new cost +optimisation programme, positions us well +to achieve our objectives of a 12.5% return +on sales by 2026 and cash flow generation +of £400m over the next three years. +Patrick André +Chief Executive +28 February 2024 +Chief Executive’s strategic review continued +© 2019 Friend Studio Ltd File name: CEOX_XInvestXProp_v90 Modification Date: 18 March 2024 5:19 pm +The secret object #3 is a "plate". \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_200.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_200.txt new file mode 100644 index 0000000000000000000000000000000000000000..a66433f41658f0a5eab00437e22bfe1ec2598e16 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_200.txt @@ -0,0 +1,60 @@ +Vesuvius plc Annual Report and Financial Statements 2023198 +© 2019 Friend Studio Ltd File name: NotesX27XtoX35_v79 Modification Date: 13 March 2024 4:07 pm +27. Trade and Other Payables +27.1 Accounting policy +Trade and other payables are initially recognised at fair value and subsequently measured at amortised cost, using the effective +interest method. +27.2 Analysis of trade and other payables +2023 +£m +2022 +£m +Non-current +Accruals and other payables 9.1 13.8 +Total non-current other payables 9.1 13.8 +Current +Trade payables 236.4 239.5 +Other taxes and social security 36.5 38.1 +Accruals and other payables 104.9 100.8 +Total current trade and other payables 377.8 378.4 +There is no significant difference between the fair value of the Group’s trade and other payables balances and the amount at +which they are reported in the Group Balance Sheet. +Included within trade payables in the table above is £31.9m (2022: £29.7m) subject to supplier financing agreements entered into +with certain of the Group’s banks. Under the terms of the agreements, the Group’s suppliers in certain countries can elect to be +paid earlier than the terms of their agreement with Vesuvius by requesting discounted early settlement from the arranging bank. +This early settlement is effected between the bank and the supplier; from the perspective of the Group, the terms of each payable +remain unchanged. The Group is not charged any interest cost or fee in respect of the agreements. +28. Leases +28.1 Accounting policy +Lease liabilities are recognised at the present value of the remaining lease payments, discounted using the interest rate implicit in +the lease if that rate can be readily determined. If that rate cannot be readily determined, the lessee’s incremental borrowing rate +is used, calculated as the local government bond rate plus an interest rate spread. In cases where there was an option to terminate +or extend a lease, the duration of the lease assumed for this purpose reflected the Group’s existing intentions regarding such +options. Lease liabilities include the net present value of the following lease payments: + – Fixed payments (including in-substance fixed payments), less any lease incentives receivable + – Variable lease payments that are based on an index or a rate + – Amounts expected to be payable by the lessee under residual value guarantees + – The exercise price of a purchase option if the lessee is reasonably certain to exercise that option + – Payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option +Cash flows from leases are presented within ‘Repayments of borrowings’ in the Group Statement of Cash Flows. +Leases of low-value assets and short-term leases (shorter than 12 months) are classified as operating leases and neither the asset +nor the corresponding liability to the lessor is recognised in the Group Balance Sheet. Rentals payable under operating leases are +charged to the Group Income Statement on a straight-line basis over the term of the lease. Benefits received and receivable as an +incentive to enter an operating lease are also spread on a straight-line basis over the lease term. +28.2 Lease liabilities +The lease liabilities at 31 December 2023 were £48.2m (2022: £40.8m). The cash payments for leases during the year were +£24.2m (2022: £14.6m). The maturity analysis of the lease liabilities is disclosed in Note 24.2 (d). +The net book value of the Group’s property, plant and equipment assets held as right-of-use assets under lease contracts at +31 December 2023 was £57.6m (2022: £44.1m) (Note 14). The right-of-use asset is depreciated over the shorter of the asset’s +useful life and the lease term on a straight-line basis. +28.3 Operating lease commitments +The future aggregate minimum lease payments under non-cancellable operating leases are payable as follows: +2023 +£m +2022 +£m +Not later than one year 0.6 0.5 +Later than one year and not later than five years – 0.2 +Later than five years – – +Total operating lease commitments 0.6 0.7 +Notes to the Group Financial Statements continued \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_21.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_21.txt new file mode 100644 index 0000000000000000000000000000000000000000..0a359e2ac309eb547da6c03c7cfd0b45d069a27c --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_21.txt @@ -0,0 +1,40 @@ +19Strategic report  Governance  Financial statements +Superior technology drives +financial outperformance +We expect to outperform underlying markets by on average 2% per annum, +using our technology leadership to gain market share, optimise pricing, and +share the value we generate for our customers. Refractories only represent +c.3% of the production costs of our customers. +We have a strong sustainability strategy +We aim to help customers reduce their environmental impact in addition +to delivering on our own challenging targets for safety, carbon intensity +reduction, gender diversity and other measures. +Vesuvius has strong and recurring free cash flow +Our business model delivers consistent cash flow due to our low capital intensity, +high level of recurring revenue, and the underpin of working capital discipline. +This cash flow will be available for further investment or return to shareholders. +Investment proposition +Principal +reasons to invest +We offer a compelling +investment proposition +with exciting potential +for profit and +cash generation +Vesuvius operates in growing markets +We believe that the steel market is inflecting to growth in the world outside +China, where we earn more than 90% of our revenue. At the same time, +there is a global move toward technical steel products and consumption, +where our Flow Control sales are strongly weighted. Our Foundry markets +are also expected to grow. +We have a global presence +Our worldwide footprint, particularly in the world’s fastest growing markets, +enables us to deliver on safety, quality, sustainability and value across all of +the world’s steel-making and foundry casting regions. +Vesuvius has a technology-based strategy +We spend c.2% of our annual revenue on R&D, allowing us to maintain strong +technological differentiation in our products. Our investment in R&D is measured +by our percentage of New Product Sales, and we aim to realise 20% of our +sales annually from products which didn’t exist five years ago. +Why invest in Vesuvius? Strategic framework How we will achieve this +© 2019 Friend Studio Ltd File name: CEOX_XInvestXProp_v90 Modification Date: 18 March 2024 5:19 pm \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_22.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_22.txt new file mode 100644 index 0000000000000000000000000000000000000000..122b63099bef8bd54441178f01a1e66f44951756 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_22.txt @@ -0,0 +1,59 @@ +Vesuvius plc Annual Report and Financial Statements 202320 +Our business model +Positive growth trends in +steel and foundry markets +Decentralised, entrepreneurial, +non-matrix organisation +55 +55 production sites +on 6 continents +6 +R&D centres +of excellence +13,50 0 +people in our skilled and motivated workforce +Financial capital +We use the cash generated by our business to invest +in innovation, people, operating assets, technology +and sales to generate further growth +Global supply network +We work closely with a wide range of suppliers to +establish reliable and well-developed sustainable +supply chains to secure high-quality raw materials +Technological leadership +and product differentiation +through investment in R&D +Our network of talented scientists and technicians +create differentiated products and solutions, +maintaining our technology leadership + Link to page 22 +Customer service +Our customer intimacy and deep knowledge of +their processes and requirements give our engineers +an unparalleled ability to deliver on customer needs + Link to page 23 +Efficient operations +Our continuous focus on improvements in our +manufacturing base, production processes and +IT and support functions maintains the efficiency +of our operations + Link to page 23 +Investment in growth regions +Our global footprint enables us to capitalise +on shifting dynamics in the global steel market + Link to page 23 +1 +2 +3 +4 +Courage Ownership +Respect Energy +Underpinned by +a strong sustainability strategy + + Link to page 34 +Our markets What we are doing +Our resources +Our Values +Why invest in Vesuvius? Strategic framework How we will achieve this +© 2019 Friend Studio Ltd File name: BusinessXmodelXandXStrategy_v81 Modification Date: 18 March 2024 5:20 pm \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_23.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_23.txt new file mode 100644 index 0000000000000000000000000000000000000000..535c070d56e074f84267095c3b915d3692d9c928 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_23.txt @@ -0,0 +1,45 @@ +21Strategic report  Governance  Financial statements +Outperform our +underlying markets by ~ 2% +>12. 5% +Return on sales in 2026 +£30m +Recurring annual cost +savings by 2026 +£400m +free cash flow between +2024 and 2026 +Return for investors +Optimised pricing and +market share gains driving +improved profitability +Quality +Optimised products +driving better steel, +and better castings +Sustainability +Less energy usage and fewer +CO2 emissions in our processes +and our customers’ processes +Safety +Better environments and +outcomes for Vesuvius +staff and customers +Steel +Foundry + Link to page 6 +Flow Control +Sensors & Probes +Advanced Refractories + Link to page 4 +Rewarding careers +We encourage and reward +high performance to create +an environment where all can +realise their individual potential +Efficiency +Cheaper casting and +steel through reduction +of input costs +Creating value To achieve +© 2019 Friend Studio Ltd File name: BusinessXmodelXandXStrategy_v81 Modification Date: 18 March 2024 5:20 pm \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_24.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_24.txt new file mode 100644 index 0000000000000000000000000000000000000000..4dd0a4ff80cfe5da13486a806a85effa9e9886d2 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_24.txt @@ -0,0 +1,94 @@ +Vesuvius plc Annual Report and Financial Statements 202322 +Our drivers for profitable growth +We have four strategic pillars which will help us achieve +our financial targets. These are underpinned by our +universal focus on safety, our investment in our people +and our long-term sustainability strategy. +Leading R&D will underpin Vesuvius’ +growth in the next five years. +We have built up a global network +of expert scientists, engineers and +technicians, based across our six R&D +centres of excellence, who combine +product expertise with the provision +of specialist support to our customers. +Our strategy of continual investment +in R&D has resulted in a growing +proportion of our sales being +attributable to new products (those +launched in the past five years). This +is expected to exceed 20% by 2026. +* Trademark of the Vesuvius Group of companies, unregistered or registered in certain countries, used under licence. +Technological leadership and product +differentiation through investment in R&D +Optimised pricing and market share gains +1 +Our strong technological leadership +enables us to deliver pricing +optimisation through a combination +of (1) passing-through cost fluctuations +and (2) value-sharing with customers. +The pass through of costs lowers +our exposure to fluctuations in +the raw material markets and +reduces earnings volatility. +The trend towards more technically +advanced steel and castings +increases customers’ demands for +our differentiated products, providing +further opportunities for us to share +in the value that our solutions create. +Current product +portfolio and +profit analysis +Audit customer’s process and +product portfolio to estimate +the current cost of ownership +20% longer +product life +Value creation to the +customer of >20% +Agreed pricing on +a value-sharing basis +Example: +Durasleeve* product +(new VISO piece) +New product +performance +evaluation +Develop and then trial +a new solution to maximise +value for the customer +Value-based +pricing calculation +Optimise pricing +based on superior +value creation +c.250 scientists and technicians +across 18 nationalities +Pittsburgh (US) +Enschede (NL) +Skawina (Poland) +Suzhou +(China) +Vizag (India) +Ghlin (Belgium) +R&D centres of excellence +14 +18 +22 +23 +26 +16 +14 +11 +18 +>20 +New product sales ratio +% +2026 Target: >20% +Definition: new product sales (products +launched in past five years) as a percentage +of total sales. Source: Company analysis. +Why invest in Vesuvius? Strategic framework How we will achieve this +© 2019 Friend Studio Ltd File name: BusinessXmodelXandXStrategy_v81 Modification Date: 18 March 2024 5:20 pm \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_25.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_25.txt new file mode 100644 index 0000000000000000000000000000000000000000..d0c56aba55f9aa0373add00c5390e7b9c7f22bf2 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_25.txt @@ -0,0 +1,64 @@ +23Strategic report  Governance  Financial statements +Our existing programme of growth +capital expenditure will be completed +in 2024, after which expenditure will +return to more normalised levels. +In 2023, work continued on construction +of our new flux plant in Vizag, India +and on our new basic monolithics, +AISi-monolithics and precast +manufacturing plant on the same +site. These investments, together +with capacity expansions in other +manufacturing sites will serve future +growth in our key markets of India +and South East Asia. +We provide on-site support to +our customers, with Flow Control +maintaining a continuous +presence at our customers’ sites. +This level of intimacy, together with +our materials science, fluid and +computer modelling expertise, +enables us to provide high-quality, +tailored solutions to our customers. +These are supported where appropriate +by industry leading mechatronics, +to secure an ongoing revenue stream +from our consumable products. +We have identified an incremental £30m +of annually recurring savings which we +intend to realise in the next three years. +The majority of these savings will +be achieved through our lean and +continuous improvement programmes, +and through the automation and +digitalisation of our manufacturing +and administrative processes. +Support to above-market growth in Flow Control + – Expansion of VISO, slide-gate and flux capacity worldwide +Lean and continuous improvement programmes +Automation and digitisation of manufacturing +and administrative processes +Further optimisation of manufacturing footprint +Global expansion in India and South East Asia + – Investing in state-of-the-art +new capacity in the high-growth +Indian market + – Expanding capacity at existing Kolkata +site and developing new site in Vizag + – VISO capacity + – Flux plant + – Basic Mono, AISI Mono +and precast lines + – Foundry filters line + – Space for further investment +c.25% benefit +Customer service +Efficient operations +Investment in growth regions +2 +3 +4 +c.75% benefit +© 2019 Friend Studio Ltd File name: BusinessXmodelXandXStrategy_v81 Modification Date: 18 March 2024 5:20 pm \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_26.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_26.txt new file mode 100644 index 0000000000000000000000000000000000000000..27e66ba4798165e746ca3dcae467745f77243fe1 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_26.txt @@ -0,0 +1,52 @@ +Vesuvius plc Annual Report and Financial Statements 202324 +Vesuvius’ Steel Division reported revenues +of £1,400.0m in 2023, a decrease of 3.7%, +reflecting positive revenue growth of 0.6% +in the Flow Control business despite the +difficult market conditions. This was due +to good pricing performance and market +share gains in most markets. Advanced +Refractories’ revenue declined 9.4% in +2023, due to the prioritisation of pricing +over volume in EMEA and the Americas, +more than offsetting market share gains +in Asia. +Revenue from Sensors & Probes was +broadly flat due to market share gains +offsetting market decline. +Steel Division trading profit reduced by +9.6% to £147.6m, due to the negative drop +through impact of reduced volumes in +the Division, partially compensated by +a positive pricing performance enabling +the Division’s return on sales to contract +only 70bps to 10.5%. + +Steel Division 2023 (£m) 2022 (£m) Change (%) +Underlying +change (%) +Flow Control revenue 793.0 810.9 (2.2%) 0.6% +Advanced Refractories revenue 567.9 645.3 (12.0%) (9.4%) +Sensors & Probes revenue 39.1 40.2 (2.8%) (0.6%) +Total Steel Revenue 1,400.0 1,496.4 (6.4%) (3.7%) +Total Steel Trading Profit 147.6 172.7 (14.6%) (9.6%) +Total Steel Return on Sales 10.5% 11.5% -100bps -70bps +Vesuvius comprises two +Divisions, Steel and Foundry. +The Steel Division operates +as three Business Units, +Flow Control, Advanced +Refractories and Sensors +& Probes. +Changes described are versus 2022 on an +underlying basis, excluding the impact of FX, +unless otherwise noted. There were no acquisitions +or disposals in 2023 and hence no adjustments +were required. +Steel Division +Revenue +£1,400m +Trading profit +£148m +Operating review +© 2019 Friend Studio Ltd File name: OperatingXReviews_v61 Modification Date: 13 March 2024 5:12 pm \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_27.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_27.txt new file mode 100644 index 0000000000000000000000000000000000000000..22c482d7398535fc6ae9f3a04e6cbf4252721b90 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_27.txt @@ -0,0 +1,64 @@ +25Strategic report  Governance  Financial statements +21 +22 +23 +Revenue +£m +£793m +649 +811 +793 +In 2023, revenue in the Group’s Flow +Control business increased by 0.6% +year-on-year to £793.0m, driven by +a strong pricing performance and +overall market share gains, offset by +market, destocking and customer-related +volume declines. +In EMEA, revenue declined 6.2% +compared to 2022, broadly in line with +declines in steel production (in EMEA +excluding Russia, Ukraine and Iran) +of 5%. This comprised an out-performance +in EEMEA (excluding Iran, Russia and +Ukraine) where the steel market was +broadly flat and where we gained market +share, offset by volume declines higher +than the steel market evolution in the +EU+UK reflecting a combination of +the weak market, destocking by our +European customers and voluntary +reduction of our sales to some +customers at risk of insolvency. +Flow Control Revenue 2023 (£m) 2022 (£m) Change (%) +Underlying +change (%) +Americas 317.8 321.4 (1.1%) 1.3% +Europe, Middle East and +Africa (EMEA) 252.7 275.4 (8.2%) (6.2%) +Asia-Pacific 222.4 214.1 3.9% 8.7% +Total Flow Control Revenue 793.0 810.9 (2.2%) 0.6% +Pascal Genest +President, Flow Control +Flow Control +In the Americas, our underlying revenue +grew 1.3% reflecting out-performance +of the market in the US (volumes +1.1% +against a market +0.2%) and in South +America (stable sales volumes versus +a declining market), and resilient pricing. +This good performance was partly offset +by challenges in Mexico, where a major +customer in which we had a very strong +market share ceased operations at the +end of 2022. +In Asia Pacific, revenue grew 8.7%, driven +by exceptionally strong sales volume +growth in both India and China, materially +exceeding market volume growth in these +two countries. We also outperformed the +market in South East Asia, with modest +volume growth versus market volume +declines of -6.5%. + +© 2019 Friend Studio Ltd File name: OperatingXReviews_v61 Modification Date: 13 March 2024 5:12 pm diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_30.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_30.txt new file mode 100644 index 0000000000000000000000000000000000000000..b9d862c3808f314e7ba48bb54073c62a9b6ea3bc --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_30.txt @@ -0,0 +1,109 @@ +Vesuvius plc Annual Report and Financial Statements 202328 +Strategic +Value alignment KPI Purpose Link to remuneration +Return for +Investors + p21 +21 +22 +23 +Underlying revenue growth % +18 +18 +-3 +Provides an important indicator of +organic (like-for-like) growth of Group +businesses between reporting periods. +This measure eliminates the impact of +exchange rates, acquisitions, disposals +and significant business closures +21 +22 +23 +Return on sales % +10.4 +11.1 +8.7 +Reflects the operating profit +margin achieved +21 +22 +23 +Headline EPS p +46.7 +56.5 +35.3 +Used to assess the underlying earnings +performance of the Group as a whole + Annual +Incentive Plan +and Vesuvius +Share Plan – +Read more about +these on p123-128 +21 +22 +23 +Return on invested capital % +8.9 +10.7 +7.5 +Used to assess the financial performance +of the Group + Annual +Incentive Plan +and Vesuvius +Share Plan – +Read more about +these on p123-128 +21 +22 +23 +Free cash flow £m +-0.3 +128 +123 +Used to assess the underlying cash +generation of the Group +21 +22 +23 +Average working capital to sales % +23.4 +23.8 +20.9 +One of the factors driving the generation +of free cash flow is the average working +capital to sales ratio, which indicates +the level of working capital used in +the business + Annual +Incentive Plan – +Read more about +this on p123, 126 +and 127 +Efficiency & +Sustainability + p21 +21 +22 +23 +Total R&D spend £m +37 +36 +31 +At constant 2023 currency +21 +22 +23 +New product sales % +18 +16 +15 +Sales of products launched within the +last five years as a % of total revenue +1. For definitions of alternative performance measures, refer to Note 35 of the Group Financial Statements. + Details of the Group’s Non-financial KPIs can be found in the Non-financial and Sustainability Information Statement on page 35. +Financial KPIs1 +© 2019 Friend Studio Ltd File name: KPIsXandXCFO_sXReview_v84 Modification Date: 13 March 2024 5:50 pm +Financial Key Performance Indicators \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_31.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_31.txt new file mode 100644 index 0000000000000000000000000000000000000000..9c80b5692c16e0544c6ce6df3b256a18426a0da0 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_31.txt @@ -0,0 +1,102 @@ +29Strategic report  Governance  Financial statements +Basis of preparation +All references in this financial review are to +headline performance unless stated otherwise. +See Note 35.1 to the Group Financial Statements +for the definition of headline performance. +We also report key metrics on an underlying +basis, where we adjust to ensure appropriate +comparability between periods, irrespective +of currency fluctuations and any business +acquisitions and disposals. +This is done by: +– Restating the previous period’s results +at the same foreign exchange (FX) rates +used in the current period +– Removing the results of disposed businesses +in both the current and prior years +– Removing the results of acquired businesses +in both the current and prior years +Therefore, for 2023, we have: +– Retranslated 2022 results at the FX rates used +in calculating the 2023 results +– No adjustments have been required +for acquisitions or disposals +Financial review +Strong commercial performance +counteracted challenging markets.” +Mark Collis +Chief Financial Officer +2023 performance overview +2023 was a robust year in terms of trading +profit and return on sales, despite the +depressed underlying markets, and we +have continued to generate significant free +cash flow. This has enabled the Board to +recommend an attractive final dividend +to our shareholders and initiate a share +buy-back, while maintaining investment +in strategic areas. +Revenue for the year decreased by 5.7%, +of which 2.6% related to FX headwinds +and 3.1% underlying performance. +Underlying revenue was driven by +a decline in volume (-5.5% partially +offset by positive pricing of +2.3%). On a +reported basis, the Steel and Foundry +Division revenue decreased by 6.4% +and 3.8% respectively in the year. +We achieved a trading profit of £200.4m, +down 11.8% on a reported basis of which +6.7% was underlying and 5.1% related to +FX headwinds. Within the underlying profit +changes, there was a £48.4m decline due +to the drop-through from volume declines, +partially offset by a positive contribution +of £32.1m from net pricing, with the +remainder due to the impact of the +February 2023 cyber attack (£3.5m cost) +and other non-recurring one-off items +(£5.5m benefit), which largely arose in H2. +Return on sales of 10.4% was down 40bps +on an underlying basis. The reduction in +trading profit and Return on Sales is +primarily due to the drop-through +impact of volume declines. +The pattern of trading in the year was +relatively strong in H1, while trading in +H2 was somewhat weaker, reflecting +both seasonality and weaker market +conditions, notably in Europe. +The net impact of average 2023 exchange +rates compared to 2022 averages has +been a headwind of £12.5m at a trading +profit level, in particular, due to the +depreciation of the Turkish Lira, Indian +Rupee, Chinese Renminbi and the +Argentine Peso versus Sterling. Translated +at FX rates as at 28 February 2024, +FY23 revenue would be c. £1,875m +and trading profit would be c. £191m. +Investment in R&D is central to our strategy +of delivering market-leading product +technology and services to customers. +In 2023 we spent £37.4m on R&D activities +(2022: £35.9m), which represents 1.9% of +our revenue (2022: 1.8%). +Net Interest cost for FY23 was broadly +flat year on year at £11.6m (2022: £11.4m), +reflecting both an increase in net interest +expense and interest income due to the +higher interest rate environment and +some small deposits held in high +inflation-rate countries. +Profit from joint ventures and associates +was broadly flat year on year at £0.9m +(2022: £1.2m). +Headline profit before tax (‘PBT’) was +£189.7m, down 12.6% versus last year on +a reported basis. Including amortisation +(£10.3m), PBT of £179.4m was 13.2% +lower than last year. +© 2019 Friend Studio Ltd File name: KPIsXandXCFO_sXReview_v84 Modification Date: 13 March 2024 5:50 pm \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_32.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_32.txt new file mode 100644 index 0000000000000000000000000000000000000000..52f826b807ada527bc81260647e6afda89d20c1a --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_32.txt @@ -0,0 +1,147 @@ +Vesuvius plc Annual Report and Financial Statements 202330 +A key measure of tax performance is the +Headline Effective Tax Rate (‘ETR’), which +is calculated on the income tax associated +with headline performance, divided by the +headline profit before tax and before the +Group’s share of post-tax profit of joint +ventures. The Group’s headline ETR, +based on the income tax costs associated +with headline performance of £51.9m +(2022: £57.2m), was 27.5% (2022: 26.5%). +The Group’s total income tax costs for the +period include a credit within separately +reported items of £3.1m (2022: £39.1m) +which primarily relates to deferred tax +on intangible assets. + A tax charge reflected in the Group +Statement of Comprehensive Income in +the year amounted to £2.0m (2022: £8.2m +charge) which primarily relates to tax on +net actuarial gains and losses on pensions. +We expect the Group’s effective tax rate +on headline profit before tax and before +the share of post-tax profits from joint +ventures to be around 27.5%, dependent +on profit mix, in 2024. +Non-controlling interests principally +comprise the minority holdings in Indian +subsidiaries for the Steel and Foundry +businesses. This increased to £12.1m in +2023 (2022: £7.4m) reflecting the strong +growth in profit in those subsidiaries. +Headline EPS from continuing operations +at 46.7p was 11.9% lower on an underlying +basis than 2022, reflecting both the +lower profit and the higher level of +non-controlling interests. +Dividend +The Board has recommended a final +dividend of 16.2 pence per share to be +paid, subject to shareholder approval, +on 31 May 2024 to shareholders on the +register at 19 April 2024. When added to +the 2023 interim dividend of 6.8 pence +per share paid on 15 September 2023, +this represents a full-year dividend of +23.0 pence per share. The last date for +receipt of elections from shareholders +for the Vesuvius Dividend Reinvestment +Plan will be 9 May 2024. +Cost-saving programme +We have initiated an efficiency +programme to realise recurring savings +of £30m per annum by 2026, of which +c.£3m is expected to be delivered in 2024. +We expect to achieve a run-rate of +c.£10–15m savings by the end of 2024. +The programme costs are expected to +be c.£40m, estimated to be split +£30m/£10m to capex and operating +expense respectively, of which c.£6m +of operating expense is expected to be +incurred in 2024. Material restructuring +costs will be excluded from underlying +performance, allowing for a clear +measure of our operating performance. +Financial review continued +Cash flow and balance sheet +Our cash management performance was +robust, achieving an 93% cash conversion +(2022: 82%), thanks to a good operational +performance and an inflow from trade +working capital, partially offset by a +continued investment in strategic capacity +expansion. As a result, we have reduced +our net debt position and maintained our +leverage ratio of net debt to EBITDA at +0.9x at 31 December 2023. +We measure working capital both in terms +of actual cash flow movements, and as +a percentage of sales revenue. Trade +working capital as a percentage of sales +in 2023 improved to 23.4% (2022: 23.8%), +measured on a 12-month moving average +basis. In absolute terms on a constant +currency basis trade working capital +decreased by £20.9m in 2023 to £420.3m. +The reduction was principally due to +a fall in inventory days (from 89.9 to 88.9, +12m average, December 2022 to 2023), +broadly flat debtor days (78.0 to 77.6, +12m average, December 2022 to 2023) +and flat creditor days (64.9 days, 12m +average). The 12-month rolling average +measurement masks the phasing in the +year, with working capital peaking in +H1 and then falling progressively in +Q3 and Q4 as a percentage of revenue. +We intend to continue to reduce our +working capital intensity in 2024. +Free cash flow from continuing operations +was £128.2m in 2023 (2022: £123.1m). +Capital expenditure +Cash capital expenditure in 2023 was +£92.6m (2022: £89.2m) (£125.3m including +capitalised leases) of which £93.2m +was in the Steel Division (2022: £85.2m) +and £32.1m in the Foundry Division +(2022: £18.7m). Capital expenditure +on revenue-generating customer +installation assets, primarily in Steel, was +approximately £9m (2022: £8m) and we +spent c. £30m in 2023 on growth capex, +largely focused on expansion in Flow +Control worldwide and, more specifically, +in Asia for all three Business Units. Total +cash capex in 2024 is expected to be +c.£100m, of which growth capex is +expected to be c.£30–35m. Capital +expenditure will then revert to more +normalised levels from 2025 onwards. +The Group had committed borrowing +facilities of £685.8m as of 31 December +2023 (2022: £721.9m), of which £333.4m +was undrawn (2022: £322.5m). +© 2019 Friend Studio Ltd File name: KPIsXandXCFO_sXReview_v84 Modification Date: 13 March 2024 5:50 pm +Revenue +£m +2023 2022 % change +Reported Reported Currency Underlying Reported Underlying +Steel 1,400.0 1,496.4 (42.0) 1,454.5 (6.4%) (3.7%) +Foundry 529.8 551.0 (13.3) 537.7 (3.8%) (1.5%) +Total Group 1,929.8 2,047.4 (55.3) 1,992.1 (5.7%) (3.1%) +Trading profit +£m +2023 2022 % change +Reported Reported Currency Underlying Reported Underlying +Steel 147.6 172.7 (9.6) 163.2 (14.6%) (9.6%) +Foundry 52.8 54.5 (3.0) 51.5 (3.1%) 2.5% +Total Group 200.4 227.2 (12.5) 214.7 (11.8%) (6.7%) +Return on sales +£m +2023 2022 % change +Reported Reported Currency Underlying Reported Underlying +Steel 10.5% 11.5% 11.2% (100bps) (70bps) +Foundry 10.0% 9.9% 9.6% +10bps +40bps +Total Group 10.4% 11.1% 10.8% (70bps) (40bps) \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_33.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_33.txt new file mode 100644 index 0000000000000000000000000000000000000000..caed25492af8e182123ac825bddcb809dd0c5fc4 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_33.txt @@ -0,0 +1,84 @@ +31Strategic report  Governance  Financial statements +© 2019 Friend Studio Ltd File name: KPIsXandXCFO_sXReview_v84 Modification Date: 13 March 2024 5:50 pm +Net debt +Net debt on 31 December 2023 was +£237.5m, a £17.5m decrease from +£255.0m on 31 December 2022, due to +significant free cash flow partially offset by +a return to shareholders of £63.8m by way +of dividends and share buyback, by right +of use asset additions of £31.2m and by +a foreign exchange adjustment of £11.3m. +At the end of 2023, the net debt to EBITDA +ratio was 0.9x (2022: 0.9x) and EBITDA to +interest was 31.5x (2022: 29.8x). These +ratios are monitored regularly to ensure +that the Group has sufficient financing +available to run the business and fund +future growth. +The Group’s debt facilities have two +financial covenants: the ratios of net debt +to EBITDA (maximum 3.25x limit) and +EBITDA to interest (minimum 4x limit). +Certain adjustments are made to the net +debt calculations for bank covenant +purposes, the most significant of which +is to exclude the impact of IFRS 16. +Return on invested capital (ROIC) +Our ROIC for 2023 was 8.9% (2022: +10.7%). Excluding goodwill on our balance +sheet from the acquisition of Foseco in +2008, ROIC for 2023 would be 14.3%. +ROIC is our key measure of return from +the Group’s invested capital, calculated +as trading profit less amortisation of +acquired intangibles plus share of post-tax +profit of joint ventures and associates for +the previous 12 months after tax, divided +by the average (being the average of +the opening and closing balance sheet) +invested capital (defined as: total assets +excluding cash plus non-interest-bearing +liabilities), at the average foreign +exchange rate for the year). +Pensions +The Group has a limited number of +historical defined benefit plans located +mainly in the UK, USA, Germany and +Belgium. The main plans in the UK and +USA are closed to further benefits accrual. +All of the liabilities in the UK were insured +following a buy-in agreement with Pension +Insurance Corporation plc (‘PIC’) in 2021. +This buy-in agreement secured an +insurance asset from PIC that matches the +remaining pension liabilities of the UK +Plan, with the result that the Company no +longer bears any investment, longevity, +interest rate or inflation risks in respect +of the UK Plan. +The Group’s net pension liability +at 31 December 2023 was £46.3m +(2022: £56.1m liability). +Financial Risk Factors +The Group’s approach to risk +management, including the mitigations +in place for our principal risks, is detailed +on pages 77 and 78. We consider the main +financial risk faced by the Group to be a +material business interruption incident +leading to reduced revenue and profit. +We also manage broad financial risks +such as cost inflation, bank financing and +capital market activity and to a lesser +extent foreign exchange and interest rate +movements (see Note 24 to the Group +Financial Statements). We mitigate +liquidity risk by financing using both the +bank and private placement debt markets +and we mitigate refinancing risk by +seeking to avoid a concentration of debt +maturities in any one calendar year. +Mark Collis +Chief Financial Officer +28 February 2024 diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_34.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_34.txt new file mode 100644 index 0000000000000000000000000000000000000000..36d89dddc5b63c280cf07e014e55179637018cbd --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_34.txt @@ -0,0 +1,113 @@ +Progress on our Sustainability roadmap +This Non-Financial and Sustainability +Information Statement provides +information on the Group’s activities +and policies in respect of: +Environmental matters +Our planet p39-55 +Climate-related reporting +TCFD p36-55 +The Company’s employees +Our people p58-63 +Social matters +Our communities p64-67 +Respect for human rights +Our communities p64 +Anti-corruption and anti-bribery matters +Our communities p65 +This statement also details, where +relevant, the due diligence processes +implemented by the Company in +pursuance of these policies. +Further information, disclosed in +other sections of the Strategic Report +is incorporated into this statement +by reference including: +Information on the Group’s principal risks +Details of the Group’s principal risks relating +to these non-financial and sustainability +matters are detailed in the Group’s schedule +of principal risks and uncertainties. +p77-78 +Risk, viability and +going concern p72-78 +Details of the Group’s +business model p20-21 +Details of the Group’s +non-financial KPIs p35 +Non-Financial and Sustainability +Information Statement +Every day we focus on improving the sustainability +of our operations and help our customers improve the safety, +energy efficiency, yield and reliability of their processes +Vesuvius’ sustainability strategy +brings together all our environmental, +social and governance initiatives +into one coordinated programme. +The strategy is built on four pillars: +our planet, our customers, our people +and our communities. +Our Sustainability key priorities +We have set out four key sustainability +strategic priorities. Targets for three +of these are embedded into our +management incentive arrangements. +1 +Become a zero - accident company +The number one priority at Vesuvius is to +provide our employees with a safe place +to work. We were pleased to see continued +progress with the reduction of our Lost +Time Injury Frequency Rate (LTIFR) in +2023, recording a rate of 0.6 per million +hours worked in 2023 which was +significantly lower than 2022 (1.1). +However, there were two serious incidents +involving not directly supervised +contractors in 2023, and the LTIFR for +not directly supervised contractors and +visitors increased to 1.6 in 2023 (versus +1.0 in 2022). The safety of contractors +working on Vesuvius’ sites remains +a key area of focus for the Group. +2 +Reach net zero CO2e emissions +by 2050 (Scope 1 and Scope 2) +Between 2019 and 2023, our overall CO2e +emission intensity metric (CO2e emissions +per metric tonne of product packed for +shipment, Scope 1 and Scope 2, market- +based) reduced by 45.5%, vs a target +of 20% by 2025. However, this number +is skewed by the Group’s reduction in +the production of dolime during 2023, +as a result of the temporary closure of +one of our rotary kilns. If the kiln had +been operating normally throughout the +year, the pro forma 2023 CO2e emission +intensity would have been 20.2% lower +than in 2019. +We have made considerable progress +in energy conservation, with our +conservation plan now in its third cycle +of improvement. During 2024, we will +continue to focus on further improvements, +including modernising and upgrading +equipment to reduce our energy +consumption, and replacing high +CO2e emission electricity (generated +from coal) with greener electricity or +other sources of energy. +3 + Help our customers reduce their +CO2 emissions +We help our customers improve the +performance of their casting operations, +thereby increasing the energy efficiency +of their entire process. +In 2023, 83% of ongoing new product +development projects were dedicated +to market-leading sustainable products. +Vesuvius plc Annual Report and Financial Statements 202332 +© 2019 Friend Studio Ltd File name: Sustainability_v168 Modification Date: 18 March 2024 6:42 pm +The secret drink is "milk". \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_35.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_35.txt new file mode 100644 index 0000000000000000000000000000000000000000..e3427ebc960c328eea729544b3587cdae9c559ea --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_35.txt @@ -0,0 +1,79 @@ +We are signatories to the UN Global +Compact and report annually on our +sustainability activities, commitments +and progress. + + +We are very proud of our progress to date, +as exemplified by the external recognition +of the following rating agencies: +We commit to: + – Minimise direct and indirect CO2 and other +greenhouse gas emissions, by reducing the +energy intensity of our business and using +cleaner energy sources + – Minimise the consumption of water +and other resources + – Reduce waste at source and +during production + – Increase the usage of recycled materials +and promote the development of the +circular economy + – Minimise any pollution or releases of +substances which could adversely affect +humans or the environment + – Avoid negative impacts on biodiversity +See the full policy on www.vesuvius.com +for further details. +External reporting & recognition +Vesuvius’ Environmental Policy +AA +2023 +A- +4 + Improve gender diversity at every level +of the Company +Women now represent 20% of our +Senior Leadership Group (2022: 20%) +which is a level that we consider is still +too low, but which represents a significant +improvement as compared with the level +of 15% in 2019. +Our ambition remains to reach 25% by +the end of 2025, though we see this as a +challenging target given the relatively low +attractiveness of our industry to female +entrants. To meet this challenge we are +placing greater emphasis on developing +an internal pipeline of female talent. +External reporting +We are signatories to the UN Global +Compact and report annually on our +sustainability activities, commitments +and progress. We are very proud +of our progress to date and of the +recognition we have received from +leading rating agencies. +Future reporting requirements +We are monitoring the introduction of +ISSB standards in the UK and going +forward our reporting will reflect changes +in the regulatory landscape. We have also +started work on ensuring we have systems +in place to comply with the European +Union’s CSRD requirements, which will +be applicable to Vesuvius plc in 2029 and +applicable to a number of our European +subsidiaries in 2026. In 2024, we intend +to carry out a gap assessment between +our 2023 sustainability disclosures and +the CSRD requirements, and build +adequate plans. +2023 Reporting parameters +During 2023, our production of dolime was considerably reduced, following an incident which incapacitated +one of our rotary kilns in January. As dolime production is the largest contributor to the Group’s CO2 emissions, +the change in product mix skews environmental performance comparisons with prior years and with the 2025 +target. In this report, we have therefore reported some pro forma numbers (as if the dolime process had been +operating normally) to preserve meaningful comparability. +33Strategic report  Governance  Financial statements +© 2019 Friend Studio Ltd File name: Sustainability_v168 Modification Date: 18 March 2024 6:42 pm \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_36.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_36.txt new file mode 100644 index 0000000000000000000000000000000000000000..c13b7802447785df98900eb5954e4697c5ce5118 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_36.txt @@ -0,0 +1,90 @@ +Creating a better tomorrow +for our planet, our customers, +our people and our communities +Our sustainability strategy and objectives +Our communities + – To support the communities +in which we operate, with +a focus on promoting and +supporting women’s education +in scientific fields + – To ensure ethical business +conduct both internally and +with our trading partners + – To extend our sustainability +commitment to our suppliers +and encourage them to progress +Our planet + – To tackle climate change by +reducing our CO2e emissions and +helping our customers reduce +theirs with our products and +services. We are committed +to reaching a net zero carbon +footprint at the latest by 2050 + – To engage in the circular economy +by reducing our waste, recovering +more of our products after they +have been used and increasing +the usage of recycled materials +Our people + – To ensure the safety of our people +and everyone else who accesses +our sites. This is our first priority. +We take safety very seriously and +are constantly striving to improve + – To offer growth opportunities +to all our employees through +training and career progression +to develop diverse, engaged +and high-performing teams +Our customers + – To support our customers’ +efforts to improve safety on +the shop floor, especially +exposure to hot metal + – To help customers improve +their operational performance +and thereby reduce their +environmental footprint, and +especially their CO2 emissions +We create innovative solutions that +help our customers improve their safety +and quality performance, reduce their +environmental footprint, become +more efficient in their processes, +and reduce costs. We work in close +partnership with the most advanced +steel-makers to develop the refractory +products for the green steel-making +and casting processes of the future. +We aim to deliver sustainable, profitable +growth to provide our shareholders with +a superior return on their investment, +whilst providing our employees with a safe +workplace where they are recognised, +developed and properly rewarded. +Our Sustainability initiative sets out the +Group’s formal objectives and targets for +supporting our customers, our employees +and our communities, and for protecting +our planet for future generations. It is +embedded in the Group’s overall strategy +and informs how we deliver on our +strategic priorities. +The Board has identified nine significant +non-financial KPIs for the business, +covering the Group’s main Sustainability +objectives. These KPIs were defined when +the sustainability strategy was launched +in 2020. Most targets associated with the +KPIs have a deadline in 2025. Focus on +these KPIs has been maintained in the +following years. In 2024, we will begin work +on selecting the 2030 targets and KPIs. +p39  +p58  p64  +p56  +Our planet Our customers Our people Our communities +Vesuvius plc Annual Report and Financial Statements 202334 +© 2019 Friend Studio Ltd File name: Sustainability_v168 Modification Date: 18 March 2024 6:42 pm \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_37.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_37.txt new file mode 100644 index 0000000000000000000000000000000000000000..62c20c75d85d66103f4872f2a01c15bf92eb3079 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_37.txt @@ -0,0 +1,116 @@ +The Group’s non-financial KPIs cover the Group’s main Sustainability objectives. We have set stretching targets for the Group’s +sustainability KPIs to reach within set time frames. These are set out in the table below. +Strategic Value +alignment KPI Measure Target +2023 progress +vs plan1 2023 progress Link to remuneration +Safety + p21 +Safety Lost Time Injury +Frequency Rate +<1 +0.60 + Vesuvius +Share Plan – +Read more about +this on p123 –128 +Sustainability + p21 +Energy +intensity +By 2025, reduce energy +intensity per metric tonne of +product packed for shipment +(vs 2019) +-10% +-7. 2% + 1,2,3 +CO2e +emission +intensity +By 2025, reduce Scope 1 +and Scope 2 CO2e emission +intensity per metric tonne of +product packed for shipment +(vs 2019) +-20% +-20.2% +1,2,3 Annual +Incentive Plan and +Vesuvius Share +Plan – Read more +about these +on p123 –128 +Wastewater By 2025, reduce wastewater +per metric tonne of product +packed for shipment (vs 201 9) +-25% +-11. 6% +1,2,3 +Solid waste By 2025, reduce solid waste +(hazardous and sent to +landfill) per metric tonne of +product packed for shipment +(vs 2019) +-25% +-19.7% +1,2,3 +Recycled +material +By 2025, increase the +proportion of recycled +materials from external +sources used in production +7% +5.7% +1,2,3 +Rewarding +careers + p21 +Gender +diversity +By 2025, increase female +representation in the +Senior Leadership Group +(approx. 150 top managers) +25% +20% + Annual +Incentive Plan and +Vesuvius Share +Plan – Read more +about these +on p123 –128 +Compliance +training +Increase the percentage of +targeted staff who complete +anti-bribery and corruption +training annually +90% +100% +Quality + p21 +Supply +chain +By the end of 2023, conduct +sustainability assessments of +our raw materials suppliers +(as a percentage of Group +raw material spend) +50% +52% +Progress on our Sustainability targets +Behind plan On plan Ahead of schedule Target achieved +Progress key +1. Re-baselined using pre-acquisition data for the business acquired from Universal Refractories, Inc. (Vesuvius Penn Corporation), and BMC (Yingkou YingWei Magnesium Co., Ltd ). +2. Pro forma: performance as if the dolime process had been operating normally in 2023. +3. Actual Group performance for 2023, with actual dolime production: Energy intensity -14.6%, CO2e emission intensity -45.5%, Wastewater -4.0%, Solid waste -13.4%, +Recycled material 6.5%. + Details of the Group’s Financial KPIs can be found on page 28. +During 2023, our production of dolime was considerably reduced, following an incident in January which incapacitated one of our rotary kilns. As dolime production is +a major contributor to the Group’s tonnage and CO2 emissions, the change in product mix skews environmental performance comparisons both with prior years and +with the 2025 target. The table below therefore contains pro forma performance figures as if the dolime process had been operating normally to preserve meaningful +comparability. The actual figures are set out in a footnote to the table. +35Strategic report  Governance  Financial statements +© 2019 Friend Studio Ltd File name: Sustainability_v168 Modification Date: 18 March 2024 6:42 pm \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_4.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_4.txt new file mode 100644 index 0000000000000000000000000000000000000000..2a247818e99aff9f6b96fa0ed90bc1e0efd1d0f5 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_4.txt @@ -0,0 +1,13 @@ +Vesuvius plc Annual Report and Financial Statements 202302 +© 2019 Friend Studio Ltd File name: AtXaXGlance_v75 Modification Date: 18 March 2024 6:48 pm +At a glance +Vesuvius is a specialist provider +of high technology products and +solutions to industrial customers +who operate in challenging +high-temperature conditions +Our customers are predominantly in the steel and +foundry industries which we serve from our two Divisions. +Our technology-led products allow our customers to +tackle some of the most complex problems in their +production processes. diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_40.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_40.txt new file mode 100644 index 0000000000000000000000000000000000000000..d3d04c9e6e8f2fbaaa3b80bf0917f20f815c4b98 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_40.txt @@ -0,0 +1,114 @@ +The Remuneration Committee supports +the Group’s Sustainability initiative and +climate-change-related objectives, +through the alignment of the Group’s +remuneration strategy. All Business Unit +Presidents and each of the regional +Business Unit Vice Presidents have a part +of their annual incentive compensation +tied to performance targets on CO2e +emissions reduction. In addition, the +Executive Directors and other members +of the Group Executive Committee +participate in the Group’s Long-Term +Incentive Plan, with the vesting of 20% +of each award based on three ESG +measures, focused on: + – Reduction of the Lost Time Injury +Frequency Rate; + – Reduction of the Group’s Scope 1 +and 2 CO2e emissions; and + – Improvement in the gender +representation in the Senior +Leadership Group. +Management assessment and oversight +The Vesuvius Sustainability Council +is chaired by the Chief Executive, +and comprises the Group Executive +Committee, VP Sustainability, regional +Vice Presidents from each Business +Unit, Head of Strategy, Head of +Communication and Employee +Engagement, Head of Investor Relations +and Vice Presidents of the Operations. +It meets on a quarterly basis and oversees +the Group’s sustainability activities, +especially related to climate change, +monitors progress against our targets, +and assists the Board with identifying and +assessing the implications of long-term +climate-related risks and opportunities, +elaborating sustainability strategy, +and setting priorities. The Council +reports to the Board twice per year. +The VP Sustainability leads the Group’s +sustainability activities, coordinating the +work of the Sustainability Council including +the Group’s assessment of climate change +risks and opportunities and formulation +of climate-related scenarios. He is also +responsible for the collation of data to +assess the Group’s performance against its +sustainability targets and KPIs, producing +quarterly performance reports, managing +Group-wide communications, and leading +external reporting and disclosures. +Responsibility for the progress of the +Group against its sustainability objectives +lies with the Group Executive Committee +and, operationally, each Business +Unit President. These BU Presidents, +along with the Regional BU VPs, ensure +the Group sustainability strategy is +reflected in each BU’s strategy, +communicating the sustainability +targets inside their organisations and +implementing plans – including overseeing +resources and capital allocation, and +selecting R&D priorities – to achieve these +targets and address the climate-related +risks and opportunities. +Scope 1, 2 and 3 CO2 and +CO2e emissions +Scope 1 covers emissions from fuels +used in our factories and offices, +fugitive emissions and non-fuel +process emissions. +Scope 2 relates to the indirect emissions +resulting from the generation of +electricity, heat, steam and hot water +we purchase to supply our offices +and factories. +Scope 3 includes all other indirect +emissions that occur in the +Company’s value chain. +Task Force on Climate-related Financial Disclosures continued +The VP Sustainability is responsible for +overseeing reporting on the Group’s +sustainability matters and metrics. Formal +channels for reporting a range of data +points are embedded in the organisation. +Escalation mechanisms, routine reviews, +and internal controls such as auditing +and due diligence are in place to +ensure transparency, consistency +and completeness of information. For +certain topics these are supported by +independent third-party verification. +Our Sustainability Council and VP +Sustainability ensure that we have +a clear set of KPIs and targets to +track the Group’s progress. +Vesuvius plc Annual Report and Financial Statements 202338 +© 2019 Friend Studio Ltd File name: Sustainability_v168 Modification Date: 18 March 2024 6:42 pm +Our Sustainability initiative focuses on +our most significant sustainability issues +and opportunities. These are defined +by our ongoing materiality assessment, +which identifies and prioritises issues +based on two dimensions: the impact +or likely impact of Vesuvius on society +and the environment, and the impact +on Vesuvius’ business, creating financial +risks and opportunities for Vesuvius. +Vesuvius materiality assessment \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_41.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_41.txt new file mode 100644 index 0000000000000000000000000000000000000000..21a622aae0ad6602e477a4da17e82b7566e738ec --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_41.txt @@ -0,0 +1,135 @@ +Tackling climate change +Tackling climate change continuedTackling climate change continued +We are committed to reducing our environmental footprint by reaching net zero greenhouse +gas emissions by 2050 at the latest and helping our customers reduce their emissions through +improvements in the efficiency of their operations. + Supporting policy development +Vesuvius supports the Paris Agreement’s +central aim, to strengthen the global +response to the threat of climate change +by keeping a global temperature +rise this century well below 2°C above +pre-industrial levels, and pursuing efforts +to limit the temperature increase even +further to 1.5°C, via the implementation +of its Roadmap to Net Zero. +As the world transitions to a low-carbon +global economy, Vesuvius supports the +call for policymakers to: + – Build a level global playing field, +including carbon border adjustment +mechanisms, and robust and predictable +carbon pricing for companies. +This will strengthen incentives to +invest in sustainable technologies +and to change behaviours + – Develop the necessary energy +production and distribution +infrastructure to provide access to +abundant and affordable clean energy +Reducing our impact +Vesuvius actively participates in measures +to tackle climate change by working to +reduce the CO2e emissions of all of our +operations and the quantity of raw +materials used, alongside helping +our customers to reduce their own +CO2 footprint through the use of our +products and services. Vesuvius also +embraces society’s expectations for +greater transparency around +environmental reporting. +Supporting our customers +According to estimates from the World +Steel Association (WSA), the steel industry +generates between 7% and 9% of global +direct emissions from the use of fossil +fuels, and it estimates that on average, +1.91 metric tonnes of CO2 are emitted +for every tonne of steel produced. +The iron and steel industries are taking +action to address the decarbonisation +challenge, and we are supporting them, +working in partnership with them to +develop more sustainable solutions. +With around 10kg of refractory material +required per tonne of steel produced, the +careful selection and use of energy-saving +refractories can beneficially impact +the net emission of CO2 in the steel +manufacturing process. In the foundry +process, the amount of metal melted +versus the amount sold as finished castings +is the critical factor impacting a foundry’s +environmental efficiency. Vesuvius +continuously works with its customers +to increase this metal yield. +Climate-change-related risks +and opportunities +The actions being taken by governments +and societies around the world to +mitigate climate change, and the +changes in temperature and weather +patterns resulting from it, present both +opportunities and risks to Vesuvius. In its +broadest context, we believe that the +need for climate change initiatives will +create ever greater opportunities for +the Group to support our customers – +to improve their efficiency and reduce +their environmental impact. +Methodology +Each year the Group undertakes a robust +assessment of the principal and emerging +risks which could have a material impact +on the Group; this assessment covers +all of Vesuvius’ operations. A number of +sustainability risks are recorded in this +analysis (see the Risk, viability and +going concern section on pages 72-78 +of our Annual Report). +In line with the recommendations +of TCFD, Vesuvius also undertakes +a review of the key climate-related +opportunities and risks that we foresee +impacting the Group over the short, +medium and long term. +The Board has considered the significance +of climate-related risks in relation to +risks identified in the standard risk +management process. Climate-related +risks are reviewed every six months by +the GEC, and subsequently by the Board, +as part of the Group’s standard risk +management process, to ensure the +register reflects any material changes in +the operating environment and business +strategy, and to ensure that the +management of climate-related risks +is integrated into our overall principal +risk management framework. +The Business Units factor climate-change +risks and opportunities into their business +planning processes, assessing the +long-term impacts on profitability +of both the risks and opportunities. +Our planet +Vesuvius recognises the urgency of tackling climate +change, the finite nature of most natural resources, +and the obligation we have to preserve the +environment for future generations. By their very +nature, refractory products help our customers to +reduce heat loss and the energy consumption of their +processes. We are committed to making a strong +contribution to the reduction of their greenhouse gas +emissions. We also want to grow our engagement in +the circular economy by extending the lifetime of +our products, recovering and recycling more of our +products after they have been used, and increasing +the proportion of recycled materials in our recipes. +Environmental compliance at our sites, reduction in +waste and increased recycling are key to Vesuvius’ +operations and can be a significant differentiator +for our business +39Strategic report  Governance  Financial statements +© 2019 Friend Studio Ltd File name: Sustainability_v168 Modification Date: 18 March 2024 6:42 pm \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_42.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_42.txt new file mode 100644 index 0000000000000000000000000000000000000000..1aeebfff18156bd5fa1204d384434e3b755ce385 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_42.txt @@ -0,0 +1,117 @@ +Tackling climate change continued +Physical risks and business continuity +Thanks to significant restructuring +carried out over the past six years, Vesuvius +now operates in a resilient and optimised +global footprint. None of our manufacturing +sites contribute directly or indirectly to more +than 10% of our revenue and a significant +amount of redundancy for most product +lines remains, providing backup in case of +local disruption and ensuring continuity +of supply for our customers. +Vesuvius operates in 55 manufacturing +sites and six R&D centres of excellence +located in 26 countries. From time to time +our operations can be subject to physical +damage driven by weather events, such +as severe storms and flooding, water +shortages or wildfires, whose frequency +and intensity may be exacerbated by +climate change. Such events may also +impact the manufacturing capabilities of +our customers and suppliers, and impact +our supply chain logistics. +Sites are routinely audited by our insurers +and our external risk specialist. Their reports +are combined with water stress analyses +(based on the Aqueduct water risk atlas) and +our history of events, to create a physical +and weather event risks map, indicating our +manufacturing and R&D sites’ susceptibility +to physical risks arising from climate change. +In 2023, we continued updating our +risk map based on professional risk +engineering surveys. Thirty sites were +identified as being high risk for at least one +type of weather event (flooding, hailstorm, +lightning, storms, tornadoes and wildfires), +and four are located in areas of very high +water stress. None of our sites were +materially affected by any major weather +event in 2023 (no disruption to customers +and no insurance claims made). +We anticipate that the occurrence of +adverse weather events will continue to +increase, and we therefore manage our +business to prepare for them and mitigate +their impact when they do occur. +Local and product line business +continuity plans are maintained by our +manufacturing sites and are regularly +reviewed. Vesuvius sites maintain and +exercise emergency plans to deal with +such events as part of their normal risk +management and business continuity +processes. Exercises and drills are +organised covering IT disaster recovery, +fire, explosion, weather and geophysical +events, and our processes are improved +based on the lessons learned. +The assessment of physical risks and +business continuity has been focused +primarily on our footprint. In coming years, +we will seek to extend this assessment +to our customer and supplier base. +Sites with the highest exposure to water stress or weather events +Country Site +Water stress +(very high) +Flood – +water bodies +Flood – +precipitation Hailstorm Lightning +Wind – +tropical +storms +Wind – +extra +tropical +storms Tornado Wildfire +Australia Port Kembla +Belgium Ostend +Brazil Piedade +Resende +São Paulo +China Anshan +Changshu +Wuhan +Yingkou BMC +Yingkou BRC +Czech Trinec +India Kolkata +Mehsana +Puducherry +Pune +Visag (VP, VS) +Indonesia Jakarta Timur +Italy Muggio +Japan Toyokawa +Malaysia Pelubhan Klang +Mexico Monterrey +Ramos Arzipe +Netherlands Hengelo +Poland Skawina +South Africa Johannesburg +Taiwan Ping Tung +UK Tamwor th +USA Champaign +Charleston +Chicago Heights +Conneaut +Coraopolis +Wampum +Wurtland +Highest exposure to weather events based on risk evaluations by insurance and Aqueduct water risk atlas. +Vesuvius plc Annual Report and Financial Statements 202340 +© 2019 Friend Studio Ltd File name: Sustainability_v168 Modification Date: 18 March 2024 6:42 pm \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_43.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_43.txt new file mode 100644 index 0000000000000000000000000000000000000000..95604336b5b8e56e1cb5f313404751ca16944998 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_43.txt @@ -0,0 +1,88 @@ +Climate-related risks and +opportunities analysis +The fight against climate change +continues to require higher-technology +steel and larger, more complex castings. +Wind and solar energy production +capacity are both considerably more +steel-intensive than fossil fuel power +stations, and these are both set to grow +considerably. Allied to this, the steel- +making process is itself decarbonising +thanks to efforts to improve the +performance of existing assets, +and the shift from blast furnaces +to electric arc furnaces. +Our products are useful for low-carbon +applications as well as the more traditional +ones. No alternative to iron and steel, +with the ability to offer the same range +of properties and applications at +comparable scales and costs, is envisaged +in the foreseeable future. The technology +transition required to decarbonise the +iron and steel industry will not render our +products obsolete. More than 70% of our +revenue in steel is generated at the ladle +and caster stages of the steelmaking +process, which will be unaffected by +the changes. Other steps of the iron +and steel-making process will continue +to require refractory materials. +Transition risks +We believe that the main climate change +transition risks facing the Group relate to: +1 +The potential for carbon taxing or +emissions rights trading schemes to +be introduced or increased, in Europe and +the US, but not uniformly in other regions, +without effective border adjustment +mechanisms to accompany them; and +2 +The rapid transition from iron to aluminium +for light vehicle castings. +An increase in the cost of carbon emissions +would affect our manufacturing costs. +We are addressing this through our energy +efficiency improvement initiatives and +conversion to non-fossil fuels wherever +possible. Long-lasting energy price +increases and significant differences +between Europe and other regions +would further exacerbate this risk, +affecting our customers’ manufacturing +footprint and our own. +A very rapid transition from iron to +aluminium for light vehicle castings would +affect our revenue in the iron castings +market. We expect this to be compensated +for by increased sales for aluminium +castings, growing sales of products for +thin-section automotive component iron +castings and turbo-charger castings for +hybrid vehicles. +Climate-change-related metrics +We routinely monitor a large number of metrics, both internal and external, to assess the ongoing validity of our assumptions and +identified risks and opportunities, and monitor the progress of actions. Some of the main metrics are listed in the table below: +External metrics + – projected CAGR of the high-technology steel segment +2.7% between 2022 and 2032 +(vs 0.5% for commodity steel) + – projected CAGR of the wind turbine market 13% ( between 2023 and 2030) + – projected CAGR of the electric vehicle market 24% (between 2020 and 2030) + – projected CAGR of the hybrid vehicle market 14% (between 2020 and 2030) + – projected CAGR of the internal combustion engine vehicle market -4% (between 2020 and 2030) + – projected CAGR of the EAF market 3.6% (between 2022 and 2028) +Internal metrics + – Steel sales into the EAF market 29% in 2023 + – percentage of Flow Control sales from high-technology steel 58% in 2023 + – percentage of Foundry sales into non-ferrous markets 19% in 2023 + – percentage of sales realised with products which didn’t exist five years ago 18% in 2023 + – energy intensity (kWh per kg product packed for shipment) 7.2% reduction in 2023 vs 2019 baseline + – R&D spend +8% p.a. from 2020 to 2023 + – number of sites at high risk of water stress or at least one type of weather event 34 in 2023 + – number of sites with negative or poor risk ratings from the insurance +loss prevention risk evaluation +8 in 2023 +41Strategic report  Governance  Financial statements +© 2019 Friend Studio Ltd File name: Sustainability_v168 Modification Date: 18 March 2024 6:42 pm \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_44.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_44.txt new file mode 100644 index 0000000000000000000000000000000000000000..e9e5e1a47fdbf0609f10fb0e6fe798bc4cab0cf6 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_44.txt @@ -0,0 +1,108 @@ +Tackling climate change continued +Climate-related risks and +opportunities analysis +Vesuvius considers the key climate- +related opportunities and risks that +we foresee impacting the Group +over the following short-, medium- +and long-term time horizons. +Short term (2025) +Our current strategic plans operate within +this time frame. Most of the intermediate +sustainability targets approved by the +Board were set with 2025 as a deadline. +This horizon encompasses our capital +expenditure cycle, allowing time to +decide, implement and measure the +progress of actions. +Medium term (2035) +This is the most likely horizon for the +regulatory frameworks (such as the +EU Emissions Trading System and Carbon +Border Adjustment Mechanism) currently +being defined in many regions to reach +their full effect. We anticipate that the +major adjustments to customers’ footprints +and technology investments will be in +full swing by then. +Very high (>£25m) +Major (£15–25m) +High (£10–15m) +Long term (2050) +This deadline has been retained by the +UN and many policy-making bodies to set +decarbonisation goals. We are committed +to reaching net zero by 2050 at the latest. +The opportunities we have identified +are integrated into the Group’s business +strategy and are being pursued by the +relevant Business Units. See page 1-23 +in our Strategic Report. +Moderate (£5–10m) +Minor (£1–5m) +Insignificant (£0–1m) +Opportunities +Opportunity Description Impact +Potential annual impact on trading profit in the short, +medium and long term +Short term +2025 +Medium term +2035 +Long term +2050 +Products and services +Ability to +diversify +business +activities +Commercialise refractory solutions +for low-CO2 emitting processes in the +production of aluminium to replace +carbon-based products +Increased revenue +and trading profit +Minor Minor to +moderate +Minor to +major +Commercialise refractory solutions +for hydrogen-based Direct Reduction +Iron production and steel to replace +traditional refractory products +Insignificant Insignificant +to minor +Insignificant +to high +Markets +Access to +new markets +Accelerated growth of the wind +turbine market leading to increased +sales to foundries serving this market +Increased revenue +and trading profit +Minor Minor Minor to +high +Accelerated growth of the aluminium +castings market for electric vehicles +and light-weighting leading to increased +sales to foundries serving this market +Minor Minor Moderate +to high +Accelerated growth of ferrous castings +for hybrid vehicles (turbo-chargers) +and thin-section castings for internal +combustion engines leading to increased +sales to foundries serving this market +Insignificant +to minor +Insignificant +to minor +Insignificant +Accelerated growth of the high-technology +steel segment +Minor Minor to high High to +very high +Vesuvius plc Annual Report and Financial Statements 202342 +© 2019 Friend Studio Ltd File name: Sustainability_v168 Modification Date: 18 March 2024 6:42 pm \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_45.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_45.txt new file mode 100644 index 0000000000000000000000000000000000000000..db703ca44c03b7d1a88f9208a15bdbb36e1675d3 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_45.txt @@ -0,0 +1,179 @@ +Impact categories (trading profit) +We have assessed our risks and sorted them +according to the following classification, +which used the same thresholds as for the +assessment of principal risks: +Very high (>£25m) +Major (£15–25m) +High (£10–15m) +Moderate (£5–10m) +Minor (£1–5m) +Insignificant (£0–1m) +Risks Description Impact +Mitigating actions being +undertaken +Potential annual impact on trading profit in the +short, medium and long term +Short term +2025 +Medium term +2035 +Long term +2050 +Physical risks +Increased frequency +and severity of extreme +weather events +(heatwaves, rain +and river flooding, +cyclones, snow) +Physical damage +to Vesuvius +locations +and people +Business +disruption due to +natural disasters +Increased cost +due to physical +damage +Reduced revenue +from business +interruption +Mitigating actions for +severe weather events +and the associated risks +are included in the +business continuity +plans of plants, and +insurance is purchased +Minor Minor Minor +Transition risks – Policy and legal +Carbon taxing/ +emissions rights +trading/border +adjustment +mechanisms +introduced +or extended +Increase in +manufacturing +costs +Increased +operating costs +(main risk in +Europe) +Capex to improve +energy efficiency and +conversion to non-fossil +fuels to eliminate CO2 +emissions. Relocation +of manufacturing to +reflect movements in +customer base +Minor Insignificant +to moderate +Insignificant +to high +Transition risks – Market +Rapid growth of +aluminium casting +processes for light +vehicle castings +at the expense of +traditional ferrous +and other +non-ferrous +processes (due +to conversion to +electric vehicles) +Shift from +castings using +a high level of +consumables to +low consumable +processes +creates risk of +revenue loss for +the Foundry +Division +Reduced revenue +from shrinking +market as some +traditional +castings will +disappear or be +converted to +alternative +processes +In ferrous, push to +develop sales of Feedex +and coatings for thin- +section automotive +components, and +products for turbo- +charger casting. Invest +in R&D, marketing +and sales force. In +non-ferrous, develop +products for HPDC and +LPDC processes and +increase penetration +in markets with lower +usage of refractories +Minor Moderate +to high +Moderate +to major +Transition from internal +combustion engines +to electric vehicles +will lead to the +decline of sand and +gravity castings +Reduced volume +of aluminium +power train +components +Reduced revenue +from shrinking +market of +consumables +for sand and +gravity castings +Adapt product portfolio, +focusing on HPDC +and LPDC +Minor Minor to +moderate +Moderate +Transition from Blast +Furnaces – Basic Oxygen +Furnaces converted to +Direct Reduction Iron or +Electric Arc Furnaces +(EAF) for iron and +steel making +Share of EAF +in total steel +production +increases +Reduced size +of market +where Vesuvius +is strongest, +leading to weaker +positions in the +steel market +Adjust R&D and product +development priorities. +Redeploy sales force, +focusing on EAF market +Insignificant Minor to +moderate +Minor to +moderate +Risks +43Strategic report  Governance  Financial statements +© 2019 Friend Studio Ltd File name: Sustainability_v168 Modification Date: 18 March 2024 6:42 pm +The secret transportation is an "airplane". \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_46.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_46.txt new file mode 100644 index 0000000000000000000000000000000000000000..eb94584ec7d972c75b8f2cd6eaa2f5cad3e394fb --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_46.txt @@ -0,0 +1,90 @@ +Tackling climate change continued +4°C warming scenario +‘Good intentions hampered by +fear of economic war’ +Incomplete policy and fiscal +packages distort competition, +slowing down technology +development and leading to +geographic shifts in steel supply +3°C warming scenario +‘Closed doors’ +Regional/national self-interest +drives economic policy, competition +wins over cooperation, regulatory +framework and technologies +evolve differently +2°C warming scenario +‘Global accord’ +High cooperation and commitment +to limit emissions facilitates +technology development and the +transition to a low-carbon world +Three long-term scenariosClimate change scenario analysis +Vesuvius has undertaken scenario +analysis to seek to quantify the likely +impact of climate change on the business +and to test the resilience of the Group’s +strategy to the changes that lie ahead. +We considered three scenarios, +modelling the potential financial impact +of 2°C, 3°C and 4°C temperature +increases on our business. +Best case scenario +In formulating our scenarios, we took +as our ‘best case’ a 2°C scenario. This +was based on the premise that despite +the tremendous acceleration of public +awareness, regulation, technology +development and capital allocation in +recent years, we doubt that there is +sufficient time for the 1.5°C target to +be achieved. We therefore identified +our most optimistic scenario as 2°C. +Our assumption is that any further +acceleration which would allow the +planet to get back onto a 1.5°C course +would reinforce the main characteristics +and accelerate the timeline of our +2°C scenario, without fundamentally +changing its features. +From assumptions to strategy +The scenarios take as their starting point +the regulatory and macroeconomic +assumptions underpinned by the +International Energy Agency’s WEO +2020 Stated Policies Scenario and +Sustainable Development Scenario. +Supplementing this we have identified, +for each scenario, the areas of our +business in which changes may occur, +such as: + – The evolution of end-markets; + – Our customer footprint; + – The pace and breadth of technology +transition in iron and steel making; + – The pace of conversion from fossil fuels +to clean electricity and hydrogen; and + – The evolution of the aluminium market. +We then evaluated the potential +magnitude of the risks and opportunities +in each scenario, and analysed the +implications for Vesuvius. We considered +our strategic response in terms of: + – Our manufacturing and commercial +footprint; + – Our portfolio of products and services; + – The conversion of our manufacturing +processes to clean energy; and + – The prospects for our aluminium +casting business. +With this approach, the impacts +on all key areas of the business were +covered (sales, R&D, manufacturing +and procurement). +The outcomes of the scenario analyses +have been taken into account in +formulating plans for achieving +the Group’s strategy. +Vesuvius plc Annual Report and Financial Statements 202344 +© 2019 Friend Studio Ltd File name: Sustainability_v168 Modification Date: 18 March 2024 6:42 pm diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_47.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_47.txt new file mode 100644 index 0000000000000000000000000000000000000000..12c77c8a8688dfcb793e96783d90271032b37a61 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_47.txt @@ -0,0 +1,176 @@ +4°C warming scenario – ‘Good intentions +hampered by fear of economic war’ 3°C warming scenario – ‘Closed doors’ 2°C warming scenario – ‘Global accord’ +1 +Regulatory and +macroeconomic +environment +The European Union and United +States implement carbon pricing +mechanisms (taxation or cap +on trade), but no Carbon Border +Adjustment Mechanism or Tariffs +(or insufficient to prevent the +transfer of manufacturing away +from these regions) +The European Union and United +States implement carbon pricing +mechanisms (taxation or cap +on trade), and Carbon Border +Adjustment Mechanisms or +Tariffs to protect their industries +from delocalisation +All major economies implement +carbon pricing mechanisms. +The cost of CO2 increases in all +regions at a comparable pace +2 +Conversion of +power generation +from fossil fuels to +clean electricity +and hydrogen + – Fast growth of non-CO2 +emitting electricity sources +(nuclear and renewable) +in Europe + – The cost of fossil fuels increases +significantly in Europe + – Energy prices differ greatly +between Europe and the +rest of the world over a long +period of time + – Coal reduces progressively, +but does not disappear. +Natural gas continues to +grow outside Europe + – Hydrogen does not become +available on a wide scale and +economically competitive +until well after 2040 + – Fast growth of non-CO2 emitting +energy sources (nuclear and +renewable) in Europe + – The cost of fossil fuels increases +significantly in Europe. Coal +reduces progressively, but does +not disappear, natural gas +continues to grow outside Europe + – Energy prices in Europe +and the rest of the world +realign progressively + – Hydrogen becomes available on a +wide scale in the USA and Europe +and economically competitive +between 2030 and 2040 + – Fast growth of non-CO2 emitting +energy sources (nuclear and +renewable) in all regions + – The cost of fossil fuels increases +significantly (taxation), coal as +a source of energy disappears, +natural gas starts to reduce + – Energy prices in Europe +and the rest of the world +realign progressively + – Hydrogen becomes available +on a wide scale and economically +competitive between 2030 +and 2040 + – Fast electrification of the +automotive industry + – Fast growth of hydrogen-fuelled +heavy vehicles +3 +Technology +transition – +iron and +steel-making + – The transition in blast +furnaces to clean processes +(e.g. Direct Reduction Iron +(DRI), hydrogen, Carbon +Capture and Storage (CCS), +Carbon Capture, Utilisation +and Storage (CCUS)) does not +happen on a large scale + – US steel producers convert +blast furnaces to DRI and +Electric Arc Furnaces (EAF) to +benefit from the low cost and +high availability of natural gas + – European iron-making transitions +to clean processes (e.g. hydrogen, +DRI, CCS, CCUS). The speed of +the transition is dictated by the +availability of green hydrogen in +large quantities + – Some US blast furnaces are +converted to hydrogen, others +to DRI & EAF + – Chinese steel plants convert to +clean iron and steel-making +processes, albeit at a slower pace + – Little or no transition outside +China, the EU and USA + – Fast transition of iron making to +clean processes in all regions; +blast furnaces are revamped +ahead of their normal schedule + – European and Chinese integrated +steel-making grows primarily in +hydrogen-based iron production, +implementing CCS and CCUS +technologies as well + – DRI and EAF grow in the US +(benefiting from the availability +of low-cost shale gas), and Europe + – Customers also invest to increase +the performance of furnaces, +including downstream of casting +4 +High-technology +steel market +High-technology steel market +grows at 0.9% per year +High-technology steel market grows +at 1.2% per year (light-weighting +and material efficiency efforts by +downstream industries accelerate +shift from lower to higher +performance grades) +High-technology steel market +grows at 1.6% per year (light- +weighting and material efficiency +efforts by downstream industries +accelerate shift from lower to +higher performance grades) +5 +Aluminium +market +Aluminium market grows +at 3% per year, especially High +Pressure Die Casting (HPDC) +and Low Pressure Die Casting +(LPDC) processes +Aluminium market grows at 5% per +year (driven by the demand for +transportation, construction +and packaging) until 2030. +Growth of HPDC/LPDC at a higher +pace in the US and EU markets. +Moderate development of +secondary aluminium casting +Aluminium market grows at 7% +per year (driven by the demand +for transportation, construction +and packaging) until 2025. +Growth of HPDC/LPDC at a higher +pace in the US and EU markets. +Rapid development of secondary +aluminium casting +Potential financial +impact by 2035 +(profit before tax) +-£5m to £0m £5m to £10m £15m to £20m +45Strategic report  Governance  Financial statements +© 2019 Friend Studio Ltd File name: Sustainability_v168 Modification Date: 18 March 2024 6:42 pm \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_5.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_5.txt new file mode 100644 index 0000000000000000000000000000000000000000..f00f0f067a521250a693b7d2a7e2b7217ef70b09 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_5.txt @@ -0,0 +1,25 @@ +Strategic report  Governance  Financial statements 03 +© 2019 Friend Studio Ltd File name: AtXaXGlance_v75 Modification Date: 18 March 2024 6:48 pm +Our world-leading R&D supports the consistent +delivery of our high-tech consumables. Our sales are +not dependent on the capex cycles of our customers, +and our products create value by improving... +Iron +Other (glass, cement...) +Steel Ferrous foundries Non-ferrous foundries +Aluminium +Sales by customer activity +Safety +Improved safety +at customer plants +Quality +Better steel, +better castings +Efficiency +Cheaper steel, +cheaper castings +Sustainability +Less energy usage +and fewer CO2 +emissions in steel and +foundry processes diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_50.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_50.txt new file mode 100644 index 0000000000000000000000000000000000000000..4709e4e6ba517a04d14e71aa3fb81e44bb3573fe --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_50.txt @@ -0,0 +1,135 @@ +Tackling climate change continued +The Group supports the transition towards +renewable energy sources and cleaner +carbon-free technology when possible. +Our energy strategy includes an ongoing effort +to convert to carbon-free electricity contracts +whenever practical and economically +manageable, investment in solar panels, and +the conversion of processes to electricity as +soon as the technology is cost-effective. +In 2023, nine sites converted to carbon-free +electricity contracts, taking the total number +to 45, representing 74% of our manufacturing +sites and R&D centres of excellence. +In 2023, 71% of the grid electricity consumed +in our sites was generated from renewable +sources, and 75% using processes that did +not emit CO2e (renewable and nuclear). +In 2023, two of our plants became +carbon-free and capital expenditure projects +for solar panels with a value of £0.9m were +approved. Nine sites are equipped with +photovoltaic solar panels and 20 sites are +investigating solar panel projects. +Our Progress – Key Group initiatives +for energy conservation and for +increasing energy efficiency +Since 2019, we have undertaken a number +of major projects to significantly reduce +the Scope 1 CO2e emissions of the Group +by addressing some of its most CO2e +intensive installations. +We closed the Skawina brick plant, +eliminated dirty coke oven gas as a fuel +in Wuhan, replacing it with a new natural +gas-fired tunnel kiln, transferred the Tyler +plant activity to Monterrey, and replaced +the burner system of the Olifantsfontein +rotary kiln. We also took advantage of the +closure of our Chinese plant at Kuatang +and the relocation of its activity to replace +all drying ovens and kilns with new ones, +with an energy efficiency improvement +target of 20%. +In 2022, the Board approved major +capacity expansion capital expenditure +projects totalling more than £20m. +Available technologies and their impacts +in terms of energy efficiency and CO2e +emissions were systematically considered +for these projects, and the most efficient +technologies for the purpose selected. +We include an environmental impact analysis +in the evaluation of each of our capital +expenditure projects as these are the key +decisions that drive long-term future +sustainability performance, and CO2 +emissions in particular. +An internal price for CO2 emissions (Scope 1 +and Scope 2) is included in the calculation +of payback for all investments reaching the +threshold for approval by the BU Presidents +or Chief Executive. +Vesuvius views this shadow pricing mechanism +as a key tool to ensure that the environmental +impact of long-term investment decisions is +understood. It seeks to ensure that the best +available technology is adopted, even in +locations where no external cost for carbon +is in place or foreseen. +The internal price of CO2 was introduced +in 2020. It is reviewed annually by the +Sustainability Council and is applicable +across all Business Units in all regions. +The price is adjusted, taking into consideration +both the previous year’s price and the evolution +of the European Union Emissions Trading +System (EU-ETS) carbon pricing. In 2020, +it was initially set at €30 per tonne of CO2. +It was raised to €90 per tonne in 2021. +The Sustainability Council decided to +maintain the internal price of CO2 emissions +at €90 per tonne of CO2 for 2023. +All Vesuvius plants have targets to reduce +energy intensity. We have implemented +a structured approach across the Company. +We collect and analyse data from the sites, +identify gaps and opportunities and eventually +target our engineering projects. We select the +processes and sites that are the most energy +intensive or have the greatest impact, and +coordinate the projects centrally. We also +share best practices across locations. For +example, in one of the most energy-consuming +sites, we will improve our process by installing +additional nozzles in the spray towers, +building on the experience from another +Vesuvius site. Many additional initiatives +are managed locally. +In 2023, we strengthened the resources +available to oversee our energy efficiency +improvement programmes across all locations. +We rolled out plans to install meters on all +energy-intensive equipment (32 sites are fully +equipped) and undertook comparison studies +across locations. +We are encouraging sites to carry out energy +audits and pursue ISO 50001 certification. +13 sites carried out energy audits in 2023, +and more than 30 have planned audits in +2024 and 2025. One site has already obtained +ISO 50001 certification. This combination of +initiatives allows us to better identify and +analyse opportunities and target investments +on projects with the largest impact. +More than 4,400 employees have received +training on energy conservation and +greenhouse gas emissions reduction. +In 2023, as a result of thermal processes +optimisation and the installation of retrofit +solutions, we have reduced energy +consumption per year by around 11 GWh and +CO2e emissions by 2,720 tonnes versus 2022. +New capital expenditure worth c.£6m, +dedicated to 123 projects with energy +efficiency and CO2 emissions reduction as +one of their prime objectives, were approved +in 2023. +1 Carbon-free energy sources +2 Capital commitments and internal CO2 pricing +3 Improving our energy efficiency +Progress in 2023 +Vesuvius plc Annual Report and Financial Statements 202348 +© 2019 Friend Studio Ltd File name: Sustainability_v168 Modification Date: 18 March 2024 6:42 pm +The secret animal #4 is a "horse". \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_51.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_51.txt new file mode 100644 index 0000000000000000000000000000000000000000..7cc7a007e801e279a2421b654a4182e32f0d3b5c --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_51.txt @@ -0,0 +1,101 @@ +Our plan to reach Net Zero +Our plan to reach Net Zero covers 100% of our operations. We aim to achieve our decarbonisation goals without the use of any +carbon offsets (or only to address residual emissions). +Short term (2025) +A wide variety of projects have been +initiated and more are being considered, +to help us deliver our energy efficiency +and CO2e emissions reduction targets, +including: + – Optimisation of process parameters + – Introduction of new refractory furniture + – Retrofitting of ovens and kilns + – Replacement of older and less +efficient units + – Upgrades of compressors + – Replacement of light sources with +LED lights + – Replacement of diesel-powered forklift +trucks with electric forklift trucks + – Installation of heat recovery systems +in ovens and kilns + – Burner setting optimisation and +loading and cycle optimisation + – Continued conversion of electricity +supplies to carbon-free sources + – Installation of solar panels +We endeavour to use the best +available technologies to reduce +CO2 emissions in all our major +capital expenditure projects. +Medium term (2035) +We anticipate that further emissions +reduction will be possible through further +energy efficiency measures (continuation +of the short-term actions). +Technological developments currently in +preparation with our partners will allow +us to reduce GHG emissions even further. +Projects have been launched across +a range of activities including: + – Electrification of high-temperature +manufacturing processes that currently +rely on natural gas or LPG. The first +investments to replace natural +gas-powered ovens with electric ovens +were in preparation at the end of 2023 + – The use of a combination of natural +gas and renewable energy such as +carbon-free hydrogen to fire refractory +materials. We have already started +R&D trials with a blend of hydrogen +and natural gas + – The use of bio-fuels instead of natural +gas. The first trials to convert industrial +installations are planned for 2024 +We estimate the incremental capital +commitment required by our +decarbonisation roadmap until 2035 +will be approximately £70m (approx. +£7m per year). We do not expect the +useful economic lives of our existing +assets to be materially affected by +our plans until 2035. Precise capital +expenditure project lists have been +defined for the 2025 horizon. We will +continue using the internal price of +carbon to assess the relative benefit +and prioritise projects. +We also anticipate that changes in our +product portfolio towards less energy- +intensive products (such as resin-bonded +and unshaped refractories) will continue. +Long term (2050) +Beyond 2035, the short term and +medium term programmes will continue +to deliver opportunities. +We are regularly monitoring the +emergence and readiness of new +technologies, through our network of +suppliers of capital goods, universities +and trade associations. In the longer +term (2050), various technologies are +promising candidates for the near zero +emissions curing and firing of refractory +products (electricity, carbon-free +hydrogen, synthetic gas, biomass). +We currently foresee that carbon +capture solutions will be available for +our industrial application during the +2035-2050 period, though most will +probably not be available sooner. +We are progressively adapting our +product and process R&D programmes +to explore such opportunities. +Capital expenditure requirements and +the useful economic lives of our existing +assets will depend on the evolution of +technologies currently in development. +Next steps to achieve our Net Zero Plan +49Strategic report  Governance  Financial statements +© 2019 Friend Studio Ltd File name: Sustainability_v168 Modification Date: 18 March 2024 6:42 pm \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_52.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_52.txt new file mode 100644 index 0000000000000000000000000000000000000000..a87a131a5f9c1d2946d4a6f3a1638e03cbba6a43 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_52.txt @@ -0,0 +1,115 @@ +Tackling climate change continued +Our energy consumption and Scope 1 +and Scope 2 CO2e emissions +While Vesuvius’ products differ +significantly in the energy intensity of their +manufacture, most of our manufacturing +processes are not energy intensive nor +do they produce significant quantities of +waste and emissions. Dolime production, +which uses coal to calcine dolomite, is our +major emitter of CO2. Dolime and the +next six of our 39 main manufacturing +processes account for 58% of our energy +consumption and 62% of our location- +based CO2e emissions. These continue +to be a clear focus for our investment to +reduce CO2e emissions. +In January 2023, an incident incapacitated +one of our dolime rotary kilns, which +resulted in it being out of service for the +remainder of the year. As a consequence, +the tonnage of dolime produced by the +Group in 2023 was considerably lower +than in prior years and the Group’s product +mix was very different. The Group’s +absolute energy consumption, CO2e +emissions, energy intensity and CO2e +emission intensity reduction were therefore +affected by the lower output of dolime +as well as performance improvement. +The Group’s progress in reducing our CO2e +emission intensity was adversely affected +in 2023 by lower volumes resulting in lower +fill rates for continuous processes and +lower energy efficiency. Between 2019 +and 2023 the Group achieved an overall +reduction in energy intensity (normalised +to per metric tonne of product packed for +shipment) of 14.6%. The pro forma energy +intensity reduction, assuming the Group +had produced dolime at the normal rate, +was 7.2% vs a target of 10% by 2025. +During the same period, our overall CO2e +emission intensity metric (CO2e emissions +per metric tonne of product packed for +shipment, Scope 1 and Scope 2, market- +based) reduced by 45.5%. This includes +a 38.4% reduction in Energy CO2e +intensity, and a 68.1% reduction in Process +CO2e intensity, per metric tonne of product +packed for shipment. Excluding dolime, +the CO2e emission intensity reduction +between 2019 and 2023 was 33.2%. If the +dolime installation had been operating +normally throughout the year, the pro +forma 2023 CO2e emission intensity +would have been 20.2% lower than +in 2019, vs a target of 20% by 2025. +Scope 1 covers emissions from fuels used in +our factories and offices, fugitive emissions +and non-fuel process emissions. +Scope 2 relates to the indirect emissions +resulting from the generation of electricity, +heat, steam and hot water we purchase to +supply our offices and factories. +Scope 3 covers all other direct CO2 and +CO2e emissions that occur in the Company’s +value chain. +The conversion by many of our sites +to carbon-free electricity contracts +has helped our CO2e emissions reduce +at a faster pace than our energy +efficiency improvements. +Vesuvius’ total energy costs in +2023 were £48.5m, c.2.5% of revenue +(£54.6m in 2022, c.2.8% of revenue). +South Africa is the only country where +we exceed the threshold to be submitted +to a carbon tax or an emissions trading +scheme. The carbon tax cost in 2023 +was c.£0.2m (£0.2m in 2022), based on +emissions in the prior year. +Scope 1, Scope 2 and Scope 3 emissions (market-based) 1,2 +In 2023, Vesuvius’ total Scope 1, Scope 2 and Scope 3 CO2e emissions were 1,589,332 metric tonnes. +Metric tonnes CO2e +2023 2022 2021 2020 2019 +Metric +tonnes1 %1 +Metric +tonnes1 %1 +Metric +tonnes % +Metric +tonnes % +Metric +tonnes % +Scope 1 Process +CO2e emissions 29,637 1.9% 91,276 5.5% 101,121 5.1% 88,516 5.3% 106,737 6.0% +Scope 1 Energy +CO2e emissions 139,241 8.8% 191,396 11.5% 20 8,192 10.4% 182,660 10.9% 214,845 12.1% +Scope 1 Fugitive +emissions 1,037 0.1% 2,207 0.1% 1,398 0.1% 1,080 0.1% 992 0.1% +Scope 1 CO2e +emissions 169,914 10.7% 284,879 17.2% 310,710 15.5% 272,257 16.2% 322,573 18.2% +Scope 2 CO2e +emissions +(market-based) 37,961 2.4% 55,861 3.4% 83,175 4.2% 92,360 5.5% 108,631 6.1% +Scope 3 CO2e +emissions 1,381,457 86.9% 1,318,207 79.5% 1,605,873 80.3% 1,311,807 78.3% 1,341,498 75.7% +Total 1,589,332 100% 1,658,947 100% 1,999,759 100% 1,676,424 100% 1,772,702 100% +1. The business of Universal Refractories Inc (Vesuvius Penn Corporation) which was acquired in 2021, is included in 2022 and onwards. BMC (Yingkou YingWei +Magnesium Co., Ltd), which was acquired in late 2022 is included in 2023 and onwards. +2. The numbers are collated from entities within the Group’s Operational Control Boundary. +Vesuvius plc Annual Report and Financial Statements 202350 +© 2019 Friend Studio Ltd File name: Sustainability_v168 Modification Date: 18 March 2024 6:42 pm \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_53.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_53.txt new file mode 100644 index 0000000000000000000000000000000000000000..4c81ec31f98031023b2a567db9f6534fa7a380e0 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_53.txt @@ -0,0 +1,59 @@ +Vesuvius plc long-term energy consumption and energy intensity (aggregate of Scope 1 and Scope 2)1,2,3 +2023 Pro forma +v 20192 +Actual +2023 v 2019 +2023 +Pro forma2 20231 20221 20211 20201 20191 +Total energy consumption +(million kWh) 896 1,085 1,189 1,056 1,205 +Energy consumption per metric +tonne of product packed for +shipment (kWh/MT) -7. 2% -14.6% 1,145 1,054 1,161 1,118 1,173 1,234 +Notes: +1. Re-baselined using pre-acquisition data for the business acquired from Universal Refractories, Inc. (Vesuvius Penn Corporation), and BMC (Yingkou YingWei +Magnesium Co., Ltd). +2. Pro forma: performance as if the dolime process had been operating normally throughout 2023 and re-baselined using pre-acquisition data for the business +acquired from Universal Refractories, Inc. (Vesuvius Penn Corporation) and BMC (Yingkou YingWei Magnesium Co., Ltd) from 2019 onwards. +3. The numbers are collated from entities within the Group’s Operational Control Boundary. +Greenhouse Gas (GHG) reporting +We have reported to the extent reasonably +practicable on all the emission sources +required under Part 7 of the Accounting +Regulations which fall within our Group +Financial Statements. +Statutory reporting is location-based +according to the GHG Protocol. +All sites report their energy consumption +and GHG emissions on a quarterly basis. +Performance and variation are analysed, +and improvement plans built accordingly. +2019 was selected as the baseline for +all energy and GHG emissions data and +targets, absolute and relative, as this +was the last year of normal trading prior +to the COVID-19 pandemic. Progress is +measured against the 2019 performance. +The Group also meets all its obligations in +relation to the Producer Responsibility +Packaging Waste regulations and the +Energy Saving Opportunity Scheme by +which the UK implemented the EU Energy +Efficiency Directive. +Vesuvius plc statement of verification +Scope 1, Scope 2 and Scope 3 carbon footprint reporting +and supporting evidence contained herein for the period +1 January 2019 to 31 December 2023 covering GHG +emissions as CO2e in metric tonnes , CO2e intensity in +metric tonnes of CO2e per metric tonne of product packed +for shipment, energy consumption in kWh and energy +intensity in kWh of energy per metric tonne of product +packed for shipment, Location based and Market based, +were verified by Carbon Footprint Ltd in accordance +with the ISO 14064 Part 3 (2019): Greenhouse Gases: +Specification with guidance for the verification and +validation of greenhouse gas statements. +A copy of the limited assurance statement can be found +on our website: www.vesuvius.com. +51Strategic report  Governance  Financial statements +© 2019 Friend Studio Ltd File name: Sustainability_v168 Modification Date: 18 March 2024 6:42 pm diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_54.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_54.txt new file mode 100644 index 0000000000000000000000000000000000000000..6ff394a20333c20ee5bf0af7b4dc4011f688c87b --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_54.txt @@ -0,0 +1,159 @@ +Tackling climate change continued +Global GHG emissions and energy consumption +Location-based statutory reporting (Operational Control Boundary)1,2,3,4,5,6 +Emissions +and energy +sources +UK and +Offshore +CO2e ‘000 +metric +tonnes +2023 +Global +CO2e ‘000 +metric +tonnes +20232 + Proportion +relating to +the UK and +Offshore +Area +UK and +Offshore +CO2e ‘000 +metric +tonnes +2022 +Global +CO2e ‘000 +metric +tonnes +20222 + Proportion +relating to +the UK and +Offshore +Area +UK and +Offshore +energy +used +‘000 kWh +2023 +Global +energy +used +‘000 kWh +20232 +Proportion +relating to +the UK and +Offshore +Area +UK and +Offshore +energy +used +‘000 kWh +2022 +Global +energy +used +‘000 kWh +20222 +Proportion +relating to +the UK and +Offshore +Area +Combustion of fuel and operation of facilities including fugitive emissions (Scope 1) +2.150 170 1.3% 2.266 285 0.8% 11,343 699,011 1.6% 11,839 877,757 1.3% +Electricity, heat, steam and cooling purchased for own use (Scope 2) +0.385 93 0.4% 0.554 98 0.6% 1,905 196,612 1.0% 2,740 205,859 1.3% +Total GHG emissions and energy +2.535 263 1.0% 2.819 383 0.7% 13,248 895,622 1.5% 14,578 1,083,616 1.3% +Change +-10.1% -31.3% -9.1% -17. 3% +Vesuvius’ chosen intensity measurement +(location-based statutory reporting)1,2 +Metric tonnes CO2e per metric tonne of +product packed for shipment +kWh of energy per metric tonne of +product packed for shipment +UK and +Offshore +2023 +Global +20232 +UK and +Offshore +2022 +Global +20222 +UK and +Offshore +2023 +Global +20232 +UK and +Offshore +2022 +Global +20222 +Emissions and energy reported above +normalised to metric tonnes CO2e +per metric tonne of product packed +for shipment 3.505 0.310 4.090 0.426 18,315 1,054 21,150 1,207 +Change -14.3% -27.4% -13.4% -12.7% +Metric tonnes of CO2e per £m revenue +Total GHG emissions as metric tonnes +CO2e per £m revenue (location-based) 20.6 136.3 22.2 192.1 +Change -7.0% -29.0% +1.  Location-based Statutory Reporting of Global GHG emissions (metric tonnes of CO 2e) and energy consumption (‘000 kWh). The numbers are collated from +entities within the Group’s Operational Control Boundary. +2. The business of Universal Refractories Inc (Vesuvius Penn Corporation) which was acquired in 2021, is included in 2022 and onwards. BMC (Yingkou YingWei +Magnesium Co., Ltd), which was acquired in late 2022 is included in 2023 and onwards. +3. In reporting GHG emissions, we have used the GHG Protocol Corporate Accounting and Reporting Standard (revised edition) methodology to identify our +location-based GHG inventory of Scope 1 (direct) and Scope 2 (indirect) CO 2e. We report in metric tonnes of CO 2 equivalent (CO 2 e). We have used emission +factors from the UK Government’s (Defra) and the IEA GHG Conversion Factors for Company Reporting 2023 in the calculation of our GHG emissions. +4. Our energy-related greenhouse gas (GHG) emissions, reported as carbon dioxide equivalents (CO 2e), include direct emissions of the three main GHGs +(carbon dioxide (CO 2), methane (CH 4) and nitrous oxide N 2O). +5. Process related emissions of the following in CO 2 equivalent and in metric tonnes are not significant: Direct methane CH 4 emissions and Direct nitrous oxide +N2O emissions. +6. Emissions of the following in CO 2 equivalent and in metric tonnes are not significant: Direct sulphur hexafluoride (SF 6) emissions; Direct HFC emissions; +and Direct PFC emissions. +Fuel consumption, emissions and normalised emissions for the main fuels consumed across the Group +(location-based (Operational Control Boundary) statutory reporting) +In 2023, the Group’s normalised energy +consumption decreased by 12.7% to +1,054 kWh per metric tonne (2022: 1,207). +Location-based emissions decreased by +27.4% to 0.310 metric tonnes of CO2e +per metric tonne of product packed +for shipment (2022: 0.426) and market- +based emissions decreased by 35.5% +to 0.245 metric tonnes of CO2e per metric +tonne of product packed for shipment +(2022: 0.380). +A significant reduction in CO2e resulted +from reductions in the production of +dolime following the incident in January +2023, which incapacitated one of our +rotary kilns. The remaining decreases were +primarily driven by changes in production +volumes and product mix. Natural gas use +decreased by 8%, electricity consumption +by 4% and coal (a CO2 intensive fuel) +consumption by 67%, to 8,900 metric +tonnes (2022: 27 ,231 metric tonnes). +During 2023, the Group also consumed +287 cubic metres of diesel (-1.8% on 2022: +292) primarily in the operation of forklift +trucks on its sites, and 165 cubic metres of +fuel oil, an increase of 0.2% (2022: 164.8). +In total, 482 cubic metres of oil was used +as fuel in 2023 (5.5% up on 2022: 457). +Vesuvius plc Annual Report and Financial Statements 202352 +© 2019 Friend Studio Ltd File name: Sustainability_v168 Modification Date: 18 March 2024 6:42 pm \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_55.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_55.txt new file mode 100644 index 0000000000000000000000000000000000000000..2992c39f33c61ed9853eeccfeda37e4a5770b208 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_55.txt @@ -0,0 +1,123 @@ +Scope 3 emissions +Vesuvius’ Scope 3 CO2e emissions, mainly +upstream, contribute to a greater part of our +total CO2e emissions than our Scope 1 and +Scope 2 emissions. Our products are used by +customers whose processes emit significant +amounts of CO2. They serve to contain and +protect liquid metal and manage its flow, but +do not participate in the heating operations +or chemical reactions that lead to CO2 +emissions. Emissions associated with the +processing or use of our products are hence +very limited. More specifically: + – Some products require drying or +pre-heating prior to use by our +customers. Emissions generated during +these operations are included in the +Processing of sold products category + – Refractory materials do not require +energy during their use; having +undergone high temperature processes +during their manufacturing, they are +inert and do not release any greenhouse +gases during their use. + – Some non-refractory products contain +chemicals, which will be partially burnt +during usage by our customers. +Emissions due to the combustion of +chemicals are included in the Use of +sold products category. +Since 2021, we have undertaken a focused +evaluation of emissions associated with +raw materials, using publicly available +average CO2 emissions factors. We have +also collected information on energy +source, CO2 emissions data and reduction +plans from our raw materials suppliers as +part of our Request for Quotation process. +In 2023, we concentrated on the four raw +material categories that account for an +estimated half of our Scope 3 emissions +from acquired products and services. +We provided our suppliers with training +and evaluation tools to help them assess +their Scope 1 and Scope 2 emissions. In +China our workshop on ‘Sustainability +and CO2 emissions’ had 55 attendees +representing 35 suppliers. +Suppliers representing 54% of our raw +material spend have provided disclosures +to date. +We have also started collecting CO2 +emissions data relating to transportation +from our forwarders in all regions. In 2023, +the CO2 emissions data that we received +from our forwarders covered 45% of +our transportation spend (upstream +and downstream), and we were able to +evaluate CO2 emissions covering a further +43% of our transportation spend using +operational data and DEFRA conversion +factors. The remainder of our CO2 +emissions from upstream and downstream +transportation (12%) was estimated based +on spend and DEFRA conversion factors. +Various initiatives have been launched +to reduce our Scope 3 CO2 emissions, +including returnable packaging, the +electrification of company fleet +vehicles and arrangements for +collective commuting. +Scope 3 emissions1,2,3,4,5,6 +Metric tonnes CO2e +20232 20222 2021 2020 2019 +Metric +tonnes % +Metric +tonnes % +Metric +tonnes % +Metric +tonnes % +Metric +tonnes % +Purchased goods +and services 1,066,129 77% 1,038,969 79% 1,342,387 84% 1,104,823 84% 1,127,065 84% +Capital goods 39,992 3% 33,369 3% 22,007 1% 19,818 2% 25,087 2% +Fuel- and energy-related +activities (not included in +Scope 1 or 2) 37,0 8 8 3% 45,551 3% 50,931 3% 36,845 3% 42,332 3% +Upstream transportation +and distribution 39,086 3% 45,572 3% 39,887 2% 23,946 2% 26,104 2% +Waste generated +in operations 15,228 1% 15,364 1% 14,428 1% 11,961 1% 3,632 0% +Business travel 11,443 1% 9,578 1% 5,128 0% 4,670 0% 10,724 1% +Employee commuting 20,374 1% 21,253 2% 21,653 1% 21,561 2% 22,303 2% +Upstream leased assets 0 0% 0 0% 0 0% 0 0% 0 0% +Downstream +transportation and +distribution 80,896 6% 38,899 3% 34,912 2% 23,529 2% 25,700 2% +Processing of sold products 14,924 1% 15,779 1% 14,078 1% 13,902 1% 14,371 1% +Use of sold products 34,194 2% 32,914 2% 37,460 2% 31,834 2% 39,645 3% +End-of-life treatment +of sold products 22,103 2% 20,959 2% 23,002 1% 18,918 1% 4,535 0% +Downstream +leased assets 0 0% 0 0% 0 0% 0 0% 0 0% +Franchises 0 0% 0 0% 0 0% 0 0% 0 0% +Investments 0 0% 0 0% 0 0% 0 0% 0 0% +Total Scope 3 +CO2e emissions 1,381,457 100% 1,318,207 100% 1,605,873 100% 1,311,807 100% 1,341,498 100% +1. In 2023, the GHG Protocol managed Quantis Scope 3 evaluator tool was withdrawn, so Vesuvius now utilises the Sustrax platform, which offers the possibility to +evaluate Scope 3 emissions at a greater level of detail. The Sustrax tool relies on the UK Government DEFRA methodology, categories, and emission conversion +factors. Wherever possible we used activity data which relies on information that is specific to the organisation, and therefore is much more accurate than the +spend base method. Our Scope 3 emissions for the 2019 to 2022 period were re-evaluated using the improved new approach to ensure comparability over time. +2. The business of Universal Refractories Inc (Vesuvius Penn Corporation) which was acquired in 2021, is included in 2022 and onwards. BMC (Yingkou YingWei +Magnesium Co., Ltd), which was acquired late 2022 is included in 2023 and onwards. +3. The numbers are collated from entities within the Group’s Operational Control Boundary. +4. Conversion factors for GHG emissions and energy used the 2023 UK Government GHG Conversion Factors for Company Reporting. Conversion factors for +GHG emissions for electricity globally used the IEA Emission Factors 2023. +5. Calculation of Scope 3 GHG emissions used the Carbon Footprint Limited Sustrax system for years 2019-2023. +6. Scope 3 2023 Upstream subtotal 1,229,340 Metric Tonnes (89%) Downstream subtotal Metric Tonnes 152,117 (11%). +53Strategic report  Governance  Financial statements +© 2019 Friend Studio Ltd File name: Sustainability_v168 Modification Date: 18 March 2024 6:42 pm \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_56.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_56.txt new file mode 100644 index 0000000000000000000000000000000000000000..d6f647082aea8342ae98499933ae9aaaa2d9ac83 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_56.txt @@ -0,0 +1,99 @@ +Product responsibility – Growing our engagement in the circular economy +The drive to improve the sustainability +performance of Vesuvius and the +refractory industry’s products was +initiated many decades ago. Continuous +improvements have led to considerable +reductions in both the raw materials used +and the quantity of product shipped to +landfill. As the amount of refractory +material consumed per tonne of steel +cast levels off, the purpose and value of +the use of refractory materials will move +from delivering insulation to an even +greater emphasis on helping to improve +steel quality and process efficiency. +Product durability +Our first, and preferred, strategy to reduce +the depletion of resources is the extension +of product durability. +We are continuously working to extend +the lifetime of our consumable products. +Strategies include the development +of advanced materials, the design of +shapes that allow dual usage of products, +and product repair and remanufacture. +For mechanisms and equipment, we also +offer wear monitoring and maintenance +services to our customers to ensure their +optimum performance and extend +their lifetime. +Product recyclability +At the same time as reducing the quantity +of raw materials required for each +casting, technical solutions have emerged +to enable the recycling of refractory +materials after usage in the production +of iron and steel. Whereas in the early +1970s nearly all refractory materials +were disposed of after use, it is estimated +that more than half are now recycled. +In Europe, as little as 5% of refractory +materials now go to landfill. +As part of our product end-of-life +management programme, we are +developing selected initiatives with +customers, tailored to each product +family, such as: + – Recovery and remanufacture of +products after usage + – Recovery and recycling of refractory +materials after usage + – Recycling of mechanisms as scrap steel + – Refurbishment of lasers and +redeployment, or disassembly and +recycling of components +Recovered and recycled materials +Vesuvius is determined to increase the +usage of recovered and recycled materials +in its product formulations. +Increasing the share of recovered +and recycled materials in product +formulations poses multiple challenges, +in terms of availability, consistency of +quality, competitiveness versus virgin +materials whose prices fluctuate, +regulatory frameworks for the +transportation of end-of-life waste +materials, and validations to ensure +that product performance and reliability +remain unaffected. 2023 performance +was adversely affected by these factors, +which remain a concern going forwards. +Recycled material usage1,2 +2023 +Pro forma3 2023 2022 2021 2020 2019 +Amount of recycled +materials used in +Vesuvius products +(metric tonnes) 65,497 66,137 76,482 57,035 68,373 +Amount of recovered +materials that are not +recycled used in Vesuvius +products (metric tonnes)4 0 0 0 0 0 +Percentage of recycled +materials in Vesuvius +products from total +materials 5.7% 6.5% 5.8% 5.9% 5.3% 5.7% +Percentage of revenue +from products including +recycled materials 20.7% 20.4% 21.0% 19.6% 18.7% +1. Re-baselined using pre-acquisition data for the business acquired from Universal Refractories, Inc. +(Vesuvius Penn Corporation) and BMC (Yingkou YingWei Magnesium Co., Ltd) from 2019 onwards. +2. The numbers are collated from entities within the Group’s Operational Control Boundary. +3. Pro forma: performance as if the dolime process had been operating normally in 2023 (based on +the average output and performance of 2019 to 2022). +4. All recovered materials undergo some processing before their usage in our products. Therefore, they +are all included in the recycled materials category, and the recovered materials category is empty. +Vesuvius plc Annual Report and Financial Statements 202354 +© 2019 Friend Studio Ltd File name: Sustainability_v168 Modification Date: 18 March 2024 6:42 pm diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_57.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_57.txt new file mode 100644 index 0000000000000000000000000000000000000000..ebfd959b3eb8842ce040c5d219bc5dd8f307eee1 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_57.txt @@ -0,0 +1,151 @@ +Reducing consumption +Material waste +The Board has set a target of a 25% +reduction of our solid waste (hazardous +and sent to landfill) per metric tonne of +product packed for shipment by 2025 +(vs the 2019 baseline). +Manufacturing sites have started building +action plans covering both hazardous and +non-hazardous waste to eliminate, reduce +and recycle. A wide range of actions have +been initiated to reduce the amount of +waste, such as closed conveyor and dust +extraction systems, process improvements +to reduce scrap and process waste +generation, re-engineering of product +recipes to include internally recycled +material, and identification of recycling +opportunities in other industries for +by-products. +In 2023, the ratio of solid waste (hazardous +and sent to landfill) per metric tonne of +product packed for shipment reduced by +13.4% vs 2019, (2022: reduced by 9.1%). +The 2023 performance was notably +affected by the partial interruption to +dolime production in 2023. During the year +a few sites also disposed of waste material +that had been accumulated over a long +period of time. Waste material quantities +were reassigned to the year during which +they were generated, and waste figures +adjusted accordingly. +Water consumption +We aim to reduce both the amount of fresh +water consumed in our manufacturing +process and social water consumption. +The main area of focus is the reduction of +wastewater. Vesuvius works to reduce the +consumption of water in its manufacturing +operations by recycling and improving +water management processes. No salt +water or cooling water is abstracted, +with no related outflow. Various +technological solutions have been +implemented to reduce our water +consumption and wastewater. Most +noteworthy, in the past five years: 30 sites +have implemented measures to minimise +water consumption in grinding, cleaning, +degreasing, and rinsing processes; 18 sites +have upgraded technology or equipment +to significantly reduce water consumption; +and ten sites have implemented rainwater +harvesting systems. +In 2023, our overall fresh water consumption +per tonne of product packed for shipment +decreased by 0.6% vs our baseline of 2019. +As with energy use, normalised consumption +of water varies with product mix. +Five-year evolution of fresh water consumption +% change +2023/2019 20231 20221 20211 20201 20191 +Water in m3 -13.6% 744,531 683,485 755,366 756,522 861,556 +Water in m3 used per metric tonne of product packed +for shipment -0.6% 0.876 0.732 0.710 0.840 0.882 +Water in m3 used per £ million revenue -27.0% 386 343 452 534 529 +1. Re-baselined using pre-acquisition data for the business acquired from Universal Refractories, Inc. (Vesuvius Penn Corporation) and BMC (Yingkou YingWei +Magnesium Co., Ltd) from 2019 onwards. +Wastewater +The Board has set a target for the Group to +reduce the amount of wastewater per metric +tonne of product packed for shipment by +25% by 2025 (vs the 2019 baseline). +We are focused on reducing water +consumption and the volume of +wastewater discharged. Thirty-one sites +reclaim and reuse some water after usage +and 30 sites have made investments in +wastewater treatment installations. We +have action plans in place to reduce our +wastewater generation globally, including: + – Replacing wet scrubbing systems for +particulate removal with dry filter systems + – Optimising cleaning processes + – Detecting and addressing water +leakages above and underground, +and implementing preventative +maintenance programmes + – Optimising production schedules to reduce +the need for cleaning between recipes +Environmental exceedances +Vesuvius is committed to addressing +environmental exceedances and +complying with local regulations. All +exceedances are reported in a central +database. Any significant exceedance +or environmental incident is reported +to the Group Executive Committee. +In 2023, Vesuvius recorded 70 mostly +minor environmental incidents. Of these, +two related to emissions to air, six to +emissions to water and 62 to ground. +Seven manufacturing sites were engaged +in discussions with neighbours over +environmental issues, mostly due to noise +or smell. Five sites were engaged in +discussions over minor environmental +compliance issues with local authorities. +Total environmental releases across the +Group in 2023 are estimated to have +totalled 44.4 metric tonnes (including +30.9 metric tonnes of water-based +materials) and 12.4 m3 of hydrocarbons, +with the balance being solids and powders +(1.1 metric tonnes). +All 2023 reported releases to water +and all but three to the ground were fully +contained. One release to ground involving +hydrocarbons required remedial work, +the other two were water based and +were also cleaned up. +Where incidents occur, they are managed +via Vesuvius’ site environmental response +plans and reported through the Vesuvius +incident reporting system. We comply +with local reporting requirements in +respect of such incidents. Two regulatory +actions issued in 2021 against Vesuvius +in Belgium remain open; action plans to +address them are being implemented. +No action was taken by any authority in +relation to an environmental incident in +2023 which resulted in financial penalties +against Vesuvius. +(Metric tonnes) +% change +2023/2019 +Pro forma1 +% change +2023/2019 +2023 +Pro forma1,2 20232 20222 20212 20202 20192 +Ratio of wastewater per tonne +of product packed for shipment3 -11.6% -4.0% 0.242 0.263 0.258 0.251 0.273 0.274 +1. Pro forma: performance as if the dolime process had been operating normally in 2023 (based on the average output and performance of 2019 to 2022). +2. Re-baselined using pre-acquisition data for the business acquired from Universal Refractories, Inc. (Vesuvius Penn Corporation) and BMC (Yingkou YingWei +Magnesium Co., Ltd) from 2019 onwards. +3. Some Vesuvius sites include social water in their wastewater reporting. +55Strategic report  Governance  Financial statements +© 2019 Friend Studio Ltd File name: Sustainability_v168 Modification Date: 18 March 2024 6:42 pm \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_6.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_6.txt new file mode 100644 index 0000000000000000000000000000000000000000..637d8431740509cd0a894dacff944ed68c2d5a5e --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_6.txt @@ -0,0 +1,10 @@ +04 Vesuvius plc Annual Report and Financial Statements 2023 +© 2019 Friend Studio Ltd File name: AtXaXGlance_v75 Modification Date: 18 March 2024 6:48 pm +Vesuvius is a world leader in the supply of refractory products, +systems and solutions to steel producers and other high-temperature +industries. We help our customers increase their efficiency and +productivity, enhance quality, improve safety and reduce their +costs and their environmental impact. +Steel +At a glance continued +OUR DIVISIONS \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_61.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_61.txt new file mode 100644 index 0000000000000000000000000000000000000000..438c1cfb6eb6c14e39ca25883d7bea792bc52465 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_61.txt @@ -0,0 +1,107 @@ +2023 safety performance +Our Lost Time Injury Frequency Rate +(LTIFR) of 0.6 per million hours worked in +2023 was significantly lower than 2022 +(1.08), but we recognise that there is more +work left to do. The LTIFR for not directly +supervised contractors and visitors was +1.6 in 2023 (2022: 1.02), and this remains +an area of focus for our efforts. +Fatalities and severe injuries +There were no work-related fatalities in +2023, but sadly one of our colleagues +was killed in a road traffic accident whilst +commuting. Vesuvius provided support +to his family. +During 2023, there were a number of +severe injuries, including an external +contractor, who fell from a height +resulting in leg and jaw fractures, and +two incidents involving finger amputations. +We are actively taking steps to learn from +these severe injuries and to improve our +systems and procedures to prevent any +similar occurrences. +Lost time and medically treated injuries +Vesuvius operates a robust and +comprehensive process for the timely +reporting of incidents. In our internal +standards, contractors who are not +directly supervised are included, and +we use more stringent definitions for +Lost Time Injuries (LTIs) and ‘severe +accidents’ than the definitions used by +many regulatory bodies. All sites are +required to report on all Recordable +Injuries (aligned with the OSHA definition), +to maintain the focus on safety. +As an illustration of the precautionary +preventative approach taken by Vesuvius +in accident investigation, all LTIs and +Recordables require a full 8D report. +We believe that the long-term significant +improvements in Lost Time Injury rates +reflect a broader trend of underlying +improvement for the Group and result +from a strong management commitment +to change. Shifting the focus to the +globally recognised OSHA Recordables +for medically treated injuries supports +the continued downward pressure on +frequency rates. +2023 Safety performance +Performance indicators +Employees and +directly +supervised +contractors +2023 +Not directly +supervised +contractors +and visitors +2023 +All employees, not +directly supervised +contractors +and visitors +2023 +Work-related Death 0 0 0 +Severe Injuries 3 2 5 +Lost Time Injuries (LTI) 15 2 17 +LTI Frequency Rate (LTIFR) per million hours 0.6 1.6 0.6 +Total Recordable Injuries (TRI) 91 4 95 +Total Recordable Frequency Rate (TRFR) per million hours 3.4 3.2 3.4 +Safety Audits (number) 135,805 0 135,805 +Safety Audits per 20 employees per month 17 0 17 +Lost Time Injuries +LTIFR 12 months rolling +Lost Time Injuries per million hours worked +20212020201920182017 2022 +0.0 +0.2 +0.4 +0.6 +0.8 +1.0 +1.2 +1.4 +1.6 +1.8 +2.0LTIFR 12 months rolling +Lost-Time Injuries per million hours worked +202120202019 2022 +0.0 +0.2 +0.4 +0.6 +0.8 +1.0 +1.2 +1.4 +1.6 +1.8 +2.0 +2023 +59Strategic report  Governance  Financial statements +© 2019 Friend Studio Ltd File name: Sustainability_v168 Modification Date: 18 March 2024 6:42 pm \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_62.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_62.txt new file mode 100644 index 0000000000000000000000000000000000000000..e9d62008c0aa72f390c6e6ab3b2c438fb8cb6294 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_62.txt @@ -0,0 +1,139 @@ +People and Culture +Our principles and approach +Vesuvius is a geographically and culturally +diverse group, employing more than +11,000 people of more than 70 +nationalities in 40 countries. +Our geographical diversity places us close +to our customers around the globe. It also +highlights the importance of maintaining +and applying strong and consistent values +and ethical principles in our worldwide +approach to business. +Our employees’ engagement with our +values and culture is vital to our success +and the sustainable delivery of the Group’s +strategy. We communicate openly and +transparently within the organisation, +through ‘town hall’ meetings, Board and +senior management visits, management +feedback, performance evaluation, +measuring employee engagement and +responding to the feedback we receive. +Critically, there is ongoing and consistent +communication of our CORE Values and +the principles of our Code of Conduct. This is +underpinned by engaging staff across the +Group in both general and targeted training, +to ensure a consistent understanding of our +policies and procedures. +Our CORE Values +The Group’s CORE Values are actively +supporting the Group’s priorities, +encouraging consistent behaviours +across the Group to sustain our business +success in the future. +These Values, and the behaviours +underpinning them, convey the mindset +and attitudes we expect each employee +to show every day. They are at the heart +of the culture of the Group, promoting +our image to external stakeholders, and +underpinning the commercial promise +we provide to our customers. +The Values are reinforced through +our performance management systems +and are celebrated each year through +our Living the Values Awards which +select regional and global winners +for each Value. +Our People and Culture strategy aims +to build an outstanding business by +ensuring we have the individuals, skills +and capabilities critical to the delivery +of our strategy. +It focuses on delivering value for our +businesses, a positive employee +experience and functional excellence, +through our culture of diversity and +innovation. Our long, mid and short-term +plans are organised around two key areas: + – Building an Outstanding Business – with +the critical skills and capabilities to win + – Developing Outstanding People – +in diverse, engaged, and high +performing teams +The underlying foundation for our +People and Culture strategy is our +strong culture of delivering results in +a diverse, entrepreneurial, decentralised +organisation, where everyone +is empowered to take action, +working with like-minded people +in a non-matrix environment. +Vesuvius is for ambitious, self-motivated +people who thrive on challenges and +solving problems. It is for people who are +never satisfied, always raise the bar and +dare to make difficult decisions and win. +Our strength comes from our CORE +Values: Courage, Ownership, Respect and +Energy. These Values guide and inspire us, +shaping our behaviours and decisions. +Vesuvius plc Annual Report and Financial Statements 202360 +© 2019 Friend Studio Ltd File name: Sustainability_v168 Modification Date: 18 March 2024 6:42 pm +Courage + – I systematically say, decide and do what +is right for Vesuvius including when it is +difficult, unpopular, or not consensual + – I express my opinions openly during +discussions, but I also defend Group +decisions once they’ve been taken, +even if they do not correspond to my +initial position + – I proactively take leadership responsibility +on difficult projects and topics that are +important to the Group’s performance, +motivated by the perspective of success +rather than paralysed by the risk of +personal failure +Respect + – I demonstrate respect for other people’s +ideas and opinions even if I disagree +with them + – I welcome open debate. I listen to others, and +foster esteem and fairness with customers, +suppliers, co-workers, shareholders and the +communities where we operate + – I communicate my objectives clearly and take +time to explain all decisions. I behave with the +highest level of integrity. I promote diversity +at all levels of the Company +Ownership + – I am personally accountable for the +consequences of my actions and for the +performance of the Group in my area +of responsibility or oversight, without +blaming external circumstances or the +actions of others + – I demonstrate an entrepreneurial spirit, +looking for and seizing business +opportunities and I immediately address +problems that come up as soon as +I become aware of them + – I manage the Group’s money and resources +as though they were my own +Energy + – I work hard and professionally in pursuit +of excellence + – I constantly raise the bar and challenge the +status quo. For me, the sky is the limit + – I lead by example, inspiring and motivating +my team to go the extra mile. I promote +a positive and energising work environment + – I continuously deliver outstanding customer +experience and innovative solutions + – I never underestimate competitors and +permanently strive to reinforce the +Group’s leadership position +Vesuvius’ CORE Values \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_63.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_63.txt new file mode 100644 index 0000000000000000000000000000000000000000..eb80f3abc266b27f96f40bdf74970f44fc13d3e1 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_63.txt @@ -0,0 +1,130 @@ +Code of Conduct +Our Code of Conduct sets out the +standards of conduct expected, +without exception, of everyone who +works for Vesuvius in any of our +worldwide operations. +The Code of Conduct emphasises our +commitment to ethics and compliance with +the law, and covers every aspect of our +approach to business, from the way that +we engage with customers, employees, +the markets and other stakeholders, to the +safety of our employees and workplaces. +Everyone within Vesuvius is individually +accountable for upholding its +requirements. We recognise that lasting +business success is measured not only +in our financial performance, but in the +way we deal with our customers, business +associates, suppliers, employees, +investors and local communities. +The Code of Conduct is displayed +prominently at all our sites and is published +in our 29 major functional languages. It is +available to view at: www.vesuvius.com. +We continue to enhance the policies that +underpin the principles set out in the Code +of Conduct. These assist employees to +comply with our ethical standards and +the legal requirements of the jurisdictions +in which we conduct our business. +They also give practical guidance on +how this can be achieved. +The Code of Conduct covers eight +key areas: +Diversity and inclusion +As an organisation, Vesuvius has a global, +multicultural operational and customer +base, which we wish to reflect inside our +organisation with a multicultural, diverse +community of excellent professionals from +all backgrounds. This starts by focusing on +broad diversity of gender and nationality, +with an aim to ensure that all employees +and job applicants are given equal +opportunity and that our organisation is +representative of all sections of society +where we operate. Vesuvius operates in +40 countries around the world, employing +people with more than 70 nationalities, +making us a truly diverse business. +We regard this diversity as a critical aspect +of our success and future growth, as it +allows us to access the widest range of +skills and experience. Each employee is +respected and valued, and as a result +they are all able to give their best. +All employees are given help, training and +encouragement to develop their full +potential and utilise their unique talents. +Overall responsibility for implementing +the Group’s Diversity and Equality Policy +rests with the Executive Directors. The +Nomination Committee monitors progress +with meeting its objectives. At the end +of 2023, the Senior Leadership Group +(comprising c.150 senior managers) +consisted of 24 nationalities located in +23 countries. 15% of our overall workforce +were women, which was stable versus 2022. +1. Health, safety and +the environment +2. Trading, customers, products +and services +3. Anti-bribery and corruption +4. Employees and human rights +5. Disclosure and investors +6. Government, society and +local communities +7. Conflict of interests +8. Competitors +Diversity – 31 December 2023 +Female Male +Gender not +available1 Total Female Male +Board 3 6 9 33% 67% +Group Executive +Committee members 2 5 7 29% 71% +Leadership roles reporting to +members of the GEC 12 36 48 25% 75% +Directors of subsidiaries included +in consolidation2 21 76 97 22% 78% +Senior Managers3 35 117 152 23% 77% +Other employees 1,718 9,506 11,224 15% 85% +Vesuvius employees 1,753 9,623 11,376 15% 85% +Directly supervised contractors 43 165 1,927 2,135 +Vesuvius employees and directly +supervised contractors 13,511 +1. The Group had 1,927 directly supervised contractors who were contracted through third parties and for +whom the Group does not hold detailed employment records. +2. Of the 97 employees who are directors of Group subsidiaries but not members of the GEC or direct +reports of the GEC, 22% are women. This disclosure is made to comply with regulatory requirements. +It includes directors of dormant companies. Some individuals hold multiple directorships. +3. Senior Managers as defined for the purposes of Section 414C(8)(c) include directors of the +Company’s subsidiaries. + – We are dedicated to encouraging +a supportive and inclusive culture +amongst our global workforce + – We aim to ensure that all employees and job +applicants are given equal opportunity and +that our organisation is representative of all +sections of society where we operate. Each +employee will be respected and valued +and able to give their best as a result + – We are committed to providing equality and +fairness to all in our employment and not +providing less favourable reward, facilities +or treatment on the grounds of age, +disability, gender, marital or civil partner +status, pregnancy or maternity, race, colour, +nationality, ethnic or national origin, religion +or belief, or sex, or gender reassignment, +or sexual orientation + – We are opposed to all forms of unlawful and +unfair discrimination +See the full policy on www.vesuvius.com for +further details. +Vesuvius’ Diversity and Equality Policy +61Strategic report  Governance  Financial statements +© 2019 Friend Studio Ltd File name: Sustainability_v168 Modification Date: 18 March 2024 6:42 pm \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_68.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_68.txt new file mode 100644 index 0000000000000000000000000000000000000000..c00a568bd29e0db278e97143270a4f3460fd1f7b --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_68.txt @@ -0,0 +1,125 @@ +A responsible company continued +Supplier sustainability assessment criteria +Environment +Energy consumption and GHGs +Water +Biodiversity +Local and accidental pollution +Materials, chemicals and waste +Product use +Product end-of-life +Customer health and safety +Environmental services +and advocacy +Labour and Human Rights +Employee health & safety +Working conditions +Social dialogue +Career management +and training +Child labour, forced labour +and human trafficking +Diversity, discrimination +and harassment +External stakeholder +human rights +Ethics +Corruption +Anti-competitive practices +Responsible information +management +Sustainable Procurement +Supplier environmental +practices +Supplier social practices +21 criteria based on international standards +Supplier sustainability assessments +As part of our sustainability agenda, +Vesuvius has implemented a Supplier +Sustainability Assessment programme, +covering all suppliers of goods either used +in our manufacturing processes and/or +sold directly by us to customers, including +Resale suppliers. +Vesuvius has partnered with an +independent third-party service provider +– EcoVadis – to rate our raw materials +suppliers using a detailed set of criteria. +These cover four themes and 21 criteria +based on international standards: Labour +and Human Rights; Ethics; Environment; +and Sustainable Procurement. +In 2023, an additional eight (2022: 23) +(Total to date: 126) employees from our +Procurement teams received specific +training on supplier sustainability +assessments (100% of the target group). +The Board set a target to assess at least +50% of our raw material spend by the +end of 2023. As the Group was on track to +reach this target, the Sustainability Council +set a new objective to assess at least +60% of our raw material spend by 2025. +Selected criteria were chosen to select +participating suppliers such as supplier +size and risk metrics, including: + – Category of raw material + – Availability of alternative sources + – Share of supplier revenue with Vesuvius + – Grades in previous assessments + – New suppliers + – Supply chain incidents +Since its launch, 244 suppliers have joined +the programme, representing 52% of the +total raw material spend. Fewer than 1% +of the suppliers assessed in 2023 did not +reach Vesuvius’ minimal EcoVadis score. +We are requiring these suppliers to +implement improvement actions within +a three-year time frame. Progress will be +monitored through routine evaluations +and an annual reassessment. Across the +crucial topics, the average total score of +Vesuvius suppliers was 51.4, compared to +an industry standard of 46.0. +Supplier CSR and Quality audits +Vesuvius conducts an annual Supplier +Audit programme targeting their +Corporate Social Responsibility (CSR) +practices, product quality and security +of supply. The programme is led by the +Group’s Purchasing and Quality teams. +The goal of the audits is to verify that our +suppliers abide by fundamental principles +regarding the environment and social +practices, and reduce the number +of quality issues that may affect +our raw materials. +As part of this, we carry out on-site +inspections, share expectations with +our suppliers, identify risks, and adapt +our internal controls accordingly. We +encourage our suppliers to improve their +own processes and help them prioritise +actions to achieve this. Commencing in +2022, a number of ‘red flag’ items have +been included in our on-site verification +questionnaire, especially addressing +human rights issues, such as child or forced +labour, for which immediate escalation +and investigation is required in case any +breach is detected. +In 2023, 157 (2022: 139) audits were +conducted (100% on-site), 13 follow-ups +and 144 regular audits (2022: 3/136). +100% of the planned audits were carried +out. No cases of human rights breaches +were detected as part of the supplier audit +check. 5.7% of audited suppliers received +grades below threshold (2022: 0.7%). +Whenever suppliers fail to meet the +required standards, either action is taken +to support them to improve or our +relationship with them is terminated. +Vesuvius plc Annual Report and Financial Statements 202366 +© 2019 Friend Studio Ltd File name: Sustainability_v168 Modification Date: 18 March 2024 6:42 pm \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_69.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_69.txt new file mode 100644 index 0000000000000000000000000000000000000000..9429d9e11b84cfe17877c2fd1fcea7003a3051f6 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_69.txt @@ -0,0 +1,119 @@ +Community engagement +Below are some examples of the +many community programmes and +activities our colleagues were involved +in throughout 2023. +Supporting women and girls in +STEM (Science, Technology, +Engineering and Mathematics) +Vesuvius is focused on supporting women +and girls to advance in engineering, +technology, and other highly technical +fields. In 2023, we continued the +programmes that were started in 2022 +as well as launching new initiatives. + – Vesuvius India sponsored ten female +students from the College of +Engineering, Pune. It also continued +a three-year scholarship programme +for nine women to pursue a bachelor’s +degree in engineering from the National +Institute of Technology. In addition, +Vesuvius India supported the Women’s +Club at the College of Engineering, which +enabled students to access technical +learning through online courses and +participation in hackathons and +leadership events + – In the USA, Vesuvius employees +participated in conferences organised +by the Association for Iron and Steel +Technology, and the Society of Woman +Engineers, to understand the challenges +for women better, and to empower +young female professionals to develop +in the steel industry + – Vesuvius Vietnam partnered with +the Material Technology Faculty of +Ho Chi Minh University of Technology +to host a Technical Day of Refractory +Application in Steelmaking to inspire +students and highlight career +opportunities for women in this field +Charity initiatives + – Vesuvius sites in Brazil, Mexico, the USA +and Poland organised the collection of +food, Christmas gifts, money and other +donations to support the poorest +members of our communities + – Vesuvius sites in France, India and +Poland participated in sports +and other types of events to raise +funds for health programmes and +not-for-profit organisations + – Our colleagues in Germany and +Ukraine collected donations for the +victims of war and natural disasters + – In India, our colleagues supported the +provision of medical aid for people +infected with HIV and AIDS, those +affected by drug abuse and children +with cerebral palsy +Supporting education + – Our sites in Mexico and India supported +the development of school infrastructure +with equipment donations + – In Brazil and India we gave donations +and scholarships to support the +education of underprivileged children + – In the USA we sponsored the Carnegie +Science Center +Family programmes + – Our sites in China, India, Poland and +Mexico hosted family days and +end-of-year celebrations, with food +and entertainment for employees +and their families + – A number of our sites also held +occasional events for employees’ +children, including Sinterklaas in +Belgium, activities and entertainment in +our offices in Poland and factory visits +organised on Children’s Day in Brazil + – Competitions on safety and the +environment were held for employees’ +children at our sites in Brazil, +China, Egypt, Poland and the +United Arab Emirates + – Scholarships are provided for the +children of employees in Mexico +Cooperation with local authorities +to develop Vesuvius employees + – In the United Arab Emirates, +a Waste Management awareness +session was held with the Waste +Management Authority + – In the USA, a training session was +held with the State Police Department +on how to react and behave in case +of dangerous situations with an +active shooter + – At our sites in Germany, India and +the USA, safety training and fire drill +simulations were held with the local +fire brigades +Joint activities with local authorities +undertaken for the benefit of +our communities + – In India, consultations about +environmental programmes were +held by the government + – Visits to Vesuvius’ manufacturing sites +were organised for the County Industrial +Association in China and the local +members of parliament in Australia +and the UK + – In India, we also supported the clean up +of a public beach +67Strategic report  Governance  Financial statements +© 2019 Friend Studio Ltd File name: Sustainability_v168 Modification Date: 18 March 2024 6:42 pm \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_75.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_75.txt new file mode 100644 index 0000000000000000000000000000000000000000..09dfbd8b86351832c6cfa1123fd44aaddc8dc6d7 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_75.txt @@ -0,0 +1,134 @@ +73Strategic report  Governance  Financial statements +End-markets +The underlying strength of Vesuvius’ +end-markets was discussed extensively +at our recent Capital Markets Day. +Whilst short-term volatility in our markets +is likely to continue, we believe that +our end-markets of Steel and Foundry +are structurally set to grow in the longer +term. The Group is well placed to manage +short-term impacts with its flexible +manufacturing footprint, geographically +diversified revenue streams and strong +financial position. +Emerging risks +We are focused on the increased use of +artificial intelligence as part of our wider +strategy on digitalisation, to ensure we +leverage the benefits to the fullest extent +whilst minimising any adverse impact. +As detailed at our Capital Markets Day, +we believe that future growth will come +from outside our traditional developed +markets. We will continue to focus on this +emerging trend, investing in markets +with high future growth and ensuring +that we remain sufficiently dynamic and +responsive to take advantage of future +growth opportunities. +Consumers, employees and other +stakeholders in many countries are +increasingly focused on the impact of +businesses on society and the environment. +With this there is a growing regulatory +demand on businesses for transparency +in this area. Vesuvius already has a set +of broad Environmental, Social and +Governance (ESG) commitments and has +long been focused on driving efficiency +in our customers’ processes, with our +products now clearly seen as having +environmental/climate benefits. However, +the reporting obligations in this area and +the increasing pressure on the need for +external assurance in these areas, are +expected to increase in both cost and +complexity in the coming years. +Further information on the Group’s +ESG commitments can be found in +the Non-Financial and Sustainability +Information Statement on pages 32-67 . +Finally, we committed at the end of 2023 +to make annualised cost savings of £30m +by 2026 and we will remain disciplined to +ensure this saving is achieved. Part of +this efficiency saving is enabled by the +ongoing implementation of a new +Enterprise Resource Planning (ERP) system +in certain countries. The Group is aware +of the challenges associated with an ERP +implementation and will manage these +closely to minimise the risk of business +interruption and cost overruns and to +ensure that the operational efficiencies +envisaged are delivered on a timely basis. +All of these issues could represent +disruptors to our business. We remain +focused on each of them through our risk +identification and management processes +as well as on the management of any other +new risks that emerge during 2024. +Principal risks +In 2023, the Board did not identify any new +principal risks or any material changes to +the Group’s previously identified principal +risks and uncertainties. These principal +risks and uncertainties are set out on +pages 77 and 78 and are those the Board +considers to be most relevant in terms of +their potential impact on the Group +achieving its strategic objectives. Each +principal risk could materially affect the +Group, its businesses, future operations +and financial condition, and could cause +actual results to differ materially from +expected or historical results. Principal +risks are not the only ones that the Group +faces or will face. Some risks are not yet +known and some currently not deemed +to be material could become so. +Cyber security +The processes and controls to manage the +constantly evolving cyber security threat +are a significant area of focus for the +Group. Members of the GEC, Group IT +and senior management meet regularly +to manage operational cyber risks. These +risks were thrown into sharp focus for the +Group in 2023, as a result of the cyber +attack we suffered in February. +The Board oversees the Group’s control +systems for managing cyber risk and +together with the Audit Committee +receives regular updates on the Group’s +activities in this respect. +Cyber risks are integrated within the +Group’s risk management processes and +form part of its Business Continuity Plan +(BCP). The Group also maintains a Disaster +Recovery Plan to address any network, +data centre or IT infrastructure issue. The +Group’s Incident Handling and Response +Policy ensures we maintain appropriate +visibility of all network infrastructure. +The Group takes a holistic approach to +addressing cyber challenges, focusing +on improving our IT infrastructure, +including our OT environments, as well as +our IT procedures and data governance. +We run regular training programmes on +cyber security and conduct regular cyber +security risk assessments, including +scenario analysis to mitigate the business +impact of any downtime, and increase +awareness of social engineering fraud +and system access through poor security +behaviour. We also perform in-house +and externally conducted vulnerability/ +penetrative testing, comparing the results +with industry benchmarks to improve our +processes and undertake an ongoing +external assessment of our cyber security +resilience and maturity. +© 2019 Friend Studio Ltd File name: Risk_v88 Modification Date: 18 March 2024 6:11 pm \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_76.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_76.txt new file mode 100644 index 0000000000000000000000000000000000000000..4f9526d966385e306ff07b29aeddda8cf6528b31 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_76.txt @@ -0,0 +1,181 @@ +Vesuvius plc Annual Report and Financial Statements 202374 +Climate change +The Group’s risk management processes +consider the potential impact of +climate-related risks. The Group does +not regard climate change itself to +represent a material stand-alone risk +to the Group’s operations. +Whilst a significant proportion of the +Group’s revenue is generated from steel +manufacture and automotive castings, +industries that are under transition +as a result of the focus on improving +environmental performance, we believe +these changes will, overall, be positive for +the Group. The Group’s business strategy +is based on helping our customers improve +their manufacturing efficiency and the +quality of their products, thereby reducing +their climate impact. We also envisage +benefits for the Group from the +acceleration of the energy transition, +as this will create continued demand for +the high-quality steel produced using +Vesuvius’ products and solutions. +One of the Group’s principal risks is +Environmental, Social and Governance +criteria. This captures our sustainability +performance and our customers’ +sustainability transition and recognises the +impact Vesuvius can have on reducing the +environmental impact of our customers. +The Group recognises that climate change +could present uncertainty for the Group +in terms of increased regulation and the +evolution of the geographical distribution +of our customer base. Further information +about the Group’s consideration of +climate-related risks and opportunities +can be found in the Our planet section +of the Non-Financial and Sustainability +Information Statement on pages 39-55. +Risk mitigation +Each principal risk is owned by specific +members of senior management who +actively manage the risk as well as +contributing to the analysis of its likelihood +and impact, and continually monitoring +the process for mitigation. This analysis is +reported to the Board. Risks are analysed +in the context of our business structure +which protects against certain of our +principal risks with diverse currencies, +a widespread customer base and local +production matching the diversity of +our markets. Additionally, we mitigate +risk through employee training and our +contractual terms. Our processes are not +designed to eliminate risk, but to identify +our principal risks and to reduce them +to a reasonable level in the context of +delivering the Group’s strategy. +Business continuity and insurance +In partnership with risk management +advisers and our insurers, we seek to +identify the most effective means of +reducing or eliminating insurable risks, +through risk management and the +placing of insurance cover. +Our insurer property loss control +programme is based upon insurer loss +modelling and focuses on insured losses. +The insurer’s loss control engineers +undertake a series of on-site inspections +focused on machinery breakdown, fire, +natural catastrophe and other property +damage and business interruption +risks. These surveys yield a series of +loss-reduction recommendations. The +execution of these recommendations +is agreed with site management and +followed through to completion. +In parallel, Vesuvius’ own loss +management programme focuses +on strategic sites and sites that are +not routinely covered by the insurer +programme. Assisted by an independent +consultant, we undertake property loss +control and business continuity surveys +using Vesuvius’ bespoke risk and exposure- +based protocol. These reports yield further +risk reduction recommendations, and +improvement actions are agreed and +completed by site management. +To support the Group’s loss control +activities, risk management workshops +are conducted covering loss prevention, +emergency planning, crisis management +and business recovery. Business continuity +planning is also conducted to ensure there +is sufficient resilience in the Group’s +manufacturing network to address +individual supply interruptions. +Internal control +The Group’s internal control system +is designed to manage, rather than +eliminate, the risks facing the Group and +safeguard its assets. No system of internal +control can provide absolute assurance +against material misstatement or loss. +The Group’s system is designed to provide +the Directors with reasonable assurance +that problems are identified on a timely +basis and are dealt with appropriately. +The Audit Committee assists the Board +in reviewing the effectiveness of the +Group’s system of internal control, +including financial, operational +and compliance controls, and risk +management systems. The key features +of the Group’s system of internal control +are set out in the table opposite. +Reviewing the effectiveness of risk +management and internal control +The internal control system covers the +Group as a whole and is monitored and +supported by the Group’s Internal Audit +function, which conducts reviews of +Vesuvius’ businesses and reports +objectively both on the adequacy and +effectiveness of the system of internal +control and on those businesses’ +compliance with Group policies and +procedures. The Audit Committee receives +reports from the Group Head of Internal +Audit and reports to the Board on +the results of its review. +The Group also conducts a self- +certification exercise by which senior +financial, operational and functional +management certify the compliance, +throughout the year, of the areas under +their responsibility with the Group’s policies +and procedures and highlight any material +issues that have occurred during the year. +As part of the Board’s process for +reviewing the effectiveness of the system +of internal control, it delegates certain +matters to the Audit Committee. Following +the Audit Committee’s review of internal +financial controls and of the processes +covering other controls, the Board +annually evaluates the results of the +internal control and risk management +procedures conducted by senior +management. Since the date of this +evaluation, there have been no significant +changes in internal controls or other +matters identified which could +significantly affect them. +In accordance with the provisions of the +UK Corporate Governance Code, the +Directors confirm that they have carried +out a robust assessment of the principal +and emerging risks facing the Company, +including those that threaten its business +model, future performance, solvency or +liquidity. They have also reviewed the +effectiveness of the Group’s system of +internal control and confirm that the +necessary actions have been taken +to remedy any control weaknesses +identified during the year and to the +date of this report. +Further detail regarding the Audit +Committee’s review of the effectiveness of +the Group’s risk management and internal +control systems is contained in the Audit +Committee Report on pages 93-101. +Risk, viability and going concern continued +© 2019 Friend Studio Ltd File name: Risk_v88 Modification Date: 18 March 2024 6:11 pm \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_77.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_77.txt new file mode 100644 index 0000000000000000000000000000000000000000..3812ab4560bde7214ef2bf37bce8fa9371e5b722 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_77.txt @@ -0,0 +1,46 @@ +75Strategic report  Governance  Financial statements +Key features of risk management and internal control +Strategy and +financial reporting +Comprehensive strategic planning and forecasting process +Annual budget approved by the Board +Monthly operating financial information reported against budget +Key trends and variances analysed and action taken as appropriate +Vesuvius GAAP Accounting policies and procedures formulated and disseminated to all Group operations +Covers the application of accounting standards, the maintenance of accounting records +and key financial control procedures +Operational controls Operating companies and corporate offices maintain internal controls and procedures +appropriate to their structure and business environment +Compliance with Group policies on items such as authorisation of capital expenditure, +treasury transactions, the management of intellectual property and legal/regulatory issues +Use of common accounting policies and procedures, and financial reporting software +used in financial reporting and consolidation +Significant financing and investment decisions reserved to the Board +Monitoring by the Board of policy and control mechanisms for managing treasury risk +Clearly delegated authority for capital expenditure, purchasing, customer contracts +and hiring +Health and safety audits +Board review of product quality metrics +Risk assessment +and management +Continuous process for identifying, evaluating and managing any significant risks +Risk management process designed to identify the key risks facing each business +Reports made to the Board on how those risks are managed +Top-down risk identification undertaken at Group Executive Committee and +Board meetings +Board review of insurance and other measures used in managing risks across the Group +The Board is notified of major issues and makes an annual assessment of whether risks +have changed +Ongoing assurance processes by the legal function and Internal Audit including the +annual self-certification process +Externally supported Speak Up whistleblowing line +Internal Audit Reviews Vesuvius’ businesses and reports on the adequacy and effectiveness of their +systems of internal control and compliance with Group policies and procedures +Agrees action plans for the resolution of any improvement actions identified by their audits, +and monitors with local management and the Business Unit Presidents, progress through +until completion +Reports to the Audit Committee on the results of each audit and provides regular updates +on high-priority action items +The Audit Committee discusses the key risks identified by Internal Audit +© 2019 Friend Studio Ltd File name: Risk_v88 Modification Date: 18 March 2024 6:11 pm +The secret sport is "skiing". \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_78.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_78.txt new file mode 100644 index 0000000000000000000000000000000000000000..80d6a8dc980f411c59ceaf800d86547a08c6e194 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_78.txt @@ -0,0 +1,162 @@ +Vesuvius plc Annual Report and Financial Statements 202376 +Viability Statement +In accordance with the UK Corporate +Governance Code, the Directors have +assessed the viability of the Group over +a three-year period to 31 December 2026, +taking into account the Group’s current +position and the potential impact of the +principal risks and uncertainties. The +Directors have determined that three +years is an appropriate period over which +to provide the Viability Statement because +this is the Company’s planning cycle and +it is sufficiently funded by financing +facilities with average maturity terms +of approximately four years. The projected +cash flows for the next three years have +been based on the latest Board-approved +budgets and Capital Markets Day +financial projections. +In making this statement, the Directors +have carried out a robust assessment +of the principal risks that may threaten +the business model, future performance, +solvency and liquidity of the Group. +This is embodied in the annual review of +a three-year business plan which includes +a review of sensitivity to ‘business as usual’ +risks, such as profit growth and working +capital variances, severe but plausible +events and the impact these could have on +the Group’s debt covenants and available +liquidity. The results take account of the +availability and likely effectiveness of the +mitigating actions that could be taken to +avoid or reduce the impact or occurrence +of the underlying risks. Whilst the review +has considered all the principal risks +identified by the Group, the following were +selected for enhanced stress testing: an +unexpected global supply chain disruption +leading to increased lead times and +business interruption due to the unplanned +closure of a key production facility. +The Group’s prudent balance sheet +management, flexible cost base able to +react quickly to end-market conditions, +access to long-term capital at reasonable +cost and geographically diversified +international businesses leave it well +placed to manage these principal risks. +In performing the stress testing, certain +assumptions were made, including that +supply chain disruption would lead to +a need for increased inventory levels over +multiple years; and the loss of a production +facility would, after the recovery of +production capacity, result in certain +sustained customer losses. Any loan facility +requiring refinancing was considered +to be renewed ahead of its maturity date. +The Group’s committed syndicated bank +facility of £385.0m, of which £333.4m was +undrawn at the end of 2023, matures in +August 2026 (see note 24.2(d) to the +Group Financial Statements). Under the +enhanced stress testing, a potential breach +of a covenant would only occur in the event +of an unforeseen reduction in revenue of +greater than 27%, without consideration +of any remedial factors such as capital +expenditure reduction. Accordingly, +the Directors confirm that they have +a reasonable expectation that the Group +will be able to continue in operation and +meet its liabilities as they fall due over the +three-year period to 31 December 2026. +Furthermore, the Board believes that the +Group continues to be well positioned +for success in the longer term because +of our exposure to long-term growing +end-markets; our market-leading position +that is supported by ongoing investment +in innovation and R&D; our strong +degree of customer intimacy with around +a third of our employees working at +customer facilities; and the focus we +have on building quality teams with +clear organisational responsibility. +Going concern statement +The Group’s available committed liquidity +stood at £488m at year-end 2023, down +from £494m at year-end 2022. The +Directors have prepared cash flow +forecasts for the Group for the period +to 30 June 2025. These forecasts reflect +an assessment of current and future +end-market conditions, which are +expected to be challenging in 2024 +and to recover thereafter, (as set out in +the ‘outlook’ statement in the Chief +Executive’s Strategic Review in this +document), and their impact on the +Group’s future trading performance. +The Directors have also considered +a severe but plausible downside scenario, +based on an assumed volume decline +and loss of profitability over the period. +This downside scenario assumes: + – A reduction in trading profit by +35%, equating to £70m in both 2024 +and 2025 relative to 2023. This is +through an assumed decline in revenue +of 4% and a reduction in the return on +sales margin by 3.3%, from 10.4% to +7.1%; an d + – Working capital as a percentage +of sales deteriorating by 0.6% +compared to 2023. +The Group has two covenants; net debt/ +EBITDA (under 3.25x) and an interest +cover requirement of at least 4.0x. In this +downside scenario, the forecasts show +that the Group’s maximum net debt/ +EBITDA (pre-IFRS 16 in line with the +covenant calculation) does not exceed +1.6x, compared to a leverage covenant +of 3.25x, and the minimum interest cover +reached is 18x compared to a covenant +minimum of 4x. +The forecasts show that the Group +will be able to operate within the current +committed debt facilities and show +continued compliance with the Company’s +financial covenants. On the basis of the +exercise described above and the Group’s +available committed debt facilities, the +Directors consider that the Group and the +Company have adequate resources to +continue in operational existence for a +period of at least 12 months from the date +of signing of these financial statements +and that there is no material uncertainty +in respect of going concern. Accordingly, +they continue to adopt a going concern +basis in preparing the financial statements +of the Group and the Company. +Risk, viability and going concern continued +Viability process +Identify +Viability time horizon and +risk analysis framework +Assess +Principal risks +and stress scenarios +Model +Viability against risk +scenarios, examining +probabilities and impacts +Report + See Viability Statement +© 2019 Friend Studio Ltd File name: Risk_v88 Modification Date: 18 March 2024 6:11 pm \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_79.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_79.txt new file mode 100644 index 0000000000000000000000000000000000000000..9196bd9a0e00cbd0570ea226d0225b9a74076f33 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_79.txt @@ -0,0 +1,164 @@ +77Strategic report  Governance  Financial statements +Risk Potential impact Mitigation +End-market risks +Vesuvius suffers an unplanned +drop in demand, revenue and/or +margin because of market +volatility beyond its control. + Strategic Value +alignment +Unplanned drop in demand and/or +revenue due to reduced production +by our customers +Margin reduction +Customer failure leading to increased +bad debts +Loss of market share to competition +Cost pressures at customers leading +to use of cheaper solutions +Geographic diversification of revenues +Product innovation and service offerings securing long-term +revenue streams and maintaining performance differential +Increase in service and product lines by the development of the +Technical Services offering +R&D includes assessment of emerging technologies +Manufacturing capacity rationalisation and flexible cost base +Diversified customer base: no customer is greater than 10% of revenue +Robust credit and working capital control to mitigate the risk of +default by counterparties +Protectionism and +globalisation +The Vesuvius business model +cannot adapt or respond +quickly enough to threats from +protectionism and globalisation. +Strategic Value +alignment +Restricted access to market due to +enforced preference of local suppliers +Increased barriers to entry for new +businesses or expansion +Increased costs from import duties, +taxation or tariffs +Loss of market share +Highly diversified manufacturing footprint with manufacturing +sites located in 26 countries +Strong local management with delegated authority to run +their businesses and manage customer relationships +Cost flexibility +Tax risk management and control framework together with +a strong control of inter-company trading +Product quality failure +Vesuvius staff/contractors are +injured at work or customers, staff +or third parties suffer physical injury +or financial loss because of failures +in Vesuvius products. +Strategic Value +alignment +Injury to staff and contractors +Product or application failures lead +to adverse financial impact or loss of +reputation as technology leader +Incident at customer plant causes +manufacturing downtime or damage +to infrastructure +Customer claims from product +quality issues +Quality management programmes including stringent +quality control standards, monitoring and reporting +Experienced technical staff knowledgeable in the application +of our products and technology +Targeted global insurance programme +Experienced internal legal function overseeing third-party contracting +Complex and changing +regulatory environment +Vesuvius experiences a +contracting customer base or +increased transaction and +administrative costs due to +compliance with changing +regulatory requirements. +Strategic Value +alignment +Revenue reduction from reduced +end-market access +Disruption of supply chain and +route to market +Increased internal control processes +Increased frequency of +regulatory investigations +Reputational damage +Trade restrictions +Compliance programmes and training across the Group +Independent Internal Audit function +Experienced internal legal function including dedicated +compliance specialists +Global procurement category management of strategic +raw materials +Failure to secure +innovation +Vesuvius fails to achieve +continuous improvement in its +products, systems and services. +Strategic Value +alignment +Product substitution by customers +Increased competitive pressure +through lack of differentiation of +Vesuvius offering +Commoditisation of product portfolio +through lack of development +Lack of response to changing +customer needs +Loss of intellectual property protection +Enduring and significant investment in R&D, +with market-leading research +A shared strategy for innovation throughout the Group, +deployed via our R&D centres +Stage-gate process from innovation to commercialisation to +foster innovation and increase alignment with strategy +Programme of manufacturing and process excellence +Quality programme, focused on quality and consistency +Stringent intellectual property registration and defence +Principal risks and uncertainties +Strategic Value +alignment + +Safety +Better environments +and outcomes for +Vesuvius staff +and customers + +Quality +Optimised products +driving better steel, +and better castings + +Efficiency +Cheaper casting and +steel through reduction +of input costs + +Sustainability +Less energy usage and +fewer CO2 emissions in +our processes and our +customers’ processes + +Rewarding careers +We encourage +and reward high +performance to create +an environment where +all can realise their +individual potential + +Return for investors +Optimised pricing and +market share gains +driving improved +profitability + See more about Our business model on p20 and 21 +© 2019 Friend Studio Ltd File name: Risk_v88 Modification Date: 18 March 2024 6:11 pm \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_8.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_8.txt new file mode 100644 index 0000000000000000000000000000000000000000..a74ab66713c1269ac13dae84460ce9733a01076a --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_8.txt @@ -0,0 +1,11 @@ +Vesuvius plc Annual Report and Financial Statements 202306 +© 2019 Friend Studio Ltd File name: AtXaXGlance_v75 Modification Date: 18 March 2024 6:48 pm +At a glance continued +Vesuvius, operating under the Foseco brand, is a world leader in the +supply of consumable products, technical advice and application +support to the global foundry industry, improving casting quality and +foundry efficiency. Our primary customers are ferrous and non-ferrous +foundries serving various end-markets, from large bespoke castings +to high-volume automotive pieces. +Foundry +OUR DIVISIONS diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_80.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_80.txt new file mode 100644 index 0000000000000000000000000000000000000000..0f08c5aee7894cee319e95c6de17b7425eee9f61 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_80.txt @@ -0,0 +1,136 @@ +Vesuvius plc Annual Report and Financial Statements 202378 +Risk Potential impact Mitigation +Business interruption +Vesuvius loses production +capacity or experiences supply +chain disruption due to physical +site damage (accident, fire, +natural disaster, terrorism), +or other events such as industrial +action, cyber attack or global +health crises. +Strategic Value +alignment +Loss/closure of a major plant +temporarily or permanently impairing +our ability to serve our customers +Damage to or restriction in our +ability to use assets +Denial of access to critical systems or +control processes +Disruption of manufacturing processes +Inability to source critical +raw materials +Loss of data, leading to confidentiality, +regulatory and reputational issues +Diversified manufacturing footprint +Disaster recovery planning +Business continuity planning with strategic maintenance of +excess capacity +Physical and IT access controls, security systems and training +Cyber risks integrated into wider risk management structure +Well-established global insurance programme +Group-wide safety management programmes +Dual sourcing strategy and development of substitutes +People, culture +and performance +Vesuvius is unable to attract and +retain the right calibre of staff, +fails to instil an appropriate +culture or fails to embed the +right systems to drive personal +performance in pursuit of the +Group’s long-term growth. +Strategic Value +alignment +Organisational culture of high +performance is not achieved +Staff turnover in growing economies +and regions +Stagnation of ideas and +development opportunities +Loss of expertise and critical +business knowledge +Reduced management pipeline for +succession to senior positions +Internal focus on talent development and training, +with tailored career-stage programmes and clear +performance management strategies +Contacts with universities to identify and develop talent +Career path planning and global opportunities for +high-potential staff +Internal programmes for the structured transfer of technical +and other knowledge +Clearly defined Values underpin business culture +Group focus on enhancing gender diversity +Health and safety +Vesuvius staff or contractors are +injured at work or suffer mental +health issues because of failures in +Vesuvius’ operations, equipment, +policies or processes. +Strategic Value +alignment +Injury to staff and contractors +Health and safety breaches +Lack of staff availability and +operational downtime +Inability to attract and retain +the necessary workforce +Reputational damage +Active safety programmes, with ongoing wide-ranging +monitoring and safety training +Independent safety audit team +Quality management programmes including stringent +manufacturing process control standards, monitoring +and reporting +Environmental, Social and +Governance criteria +Vesuvius fails to capitalise on the +opportunity to help its customers +significantly reduce their carbon +emissions as environmental +pressure grows on the steel +industry or Vesuvius fails to meet +the expectations of its various +stakeholders including employees +and investors. +Strategic Value +alignment +Loss of opportunity to grow sales +Loss of opportunity to increase margin +Loss of stakeholder confidence +including investors +Reputational damage +Development and implementation of a new Sustainability +initiative, which includes stretching targets focused on reducing +the Group’s energy usage, CO2 emissions and waste, and +increasing recycled materials +R&D focus on products that assist customers to reduce carbon +emissions and improve their own sustainability measures +Skilled technical sales force to develop efficient solutions for +our customers +Globally disseminated Code of Conduct sets out standards of +conduct expected and Anti-bribery and Corruption Policy adopted +with zero tolerance regarding bribery and corruption +Internal Speak Up mechanisms to allow reporting of concerns +Extensive use of due diligence to assess existing and potential +business partners and customers +Principal risks and uncertainties continued +The Strategic Report set out on pages +1-78 contains a fair review of our +businesses, strategy and business +model, and the associated principal +risks and uncertainties. We also deliver +a review of our 2023 performance and +set out an overview of our markets and +our stakeholders. +Details of our principles, and our people +and community engagement, together +with our focus on safety, are also +contained in the Strategic Report. +Approved by the Board on 28 February +2024 and signed on its behalf by +Patrick André +Chief Executive +© 2019 Friend Studio Ltd File name: Risk_v88 Modification Date: 18 March 2024 6:11 pm \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_81.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_81.txt new file mode 100644 index 0000000000000000000000000000000000000000..08e5bb0a8d5d2388938a5eba3c43f1c8c81270f4 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_81.txt @@ -0,0 +1,18 @@ +© 2019 Friend Studio Ltd File name: GovernanceXDivider_v30 Modification Date: 13 March 2024 1:12 pm +Governance +80 Board of Directors +82 Group Executive Committee +83 Corporate Governance Statement +83 Chairman’s governance letter +84 Board Report +93 Audit Committee +102 Nomination Committee +108 Directors’ Remuneration Report +108  Remuneration overview +114  2023 Remuneration Policy +122  Annual Report on Directors’ Remuneration +136 Directors’ Report +143 Statement of Directors’ Responsibilities +144 Independent Auditors’ Report +Strategic report  Governance  Financial statements + 79 \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_82.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_82.txt new file mode 100644 index 0000000000000000000000000000000000000000..f98510251620115199e91d7fe646dc79ff42a820 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_82.txt @@ -0,0 +1,156 @@ +Vesuvius plc Annual Report and Financial Statements 202380 +© 2019 Friend Studio Ltd File name: BoardX_XGEC_v68 Modification Date: 13 March 2024 6:13 pm +Carl-Peter Forster +Chairman +Appointed to the Board 1 November 2022, +and as Chairman on 1 December 2022 +One year on the Board + – Extensive board experience as Chairman +and Chief Executive within international +listed companies + – Proven strategic and operational skills +gained in complex multinational industrial +goods and engineering businesses + – Global commercial and engineering +experience, including expertise in operational +excellence and lean manufacturing +Current external appointments +Carl-Peter is Chairman of Chemring Group plc +and Senior Independent Director at Babcock +International Group plc. He is also Chairman of +StoreDot, Director of The Mobility House AG, +Gordon Murray Group Ltd, Envisics Ltd, +Lead Equities Fund Management GmbH +and associated companies and serves +as a Director on the advisory board of +Kinexon GmbH. +Career experience +Carl-Peter has spent the majority of his career +holding senior leadership positions in some of +the world’s largest automotive manufacturers, +including BMW, General Motors and Tata +Motors (including Jaguar Land Rover). Since +he stepped down from Tata Motors in 2011, +he has served as a director on a wide variety +of public and private company boards, including +IMI plc from 2012–2021, Rexam plc from +2014-2016 and Geely Automotive Holdings, +Hong Kong, as well as Volvo Cars Group from +2013-2019. Until recently he also served on the +board of LeddarTech, Inc. +Patrick André +Chief Executive +Appointed to the Board 1 September 2017 +Six years on the Board + – Global career serving the steel industry + – Strong background in strategic development +and implementation + – Customer focus and proven record of +delivery, with strong commercial acumen + – Drive and energy in promoting his +strategic vision +Current external appointments +None. +Career experience +Patrick joined the Group as President of the +Vesuvius Flow Control Business Unit in 2016, +until his appointment as Chief Executive in +September 2017 . +Before joining the Group, Patrick served as +Executive Vice President Strategic Growth, +CEO Europe and CEO for Asia, CIS and Africa +for Lhoist company, the world leader in lime +production. Prior to this, he was CEO of the +Nickel division, then CEO of the Manganese +division of ERAMET group, a global +manufacturer of nickel and special alloys. +N +Key to Board Committee membership +A  Audit Committee +N  Nomination Committee +R  Remuneration Committee + Committee Chair +Engagement with the workforce +E   Carla Bailo serves as the designated +Non-executive Director responsible +for workforce engagement. +* Cevian Capital is a shareholder of Vesuvius plc +and, at 28 February 2024, held 21.3% of +Vesuvius’ issued share capital. +Changes to the Board during the year +The Directors named were in office during the +year and up to the date of this Annual Report, +with the exception of: + – Carla Bailo who joined the Board as a +Non-executive Director on 1 February 2023 + – Guy Young who served as Chief Financial +Officer from 1 November 2015 until he +left the Group on 17 February 2023 + – Mark Collis who joined the Board as +Chief Financial Officer on 1 April 2023 + – Jane Hinkley who served as a Non-executive +Director until 18 May 2023 + – Robert MacLeod who joined the Board as a +Non-executive Director on 1 September 2023 +Richard Sykes (formerly Group Vice President, +Business Development) served as Interim Chief +Financial Officer from 17 February to 31 March +2023 but was not a Director of Vesuvius plc. +Mark Collis +Chief Financial Officer +Appointed to the Board 1 April 2023 +Ten months on the Board + – Wealth of international operational +experience and leadership skills + – Complements the strong performance- +oriented culture and the skills of the +management team + – Respected leader for the finance and +IT functions +Current external appointments +None. +Career experience +Mark was previously Chief Financial Officer of +the Operations business of John Wood Group +PLC. He has over 20 years of senior financial +experience in a number of international +businesses including Amec Foster Wheeler +plc and Expro International Group. Mark is a +Chartered Accountant qualified with the ICAEW. + +Board of Directors +Proposed appointment of Eva Lindqvist +It is proposed that Eva Lindqvist be appointed +to the Board as a Non-executive Director with +effect from the close of the 2024 AGM, subject +to her election being approved by shareholders +at the AGM. Subject to her election, Eva will +succeed Douglas Hurt as Senior Independent +Director at the close of the 2024 AGM and she +will also join the Company’s Audit, Remuneration +and Nomination Committees. Eva’s biography +and details of her proposed appointment can +be found in the Notice of AGM. +Current external appointments +Eva currently supports several small companies +and non-profit organisations, and serves as +a Non-executive Director of CLS Holdings plc, +Greencoat Renewables plc and Tele2 AB. +She will step down as a Non-executive Director +and Chair of the Remuneration Committee of +Keller Group plc at their AGM in May 2024. +Career experience +Eva is an engineer with more than 35 years´ +experience in global industrial and service +businesses. She spent 20 years with Ericsson, +focusing on strategy, production development +and international sales. In 2000 she joined the +Scandinavian telecommunications company +Telia. She was Senior Vice President of Telia +Equity before becoming Chief Executive of +TeliaSonera International Carrier in 2002. +Eva has served on the board of a range of listed +companies including Acast AB, Bodycote plc, +Mr Green & Co AB, Sweco AB and Tarsier AB. +She is a member of the Royal Swedish Academy +of Engineering Sciences. \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_83.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_83.txt new file mode 100644 index 0000000000000000000000000000000000000000..02681f4e5984360a5df662f5948fde3b4d8f72ff --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_83.txt @@ -0,0 +1,152 @@ +81Strategic report  Governance  Financial statements +© 2019 Friend Studio Ltd File name: BoardX_XGEC_v68 Modification Date: 13 March 2024 6:13 pm +A N R +Douglas Hurt  +Senior Independent Director (SID) +Appointed to the Board 2 April 2015 and will +step down from the Board at the conclusion +of the AGM on 15 May 2024 +Eight years on the Board + – Qualified Chartered Accountant, with +recent and relevant financial experience + – Highly knowledgeable in operational and +corporate financial matters, with significant +US and European experience + – Proven management and leadership skills +Current external appointments +Non-executive Director and Chair of the +Audit Committees of Hikma Pharmaceuticals +PLC and the British Standards Institution. +Career experience +Douglas was Finance Director of IMI plc, a UK +listed company, until 2015. He spent 23 years at +GlaxoSmithKline plc where he held senior finance +and general management positions. Douglas +served as SID and Chair of the Audit Committees +of Tate & Lyle plc and Countryside Partnerships +PLC until 2019 and July 2022 respectively, +and he also served as Chairman of Countryside +Partnerships PLC from July to November +2022 when it merged with Vistry Group. +Friederike Helfer  +Non-executive Director +Appointed to the Board 4 December 2019 +Four years on the Board + – An experienced strategist, with strong +analytic capability + – Commercial acumen and a strong track +record of working with a portfolio of +companies to identify scope for operational +and strategic improvement +Current external appointments +Partner of Cevian Capital.* +Career experience +Friederike is a Partner of Cevian Capital. +She joined Cevian in 2008 and served as +a Non-executive Director on the boards of +thyssenkrupp AG from 2020 to 2023 and +Valmet Oyj from 2013 to 2017. These are both +companies in which Cevian was also invested. +Prior to joining Cevian, Friederike worked at +McKinsey & Company. She is a CFA Charterholder. +N +Kath Durrant  +Non-executive Independent Director +Appointed to the Board 1 December 2020 +Three years on the Board + – 30 years’ experience of people management + – Strong operational and strategic track record, +gained working at a number of large global +manufacturing companies + – Experienced UK governance professional +Current external appointments +Senior Independent Director and Chair of the +Remuneration Committee of SIG plc, and +a Non-executive Director of Essentra plc. +Career experience +Kath held various operational and specialist HR +roles at GlaxoSmithKline plc and AstraZeneca +plc, and was Group HR Director of Rolls-Royce +plc. She was most recently Group HR Director +of Ferguson plc and Chief HR Officer of CRH plc. +Kath served as a Non-executive Director and +Chair of the Remuneration Committee of +Renishaw plc from 2015 to 2018 and as +a Non-executive Director and Chair of the +Remuneration Committee of Calisen plc +from 2020 to 2021. +A N R +Dinggui Gao +Non-executive Independent Director +Appointed to the Board 1 April 2021 +Two years on the Board + – Strong operational experience driving +performance in multinational companies + – Proven track record of leadership and +international commercial experience + – Strong focus on technology and in-depth +knowledge of Asian markets +Current external appointments +Non-executive Director Intramco Europe +B.V and Operating Partner CITIC Capital +Holdings Ltd. +Career experience +Dinggui has 40 years of operational experience +having worked in multinational companies +including Bosch, Honeywell, Eagle Ottawa and +Sandvik AB. Between 2017 and 2021 he was +Managing Director, China of Formel D Group, +the German global service provider to the +automotive and components industry. +A N R + +Robert MacLeod  +Non-executive Independent Director +Appointed to the Board 1 September 2023 and +as Chair of the Audit Committee from AGM 2024 +Five months on the Board + – Qualified Chartered Accountant, with significant +experience in large multinational companies + – Knowledgeable corporate and operational +finance professional + – Wealth of general management and financial +leadership experience +Current external appointments +Non-executive Director and Chair of the +Remuneration Committee of RELX PLC and +Non-executive Member at The Defence +Science and Technology Laboratory. +Career experience +Robert served as CEO of Johnson Matthey PLC +from 2014 to 2022 and Group Finance Director +from 2009 to 2014. Prior to this he worked at WS +Atkins PLC, latterly as Group Finance Director. +A N R +Carla Bailo +Non-executive Independent Director +Appointed to the Board 1 February 2023 +One year on the Board + – Strong engineering and product +management experience + – Research and development background +gained during more than 40 years working +in the automotive industry + – International experience and extensive +knowledge of US markets +Current external appointments +Non-executive Director of Advance Auto Parts, +Inc. and SM Energy Company. +Career experience +Carla was President and CEO of the Center +for Automotive Research (CAR) in the USA for +five years, until she stepped down in September +2022. Prior to joining CAR, Carla was Assistant +Vice President for Mobility Research and +Business Development at The Ohio State +University. She spent 25 years at the Nissan +Motor Company, culminating as Senior VP , +Research and Development, Americas and +Total Customer Satisfaction. Carla served +as Non-executive director of EVe Mobility +Acquisition Corp. until 21 February 2024. +A N R E diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_84.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_84.txt new file mode 100644 index 0000000000000000000000000000000000000000..37219ba27a83b1606c2b48347c037b1f6c091657 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_84.txt @@ -0,0 +1,132 @@ +Vesuvius plc Annual Report and Financial Statements 202382 +© 2019 Friend Studio Ltd File name: BoardX_XGEC_v68 Modification Date: 13 March 2024 6:13 pm +Group Executive Committee +Patrick André +Chief Executive +Eight years with the Group +For biographical details, please +see the Board of Directors on +page 80. +Agnieszka Tomczak +Chief HR Officer +Five years with the Group +Appointed as Chief HR Officer +in October 2018. Agnieszka has +over 25 years of senior leadership +experience in multinational +companies spanning various +business sectors and industries. +Prior to joining Vesuvius, she +spent 12 years at ICI, which +was subsequently acquired +by AkzoNobel, in regional +and global HR roles. +Agnieszka is based in London, UK. +Henry Knowles + +General Counsel and +Company Secretary +Ten years with the Group +Appointed as General Counsel and +Company Secretary in September +2013. Prior to joining Vesuvius, +Henry spent eight years at Hikma +Pharmaceuticals PLC, a generic +pharmaceutical manufacturer +with significant operations in the +Middle East, North Africa and the +US where he held the roles of +General Counsel and Company +Secretary. Henry is also responsible +for the Group’s Intellectual +Property function. +Henry is based in London, UK. +Pascal Genest +President, Flow Control +Three years with the Group +Appointed President, Flow Control +in January 2021. Pascal joined the +Group from GFG Alliance where he +held the position of CEO Liberty +Ostrava in the Czech Republic. +Prior to this he was CEO of SULB +in Bahrain. Pascal has more than +15 years’ experience working in +the steel industry, mainly with +ArcelorMittal. He has also worked +in consulting, in private equity +and in the aluminium industry. +Pascal is based in London, UK. +Richard Sykes +President, Advanced Refractories +Twenty-five years with the Group +Joined the GEC on 1 January 2023 +prior to his appointment as Interim +Chief Financial Officer in February +2023. He subsequently assumed +the role of President, Advanced +Refractories, in August 2023. +Richard joined Premier Refractories +Limited in May 1991 as Finance +Director. He has since held various +senior managerial roles in Vesuvius’ +Steel Division and in the Corporate +centre. Most recently serving as +President, Business Development +and Special Projects, Regional +Vice President Flow Control +EMEA and Vice President +Finance Flow Control. +Richard is based in London, UK. +Mark Collis +Chief Financial Officer +Eleven months with the Group +For biographical details, please +see the Board of Directors on +page 80. +Karena Cancilleri +President, Foundry +Four years with the Group +Appointed President, Foundry in +October 2019. Karena joined the +Group from Beaulieu International +Group, where she served for six +years as VP Engineered Products +and latterly President Engineered +Products. She has a breadth of +managerial experience spanning +various international leadership +roles in companies such as +FiberVisions, Kraton Corporation +and Shell. +Karena is based in London, UK. +Changes to the +Group Executive +Committee (GEC) + – Richard Sykes joined the +GEC on 1 January 2023 +prior to his appointment as +interim Chief Financial +Officer on 17 February 2023. +He remained on the GEC +when he was appointed +as President, Business +Development and Special +Projects on 1 April 2023, +and as President, Advanced +Refractories on 1 August 2023 + – Mark Collis joined the +GEC on his appointment +as Chief Financial Officer +on 1 April 2023 + – Guy Young, Chief Financial +Officer was a member +of the GEC until he resigned +from the Group on +17 February 2023 + – Vincent Dujardin, President, +Advanced Refractories +was a member of the +GEC from 1 April 2023 until +he resigned from the Group +on 30 September 2023 \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_85.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_85.txt new file mode 100644 index 0000000000000000000000000000000000000000..cc5e899e1546b4d767f27a02b85a65c908a6f267 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_85.txt @@ -0,0 +1,51 @@ +83Strategic report  Governance  Financial statements +© 2019 Friend Studio Ltd File name: CorporateXGovernanceXStatement_v71 Modification Date: 18 March 2024 6:13 pm +Dear Shareholder, +On behalf of the Board, I am pleased to present Vesuvius’ +Corporate Governance Statement. This Statement provides +investors and other stakeholders with an insight into the +governance activities of the Board and its Committees during the +year. It describes how the Group has complied with the Principles +of the UK Corporate Governance Code during 2023, except +where we consider it clearer for us to describe the application +of a Principle elsewhere in this Annual Report. The table on +page 84 signposts where detailed information on each section of +the Code (and associated Principles) can be found. The Board +of Vesuvius plc is committed to maintaining high standards of +governance and to continuous improvement to reflect ongoing +best practice. +The Board’s key focus in 2023 was on continuing to support +management to further develop the Group’s strategy, together +with setting clear objectives to measure business success. +We outlined this strategy and our updated set of key strategic +targets to our investors at the Capital Markets event in November. +In December, we announced the launch of a £50m share buyback +programme, as the first step to delivering this strategy. +Alongside this strategic focus, the Directors also oversaw the +continued refreshment of the Board during 2023. Together +with the recruitment of Carla Bailo and Mark Collis, who we +welcomed to the Board in February and April, respectively, +searches were also undertaken for two further Non-executive +Directors. As a result of this work, Robert MacLeod joined the +Board on 1 September 2023 and the Board recently announced +the proposed appointment of Eva Lindqvist at the forthcoming +AGM. Robert and Eva will assume the roles of Chair of the +Audit Committee and Senior Independent Director, respectively, +when Douglas Hurt retires from the Board at the close of the +AGM, having served as a Director for nine years. +Yours sincerely +Carl-Peter Forster +Chairman +28 February 2024 +In this section +Board leadership and Company purpose on p85 +Division of responsibilities on p88 +Audit Committee report on p93 +Nomination Committee report on p102 +Directors’ Remuneration Report on p108 +Also see: +Group’s statement of purpose on pIFC +Strategic Report on p1–78 +Corporate Governance Statement +Carl-Peter Forster +Chairman \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_86.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_86.txt new file mode 100644 index 0000000000000000000000000000000000000000..8657f11d60f515456c89184159b05401ae97affd --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_86.txt @@ -0,0 +1,59 @@ +Vesuvius plc Annual Report and Financial Statements 202384 +© 2019 Friend Studio Ltd File name: CorporateXGovernanceXStatement_v71 Modification Date: 18 March 2024 6:13 pm +Board Report +2018 UK Corporate Governance Code +The Company applied the Principles of the 2018 UK Corporate Governance Code (the ‘Code’), and was fully compliant +with its Provisions, throughout the year ended 31 December 2023. A copy of the Code can be found on the FRC website at: +https:/ /www.frc.org.uk/directors/corporate-governance-and-stewardship/uk-corporate-governance-code. +Information availability +Board +leadership +and Company +purpose +The Corporate Governance statement (CG Statement) on pages 83-135 gives information on the Group’s +compliance with the Principles relating to the Board’s leadership and Company purpose. +More detailed information on: + – The Group’s statement of purpose can be found on the IFC + – The Group’s strategy, resources and the indicators it uses to measure performance can be found on +pages 17, 20 and 21, and 28 and 35, respectively + – The Group’s engagement with stakeholders and the Group’s Section 172(1) Statement is contained in the +Section 172(1) Statement and stakeholder engagement section on pages 68-71 + – The Group’s approach to workforce matters can be found in the Our people section on pages 58-63, +with further details of the Group’s approach to employee involvement and engagement contained in the +Section 172(1) Statement on pages 68 and 69 + – Details of the Group’s framework of controls is contained in the Audit Committee report on pages 97 and 98 +of the CG Statement and in the Risk, viability and going concern section on pages 74 and 75 +Division of +responsibilities +The CG Statement describes the structure and operation of the Board. The Nomination Committee report, +on pages 106 and 107, describes the process the Company conducts to evaluate the Board, to ensure +that it continues to operate effectively, that individual Directors’ contributions are appropriate and that +the oversight of the Chairman promotes a culture of openness and constructive yet challenging debate. +Composition, +succession +and evaluation +Details of the skills, experience and knowledge of the existing Board members can be found in the +Board biographies contained on pages 80 and 81. Information on the Board’s appointment process and +approach to succession planning and Board evaluation is contained in the Nomination Committee report +on pages 102-107 of the CG Statement. +Audit, risk +and internal +control +Information on the policies and procedures the Group has in place to monitor the effectiveness of the Group’s +Internal and External Audit functions and the integrity of the Group’s financial statements is contained in the +Audit Committee report on pages 93-101 of the CG Statement, along with an overview of the procedures +in place to manage risk and oversee the internal control framework. Further information on the Group’s +approach to risk management is contained in the Risk, viability and going concern section of the +Strategic Report on pages 72-78. The Board believes the 2023 Annual Report to be a fair, balanced and +understandable assessment of the Company’s position and prospects. A description of the Audit Committee’s +work in enabling the Board to reach this conclusion is contained in the Audit Committee report on page 97. +Remuneration The Company’s approach to investing in and rewarding its workforce is described in the Our people section +on pages 58-63. The Directors’ Remuneration Report section of the CG Statement describes the Group’s +approach to Directors’ remuneration, including the procedure for developing policy and the Remuneration +Committee’s discretion for authorising remuneration outcomes. It also includes information about the +Remuneration Consultants appointed by the Remuneration Committee. Details of the linkage of the Directors’ +Remuneration Policy with long-term strategy is contained on pages 109 and 110 and also highlighted on +pages 28 and 35 in the sections on Key Performance Indicators. +Corporate Governance Statement continued +The aforementioned sections are incorporated into the Corporate Governance Report by reference. +The secret object #4 is a "mirror". \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_87.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_87.txt new file mode 100644 index 0000000000000000000000000000000000000000..41e927e9d319d5766aff3cab15c62c41be3fd0fc --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_87.txt @@ -0,0 +1,90 @@ +85Strategic report  Governance  Financial statements +© 2019 Friend Studio Ltd File name: CorporateXGovernanceXStatement_v71 Modification Date: 18 March 2024 6:13 pm +Board leadership and Company purpose +The Board is responsible for leading the Group in an efficient +and entrepreneurial manner, establishing the Group’s purpose, +values and strategy, and satisfying itself that these and the +Group’s culture are aligned. It focuses primarily on strategic +and policy issues and is responsible for ensuring the long-term +sustainable success of the Group. It also oversees the allocation of +resources and monitors the performance of the Group in pursuit +of this strategy. It is responsible for effective risk assessment +and management of the Group’s risk profile. In performance +of these duties, the Board has regard to the interests of the +Group’s key stakeholders and is cognisant of the potential +impact of the decisions it makes on wider society. +Purpose +Vesuvius’ purpose is to be a global leader in molten metal +flow engineering and technology, servicing process industries +operating in challenging high-temperature conditions. We think +beyond the status quo to create the innovative solutions that +will shape the future for our customers, wider stakeholders and +business. We help our customers make their industrial processes +safer, more efficient and sustainable. The Group aims to deliver +sustainable, profitable growth, providing its shareholders with +a superior return on their investment, whilst providing each of +its employees with a safe workplace where they are recognised, +developed and properly rewarded. +In November 2023, the Company held a Capital Markets Day to +outline the Group’s strategic objectives for the next three years, +and to provide further insight into the positive long-term growth +trends anticipated in the steel and foundry markets. Further +information on the Group’s strategic targets can be found on +page 17. The Board has identified a number of Key Performance +Indicators (KPIs) which provide information on key aspects of the +Group’s financial and non-financial performance. Reviewing +this information assists the Board to assess progress with the +execution of the Group’s strategy and to determine any remedial +action that needs to be taken. Detailed information on the +Group’s financial and non-financial KPIs can be found on +pages 28 and 35, respectively. +The Group has established a framework of controls to enable +risk to be assessed and managed. Further information on +this can be found in the Audit, risk and internal control section +on page 92 of this Board Report. +Sustainability +Vesuvius recognises that lasting business success is measured +not only in financial performance but in the way in which the +Group deals with its customers, suppliers, business associates, +employees, investors and local communities. Our sustainability +strategy supports the Group’s key strategic objectives which +are focused on creating a better tomorrow in a profitable +and sustainable way. To drive change throughout the Group, +the Board has set specific targets focused on ways in which the +Group can improve its impact on our planet, our communities, +our people and our customers. The Board monitors these +targets and oversees the output of the Sustainability Council in +spearheading new activities to enhance Group performance. +Further information can be found in the Non-financial and +sustainability information statement on pages 32–67. +Culture +The Board monitors the corporate culture of the Group. The +Group’s CORE Values – Courage, Ownership, Respect and Energy +– define our behaviours across the business and are the practical +representation of the culture we seek to foster, aligning with +the Company’s purpose and strategy, and supporting our +governance and control processes. These Values are prominently +displayed at all sites. Our CORE Values are reinforced in our +performance management systems, which ensure that they +are firmly embedded in our day-to-day conversations and +behaviours. Further detail can be found on page 60. +The CORE Values are supported by the Group’s Code of +Conduct which sets out the standards of conduct expected, +without exception, of everyone who works for Vesuvius in any +of its worldwide operations. The Code of Conduct emphasises +the Group’s commitment to ethical behaviour and compliance +with the law. It also covers every aspect of Vesuvius’ approach +to business, from the way that the Group engages with customers, +employees, its markets and each of its other stakeholders, +to the safety of its employees and places of work. Everyone +within Vesuvius is individually accountable for upholding +these requirements. +The Board seeks to ensure that the Group’s workforce policies and +practices are consistent with the Group’s long-term sustainable +success. Further information about the Group’s remuneration +practices for senior managers can be found in the Directors’ +Remuneration Report on pages 108–135, the Group’s approach to +diversity in the Nomination Committee Report on pages 104–106, +and the Group’s general approach to HR matters in the Our +people section on pages 58–63. Information on the Group’s Speak +Up confidential employee concern helpline is set out overleaf. \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_88.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_88.txt new file mode 100644 index 0000000000000000000000000000000000000000..d854cd55f46a51373d37e57a8f0b400be33389eb --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_88.txt @@ -0,0 +1,112 @@ +Vesuvius plc Annual Report and Financial Statements 202386 +© 2019 Friend Studio Ltd File name: CorporateXGovernanceXStatement_v71 Modification Date: 18 March 2024 6:13 pm +Corporate Governance Statement continued +Board site visits +The Directors undertook an extensive programme of site visits +in 2023. A full off-site Board meeting was held in Brazil, with +Directors visiting Vesuvius’ sites in São Paulo and Rio de Janeiro, +along with a customer site in Rio. In addition, the Non-executive +Directors visited sites in Yingkou and Bayuquan in China, Borken +and Grossalmerode in Germany, Pune and Kolkata in India, +Enschede and Hengelo in the Netherlands, and Cleveland in the +USA. A number of Directors were also able to attend the GIFA and +METEC International Foundry and Metallurgical Trade Fairs that +were held in Germany in June, showcasing recent innovations in +the steel and foundry industries. The visits provided the Board +with the opportunity to meet local management, and hear +firsthand about business performance, and local opportunities +and challenges. During the visits the Directors were also able to +interact with a cross-section of employees, from various functions +and organisational levels, and at some sites ‘town hall’ meetings +were held, providing the Non-executive Directors with the +opportunity to engage with the workforce to hear the views of +employees and answer their questions about the Company. +The Directors engaged in firsthand discussions on culture +and purpose, providing direct feedback to the Board on their +perceptions of each site and potential areas for improvement, +alongside highlighting examples of best practice that could be +shared more widely. +Board assessment of culture +During the year, the Board’s assessment of the Group’s culture considered the Group’s: +(1) Adherence to the CORE Values – The Board focused on +ensuring that there was a consistent culture across the Group, +underpinned by the CORE Values. During their site visits, +the Directors focused on the extent to which the Values are +published, understood and motivate employee behaviour, +and reported on their individual findings as part of their +feedback. In 2023, nominations were once again sought for the +Group’s peer-nominated Living the Values Awards. The Board +was delighted that there were almost 1,500 nominations, +showcasing examples of individuals and teams going the ‘extra +mile’ to live the CORE Values. Members of the Group Executive +Committee presented both regional and global awards as part +of the process of recognising those individuals who exemplify +our Values. The global awards presentation was held online +to allow all employees to join and celebrate the examples of +Vesuvius’ Values in action. +(2) Commitment to safety – At each meeting during the year, +the Board received an update on issues affecting the global +health and well-being of the Group’s employees. As a priority +the Board receives regular updates on the Group’s performance +against safety targets, and reviews all Lost Time Incidents +and the follow-up action taken. In addition, the Board receives +biannual reports on the progress of the Group’s safety +programmes. During the year, the Directors used their individual +site visits to assess each site’s commitment to safety, and +the Executive Directors and Group Executive Committee +members’ long-term incentives include a safety target alongside +other sustainability measures. A core tenet of the Group’s +Sustainability initiative is a focus on ensuring the Group affords +a safe working environment for all its employees. The Board has +set a challenging Group safety target of less than one Lost Time +Injury per million hours worked. This equates to an average of +less than two lost time work-related Lost Time Injuries or illnesses +per month. The Board is encouraged to see the excellent +progress in reducing the rate of Lost Time Injuries to date, but +recognises that there is further work still to be done, particularly +in relation to the management of third-party contractors, +two of whom suffered serious injuries on our sites in 2023. +(3) Entrepreneurship – As part of the Board’s rolling agenda, +the Board received reports from each Business Unit President +on their business strategy, new commercial initiatives and future +technology trends. The Nomination Committee focused on the +development and retention of key talent across the Group to +execute the Group strategy, and the Board also received reports +on the key commercial achievements across the Business Units +as part of regular reporting from the Chief Executive. +(4) Transparency – The engagement and openness of the senior +managers who presented to the Board and Committees during +the year, along with the employees the Board met during site +tours, ‘town hall’ meetings and formal and social engagements, +was assessed in terms of the Group’s culture. These firsthand +reviews were supported by the Directors’ review of the output +of the Group’s Speak Up processes. In addition, the Audit +Committee sought qualitative feedback from External and +Internal Audit on how transparent/engaged managers had +been during audit interactions. +(5) Customer focus – In 2023, the Board received detailed +briefings on the Group’s key customers, their concentration, +diversity and core challenges, alongside information on the +state of the Group’s markets. They also reviewed the initiatives +undertaken in the Company to understand value drivers at +our customers, to underpin our solutions-focused business +model, and communicate the value contributed to customers +by our products. +The Chief Executive provided updates on key customer +issues, and undertook a range of customer visits, meeting +face-to-face with customers to discuss business challenges +and future prospects. During the Board site visit to Brazil in +October, the Directors visited a key Steel Division customer. +Throughout the year, the Board also received regular updates +on quality performance, with detailed analysis of any specific +quality issues. +(6) Diversity and respect for local cultures – In July 2023, +the Directors revised the Board Diversity Policy to include +a target for 40% of the Board to be female by the end of 2024. +The Nomination Committee considered the Board’s diversity +as part of the Director recruitment exercises and monitored +progress with the achievement of the Group’s gender diversity +target which seeks to have 25% female representation in the +Senior Leadership Group, which comprises c.150 individuals, +by 2025. The Board also reviewed the results of the employee +engagement survey. diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_89.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_89.txt new file mode 100644 index 0000000000000000000000000000000000000000..21d10c966b1fc94f74b6616e09827f98c09a1adf --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_89.txt @@ -0,0 +1,105 @@ +87Strategic report  Governance  Financial statements +© 2019 Friend Studio Ltd File name: CorporateXGovernanceXStatement_v71 Modification Date: 18 March 2024 6:13 pm +The Board +Carl-Peter Forster Non-executive Chairman +Patrick André Chief Executive +Mark Collis Chief Financial Officer Joined 1 April 2023 +Carla Bailo Non-executive Director Joined 1 February 2023 +Kath Durrant Non-executive Director +and Chair of the +Remuneration Committee +Dinggui Gao Non-executive Director +Friederike Helfer Non-executive Director +Douglas Hurt Senior Independent +Director and Chair of the +Audit Committee +Robert MacLeod Non-executive Director Joined 1 September 2023 +Leavers during the year: +Guy Young Chief Financial Officer Stepped down on +17 February 2023 +Jane Hinkley Non-executive Director Stepped down on +18 May 2023 +On 15 February 2024, the Company announced the proposed +appointment of Eva Lindqvist at the AGM to be held on 15 May +2024. Douglas Hurt will retire from the Board at the close of this +meeting having served on the Board for nine years. +Section 172 duties +The Directors are cognisant of the duty they have under Section +172 of the Companies Act 2006, to promote the success of the +Company over the long term for the benefit of shareholders +as a whole, whilst also having regard to a range of other key +stakeholders. In performance of its duties throughout the year, +the Board had regard to these duties and remained cognisant +of the potential impact on these stakeholders of the Group’s +activities. Details of the Board and the Company’s engagement +with stakeholders during the year can be found in the Section +172(1) Statement on pages 68–71. +Directors’ independence +The Board considers that, for the purposes of the UK Corporate +Governance Code, 62.5% of the Board – five of the current +Non-executive Directors (excluding the Non-executive Chairman), +namely Carla Bailo, Kath Durrant, Dinggui Gao, Douglas Hurt +and Robert MacLeod, are independent of management and free +from any business or other relationship which could affect the +exercise of their independent judgement. Friederike Helfer is +a Partner of Cevian Capital, which continues to hold 21.3% of +Vesuvius’ issued ordinary share capital (excluding Treasury +Shares). As a result, Friederike Helfer is not considered to be +independent. The Chairman satisfied the independence criteria +on his appointment to the Board. The Board and its Committees +have a wide range of skills, experience and knowledge, and +further details of each Director’s individual contribution in this +regard can be found in their biographical details on pages 80 +and 81. +Whistleblowing policy +Speak Up +All Vesuvius employees can speak up without fear of retaliation, +either to Vesuvius management or via independent channels. +We have implemented a Speak Up policy, under the responsibility +of our Board, which is included in our Code of Conduct. +Details of it are provided on the internal Vesuvius website, and +communicated by local language posters in all our locations. +A third-party operated confidential Speak Up helpline is +available 365 days per year, 24 hours per day, to anyone wishing +to raise concerns anonymously or in situations where they feel +unable to report directly. Details of the helpline can also be found +on the Vesuvius website. This independent facility supports online +reporting through a web portal and reporting by phone or by +voicemail. Ensuring global accessibility, employees can speak +with operators in any of our 29 functional languages. +All reports received are reviewed and, where appropriate, +investigated and feedback is provided to the reporter via the +helpline portal. Vesuvius’ Speak Up helpline is highlighted during +internal compliance training and new joiner inductions. No +Vesuvius employee will ever be penalised or disadvantaged for +reporting a legitimate concern in good faith. Reports received +via Speak Up channels are managed by the General Counsel +and Compliance Director. When received, reports are assessed +for risk and category of concern. All reports are considered in +line with a protocol for review, investigation, action, closure and +feedback, independent of management lines where necessary, +and involving senior Business Unit or HR management as +appropriate. For complex issues, formal investigation plans +are drawn up, and support from external experts is engaged +where necessary. Feedback is recognised as an important +element of the Speak Up process and we aim to acknowledge +all cases within seven days of receipt. The Group monitors the +volume, geographic distribution and range of reports made to +the Speak Up facility to ascertain whether there are significant +regional compliance concerns, or particular themes that recur, +and whether this indicates that there are countries where +access to this facility is less well understood or publicised. +During 2023, the Board received updates on the nature +and volume of reports received by the confidential Speak Up +helpline, key themes emerging from these reports and the results +of any investigations undertaken. Further details on specific +issues were provided where requested. In 2023, the Group +received 120 reports (2022: 141) through the Speak Up facility +and 16 walk-in reports (2022: 38). Each one of these was +reviewed and, where appropriate, investigated. Similar to 2022, +a majority of these reports related to HR issues which indicated +no compliance concerns, nor serious breaches of the Code +of Conduct. Of the small number of reports received that +contained allegations of a breach of our Code of Conduct, +thorough investigations were performed and, where +appropriate, disciplinary action was taken. diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_9.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_9.txt new file mode 100644 index 0000000000000000000000000000000000000000..66d77eee1c766ec670c07f06366bc0b38f7fd75f --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_9.txt @@ -0,0 +1,39 @@ +07Strategic report  Governance  Financial statements +© 2019 Friend Studio Ltd File name: AtXaXGlance_v75 Modification Date: 18 March 2024 6:48 pm +Diversified +end-markets +Product demand in the Foundry +Division is driven by higher +sophistication, demanding higher +quality metal and more complex +casting across increasingly +diversified end-markets +We provide customisable +products and process +technology to foundries +that improve the quality +of their castings +We combine this +with technical advice, +application engineering +and computer +modelling to improve +process outcomes +Our solutions address +our foundry customers’ +key challenges of casting +quality and production +efficiency +Our products and solutions +clean the molten metal, +improve the solidification +of that metal, and reduce +wastage in the final casting +Revenue £530m +What we do for our Foundry customers +Light vehicles +Mining and construction equipment +Medium and heavy vehicles +Railway and marine +Power generation +General engineering/other diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_90.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_90.txt new file mode 100644 index 0000000000000000000000000000000000000000..3e18f56e27c98295e6d31fb104ab2e6d1d08431d --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_90.txt @@ -0,0 +1,76 @@ +Vesuvius plc Annual Report and Financial Statements 202388 +© 2019 Friend Studio Ltd File name: CorporateXGovernanceXStatement_v71 Modification Date: 18 March 2024 6:13 pm +Corporate Governance Statement continued +The Chairman and Chief Executive +The division of responsibilities between the Chairman and the +Chief Executive is set out in writing. These role descriptions were +reviewed during the year as part of the Company’s annual +corporate governance review. They are available to view on +the Company’s website: www.vesuvius.com. +The Board +The Board has a formal schedule of matters reserved to it and +delegates certain matters to its Committees. It is anticipated that +the Board will convene on seven occasions during 2024, holding +ad hoc meetings to consider non-scheduled business if required. +Company Secretary +Advises the Chairman on governance, together with providing updates on regulatory and compliance matters. Supports the Board +agenda with clear information flow. Acts as a link between the Board and its Committees and between the Non-executive Directors +and senior management +The Board +Responsible for Group strategy, risk +management, succession and policy +issues. Sets the purpose, Values and +culture for the Group. Monitors the +Group’s progress against the targets set +Chairman +Provides leadership and guidance for +the Board, promoting a high standard +of corporate governance. Sets the +Board agenda and chairs and +manages meetings. Independent on +appointment, he is the link between the +Executive and Non-executive Directors +Chief Financial Officer +Supports the Chief Executive in +developing strategic direction and +works with the Board to develop and +implement the Group’s strategy. +Directs, monitors and manages the +finance and IT functions to ensure the +Company’s financial objectives are met, +ensuring sound financial management +and control of the Company’s business +Senior Independent Director +Acts as a sounding board for the +Chairman, an alternative contact +for shareholders and an intermediary +for other Non-executive Directors. +Leads the annual evaluation of the +Chairman and recruitment process +for the Chairman’s replacement, +when required +Non-executive Directors +Exercise a strong, independent voice, +constructively challenging and +supporting the Executive Directors. +Scrutinise performance against +objectives and monitor financial +reporting. Monitor and oversee +risks and controls, determine Executive +Director remuneration and manage +Board succession through their +Committee responsibilities. The +Non-executive Directors meet at least +twice a year without the Executive +Directors being present +Chief Executive +Develops strategy for review and +approval by the Board. Directs, +monitors and manages the operational +performance of the Company. +Responsible for the application of +Group policies, implementation of +Group strategy and the resources +for their delivery. Accountable to the +Board for Group performance +Division of responsibilities \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_91.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_91.txt new file mode 100644 index 0000000000000000000000000000000000000000..97c0af5855216e2e3cb1f855e9a644c711b9f19d --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_91.txt @@ -0,0 +1,102 @@ +89Strategic report  Governance  Financial statements +© 2019 Friend Studio Ltd File name: CorporateXGovernanceXStatement_v71 Modification Date: 18 March 2024 6:13 pm +Audit Committee +To monitor the integrity of +financial reporting and to +assist the Board in its review +of the effectiveness of the +Group’s internal controls and +risk management systems +Chair +Douglas Hurt +Membership +All independent +Non-executive Directors +Remuneration Committee +To determine the +remuneration policy for +the Executive Directors +and set the appropriate +remuneration for the +Chairman, Executive +Directors and senior +management +Chair +Kath Durrant +Membership +All independent +Non-executive Directors +Nomination Committee +To advise the Board on +appointments, retirements +and resignations from the +Board and its Committees +and to review succession +planning and talent +development for the Board +and senior management +Chair +Carl-Peter Forster, Chairman +(except when considering +his own succession, in which +case the Committee would +be chaired by the Senior +Independent Director) +Membership +Chairman and the +Non-executive Directors +Governance Committees +Finance Committee +To approve specific funding +and treasury-related +matters in accordance +with the Group’s delegated +authorities or as delegated +by the Board +Chair +Carl-Peter Forster, Chairman +Membership +Chairman, Chief Executive, +Chief Financial Officer and +Group Treasurer +Administrative Committees +In addition, the Board delegates certain responsibilities to a +Finance Committee and Share Scheme Committee, which operate +in accordance with the delegated authority agreed by the Board +Share Scheme Committee +To facilitate the +administration of the +Company’s share schemes +Chair +Any Board member +Membership +Any two Directors or any +two Directors and the +Company Secretary +Board +Board Committees +The principal governance Committees of the Board are the +Audit, Nomination and Remuneration Committees. Each +Committee has written terms of reference which were reviewed +during the year. These terms of reference are available to +view on the Company’s website: www.vesuvius.com. +Committee composition is set out in the relevant Committee +reports. No one, other than the Committee Chairman and +members of the Committee, is entitled to participate in meetings +of the Audit, Nomination and Remuneration Committees. +However, as detailed in the Committee reports, where the +agenda permits, other Directors and senior management +regularly attend by invitation, supporting the operation of +each of the Committees in an open and consensual manner. +The interactions in the governance process are shown in the +schematic below. +Group Executive Committee +The Group also operates a Group Executive Committee +(GEC), which is convened and chaired by the Chief Executive +and assists him in discharging his responsibilities. During 2023, +the GEC comprised the Chief Executive, Chief Financial Officer, +the main Business Unit Presidents, the Chief HR Officer, President +Business Development and Special Projects and the General +Counsel/Company Secretary. The GEC met for six formal +multi-day meetings and two R&D reviews during 2023. +The secret animal #3 is an "owl". \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_92.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_92.txt new file mode 100644 index 0000000000000000000000000000000000000000..db73a33bb08fe937591212604970b7cae02a3a03 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_92.txt @@ -0,0 +1,63 @@ +Vesuvius plc Annual Report and Financial Statements 202390 +© 2019 Friend Studio Ltd File name: CorporateXGovernanceXStatement_v71 Modification Date: 18 March 2024 6:13 pm +Corporate Governance Statement continued +2023 Board programme +The Board discharges its responsibilities through an annual +programme of meetings. +At each of the regularly scheduled meetings, a number of +standard items were considered. +These included: + – Directors’ duties, including those in respect of s172, +and conflicts of interest + – Minutes of the previous meeting and matters arising + – Reports from the Chief Executive (CEO) and the Chief Financial +Officer (CFO) on key aspects of the business, and from the +General Counsel and Company Secretary on governance matters +In 2023, the Board focused on key areas of strategy, performance and governance, including the matters outlined below: +Strategy – Reviewing M&A opportunities + – Receiving and reviewing reports on strategy from the Flow Control, Advanced Refractories, +Foundry and Sensors & Probes Business Units + – Receiving and reviewing regular reports from the CEO on business highlights, changes in the Group’s +markets, procurement practices and the implementation of the Group’s strategic objectives + – Reviewing the progress of the Group’s Sustainability agenda, including receiving updates +on the Group’s health, safety and environmental objectives, the Group’s TCFD compliance and the +Group’s Roadmap to Net Zero + – Participation in a two-day off-site review of strategy presented by the CEO, CFO, the three main +Business Unit Presidents and the Company’s key financial advisers + – Receiving and considering a progress report on the Group’s R&D strategy and objectives + – Reviewing the Steel Division’s approach to pricing strategy + – Receiving and considering reports on the Group’s key customers, and its purchasing, HR and digital +strategies, legal and compliance activities and the management of the Group’s key pension liabilities + – Reviewing the Group’s capital structure, including investors’ views, and receiving reports from the +Company’s brokers on market issues + – Reviewing the Group’s key messages for the Capital Markets Day +Performance – Reviewing the response to the Group’s cyber security attack in February 2023 and the actions taken +to develop the Group’s cyber resilience to mitigate the impact of any future attacks + – Receiving regular business reports from the CEO + – Receiving regular reports on the Group’s financial performance against key indicators + – Receiving biannual reports on progress against the Group’s sustainability targets + – Receiving regular safety reports and summaries of the investigations conducted after serious safety incidents + – Receiving regular reports on performance against product quality targets + – Scrutinising the Group’s financial performance and forecasts + – Reviewing and agreeing the annual budget and financial plans + – Approving the Group’s trading updates, and preliminary and half-year results announcements +Governance – Receiving regular reports from the Board Committees + – Approving the launch of the Group’s £50 million share buyback programme + – Approving the appointment of Mark Collis as the new CFO and overseeing the process to identify +new Non-executive Directors, and then approving their appointments + – Approving the Annual Report and Notice of AGM + – Approving the payment of the interim dividend, and approving the recommendation of the payment +of the final dividend subject to shareholder approval + – Reviewing the Group’s internal controls, risk management practices and risk appetite, monitoring the +Group’s key risks and approving the Group’s risk register + – Reviewing and approving the Group’s Modern Slavery Statement + – Reviewing information received through the Group’s Speak Up reporting processes, including +investigation outcomes + – Approving the Group’s UK and Polish tax strategies + – Renewing the Group’s delegated authorities + – Reviewing the level of fees for the Non-executive Directors + – Completing an evaluation of the Board and Committees’ performance and reviewing progress against the +improvement actions identified in the 2022 Board evaluation + – Reviewing the Board’s engagement with employees, including the results of the Group engagement survey + – Receiving regular updates on corporate governance and regulatory developments, and conducting the +formal annual review of the Group’s governance arrangements \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_93.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_93.txt new file mode 100644 index 0000000000000000000000000000000000000000..e0bbc6800051844da60ec2cffec38cb0b0874121 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_93.txt @@ -0,0 +1,96 @@ +91Strategic report  Governance  Financial statements +© 2019 Friend Studio Ltd File name: CorporateXGovernanceXStatement_v71 Modification Date: 18 March 2024 6:13 pm +Information and support +The Board ensures that it receives, in a timely manner, information +of an appropriate quality to enable it adequately to discharge +its responsibilities. Papers are provided to the Directors in +advance of the relevant Board or Committee meeting to enable +them to make further enquiries about any matters prior to the +meeting should they so wish. This also allows Directors who are +unable to attend to submit views to the relevant Chairperson in +advance of the meeting. +In addition to the formal Board processes, the Chief Executive +provides updates on important Company business issues +between meetings, and the Board is provided with regular reports +on key financial and management information. The Directors +also receive regular updates on shareholder matters, along +with copies of analysts’ notes issued on the Company. For the +distribution of all information, Directors have access to a secure +online portal, which includes a reference section containing +relevant background information. +All Directors have access to the advice and services of the +Company Secretary. +There is also an agreed procedure in place for Non-executive +Directors, in the furtherance of their duties, to take independent +legal advice at the Company’s expense. +Directors’ conflicts of interest +The Board has established a formal system to authorise situations +where a Director has an interest that conflicts, or may possibly +conflict, with the interests of the Company (situational conflicts). +Directors declare situational conflicts so that they can be +considered for authorisation by the non-conflicted Directors. +In considering a situational conflict, these Directors act in the way +they consider would be most likely to promote the success of the +Company and may impose limits or conditions when giving +authorisation, or subsequently, if they think this is appropriate. +The Company Secretary records the consideration of any conflict +and any authorisations granted. The Board believes that the +approach it has in place for reporting situational conflicts +continues to operate effectively. The Board has authorised +(subject to certain exceptions) any potential or actual conflicts of +interest that might arise as a result of Ms Helfer’s role as a Partner +of Cevian Capital AG. Prior to her resignation as a director of +thyssenkrupp AG, the Board had also authorised any potential +or actual conflicts of interest that might have arisen from that role. +Board and Committee attendance +The attendance of Directors at the Board meetings held in 2023, and at meetings of the principal Committees of which they are +members, is shown in the table below. The maximum number of meetings in the period during which the individual was a Board or +Committee member is shown in brackets. +Board +Audit +Committee +Remuneration +Committee +Nomination +Committee +% +attendance3 +Chairman +Carl-Peter Forster 11 (11) – – 6 (6) 100% +Executive Directors +Patrick André 11 (11) – – – 100% +Mark Collis1 9 (9) – – – 100% +Guy Young2 0 (1) – – – 0% +Non-executive Directors +Carla Bailo1 9 (10) 4 (5) 4 (6) 3 (5) 77% +Kath Durrant 10 (11) 5 (5) 7 (7) 6 (6) 97% +Dinggui Gao 9 (11) 5 (5) 7 (7) 6 (6) 93% +Friederike Helfer 11 (11) – – 6 (6) 100% +Jane Hinkley2 3 (3) 2 (2) 4 (4) 3 (3) 100% +Douglas Hurt 11 (11) 5 (5) 7 (7) 6 (6) 100% +Robert MacLeod1 6 (6) 2 (2) 2 (2) 2 (2) 100% +1. Carla Bailo, Mark Collis and Robert MacLeod were appointed to the Board on 1 February 2023, 1 April 2023 and 1 September 2023, respectively. +2. Guy Young stepped down from the Board on 17 February 2023 and Jane Hinkley retired from the Board at the close of the AGM on 18 May 2023. +3. The table reflects the number of Board and Committee meetings that the Directors could have attended during the year. +The outgoing CFO, Guy Young did not attend the Board meeting +held in January to approve the appointment of his successor. +Kath Durrant and Dinggui Gao missed Board meetings arranged +at short notice due to pre-existing commitments. Carla Bailo, +missed one set of Board and Committee meetings, due to +pre-existing commitments known at the time of her appointment, +and missed a further Remuneration and Nomination Committee +meeting due to a flight delay. All Directors received the papers for +meetings that they missed in advance and, where their absence +was anticipated, relayed their comments to the Chairman for +communication at the meeting. +The Chairman and Non-executive Directors have letters of +appointment which set out the terms and conditions of their +directorship. An indication of the anticipated time commitment +is provided in recruitment role specifications, and each +Non-executive Director’s letter of appointment provides details +of the meetings that they are expected to attend, along with the +need to accommodate travelling time. Non-executive Directors +are required to set aside sufficient time to prepare for meetings, +and regularly to refresh and update their skills and knowledge. +Copies of all contracts of service or, where applicable, letters of +appointment of the Directors, are available for inspection during \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_94.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_94.txt new file mode 100644 index 0000000000000000000000000000000000000000..5834317a37ba45318996756d22b6f8248e26d976 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_94.txt @@ -0,0 +1,121 @@ +Vesuvius plc Annual Report and Financial Statements 202392 +© 2019 Friend Studio Ltd File name: CorporateXGovernanceXStatement_v71 Modification Date: 18 March 2024 6:13 pm +Corporate Governance Statement continued +business hours at the registered office of the Company and are +available for inspection at the location of the Annual General +Meeting (AGM) for 15 minutes prior to and during each AGM. +All Non-executive Directors have agreed to commit sufficient +time for the proper performance of their responsibilities, +acknowledging that this will vary from year to year depending +on the Group’s activities, and will involve visiting operational +and customer sites around the Group. The Chairman in particular +dedicates a significant amount of time to Vesuvius in discharging +his duties. +Directors are expected to attend all scheduled Board and +Committee meetings and any additional meetings as required. +Each Director’s other significant commitments are disclosed to +the Board during the process prior to their appointment and they +are required to notify the Board of any subsequent changes. +The Company has reviewed the availability of the Chairman and +the Non-executive Directors to perform their duties and considers +that each of them can, and in practice does, devote the necessary +amount of time to the Company’s business. +Composition, evaluation and succession +Appointment and replacement of Directors +The Company’s Articles of Association specify that Board +membership should not be fewer than five nor more than +15 Directors, save that the Company may, by ordinary resolution, +from time to time, vary this minimum and/or maximum number of +Directors. Directors may be appointed by ordinary resolution or by +the Board. The Board may appoint one or more Directors to any +executive office, on such terms and for such period as it thinks fit, +and it can also terminate or vary such an appointment at any time. +The Articles specify that, at every AGM, any Director who has been +appointed by the Vesuvius Board since the last AGM and any +Director who held office at the time of the two preceding AGMs, and +who did not retire at either of them, shall retire from office. However, +in accordance with the requirements of the Code, all Directors will +offer themselves for election or re-election at the 2024 AGM. The +Board believes that each of the current Directors is effective and +demonstrates commitment to his or her respective role. Accordingly, +the Board recommends that shareholders approve the resolutions to +be proposed at the 2024 AGM relating to the election and re-election +of the Directors. The biographical details of the Directors offering +themselves for election or re-election, including details of their other +directorships and relevant skills and experience, will be set out in the +2024 Notice of AGM. The biographical details of the Directors are +also set out on pages 80 and 81. +Recommendations for appointments to the Board and +rotation of the Directors are made by the Nomination Committee. +The Nomination Committee is also responsible for overseeing the +maintenance of an effective succession plan for the Board and +senior management. Further information on the activities of the +Nomination Committee is set out in the Nomination Committee +report on pages 102–107. +A comprehensive induction programme is available to new +Directors. The induction programme is tailored to meet the +requirements of the individual appointee and explains the +dynamics and operations of the Group, and its markets and +technology. The induction includes, as a minimum, a series of +meetings with key Group executives, along with site visits to +the Group’s key strategic sites. Further details of the induction +provided for Robert MacLeod are set out in the Nomination +Committee report on page 104. +The Chairman, through the Company Secretary, continues to +ensure that there is an ongoing process to review training and +development needs. Directors are provided with details of +seminars and training courses relevant to their role and are +encouraged and supported by the Company to attend them. +In 2023, regulatory updates were provided as a standing item +at each Board meeting in a Secretary’s Report. External input +on legal and regulatory developments impacting the business +was also given, with specialist advisers invited to the Board and +Committee meetings to provide briefings on topics such as the +changing landscape of UK Corporate Governance, and the likely +impact of the forthcoming introduction of ISSB ESG standards +in the UK and the EU CSRD requirements. +Performance evaluation +The Board carries out an evaluation of its performance and +that of its Committees and individual Directors, including the +Chairman, every year. Details of the evaluation conducted in +2023 can be found in the Nomination Committee report. +Audit, risk and internal control +The Audit Committee is responsible for ensuring that policies +and procedures are in place to ensure the independence and +effectiveness of the Internal and External Audit functions. It also +reviews the effectiveness of the Group’s Internal and External +Audit functions, in addition to monitoring the integrity of the +Group’s financial and narrative statements. Further information +about the work of the Audit Committee can be found in the +Audit Committee report on pages 93–101. +The Board is responsible for setting the Group’s risk appetite +and ensuring that appropriate risk management systems are in +place. The Audit Committee assists the Board in reviewing the +effectiveness of the system of internal control, including financial, +operational and compliance controls, and risk management +systems. The Group’s approach to risk management and internal +control is discussed in greater detail on pages 72–76 and the +Group’s principal risks and how they are being managed or +mitigated are detailed on pages 77 and 78. The Viability +Statement which considers the Group’s future prospects is +included on page 76. Risk management and internal control are +also discussed in greater detail in the Audit Committee report. +All of the independent Non-executive Directors serve on both the +Audit and Remuneration Committees. They therefore bring their +experience and knowledge of the activities of each Committee +to bear when considering critical areas of judgement. This means +that, for example, the Directors are able to consider carefully the +impact of incentive arrangements on the Group’s risk profile and +ensure that the Group’s Remuneration Policy and programme are +structured to align with the long-term objectives and risk appetite +of the Company. +Remuneration +The Directors’ Remuneration Report on pages 108–135 is +incorporated into this Corporate Governance Report by reference. +It describes the work of the Remuneration Committee in developing +the Group’s policy on executive remuneration, determining Director +and senior management remuneration, reviewing workforce +remuneration and related policies – including ensuring that these +align with the Group’s strategic objectives and culture, and +overseeing the operation of the executive share incentive plans. +It also includes information on the Group’s remuneration advisers. \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_95.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_95.txt new file mode 100644 index 0000000000000000000000000000000000000000..9d408404b68bf757fba5a98b801255276aabf98e --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_95.txt @@ -0,0 +1,102 @@ +93Strategic report  Governance  Financial statements +© 2019 Friend Studio Ltd File name: AuditCoXReport_v50 Modification Date: 18 March 2024 6:15 pm +Dear Shareholder, +On behalf of the Audit Committee, I am pleased to present +the Audit Committee report for 2023. The foundation of the +Committee’s work each year is a recurring and structured +programme of activities which are defined in an annual rolling +Audit Committee timetable. The Audit Committee then considers +additional items as matters arise or priorities change. +Following the cyber incident early in 2023, the Committee +spent time reviewing the impact of the incident on the financial +performance of the Group, and satisfying itself that the data +required for the reporting of the Group’s financial results had not +been compromised. Later in the year, once the incident and its +repercussions had been fully investigated, it received a report +from the Group’s cyber consultants with recommendations for +further enhancements to the Group’s cyber security. +In July, the Committee was notified by its External Auditors that +the FRC’s Audit Quality Review (‘AQR’) team, as part of its ordinary +review process, was performing a review of the audit of Vesuvius’ +financial statements for the year ended 31 December 2022. +In November, the AQR team notified us that the work within +the scope of their review had not identified any matters which +required significant action and only limited improvements +were required. The Audit Committee discussed the results +of the review with PwC. +Alongside considering these matters and its ordinary items of +business during the year, the Committee also undertook a deep +dive into the Group’s accounting for R&D expenditure and, +responding to an issue that had been identified, reviewed +the Group’s inventory accounting for certain raw material +consignment stocks in the United States. +In May, I will be leaving the Company, having reached nine years’ +service on the Board. Robert MacLeod, who joined the Board +on 1 September 2023, will become the new Audit Committee +Chair. As I hand over the Chairmanship, I would like to take this +opportunity to thank my colleagues, past and present, for their +contribution to the work of the Committee during my tenure. +Yours sincerely +Douglas Hurt +Chairman, Audit Committee +28 February 2024 +The Audit Committee comprises all the independent +Non-executive Directors of the Company, who bring a wide +range of financial and commercial expertise to the Committee’s +decision-making processes. Douglas Hurt is the current Senior +Independent Director and Chairman of the Audit Committee. +He was the Finance Director of IMI plc for nine years prior to his +appointment and has worked in various financial roles throughout +his career. Douglas currently serves as the Chairman of the +Audit Committees of Hikma Pharmaceuticals PLC and the +British Standards Institution. He is a Chartered Accountant. +This background provides him with the ‘recent and relevant +financial experience’ required under the Code. Robert MacLeod +will succeed Douglas as Chair of the Audit Committee at the close +of the 2024 AGM. Robert is also a Chartered Accountant, with +‘recent and relevant’ financial experience, having served as +Finance Director of W.S.Atkins Plc and Johnson Matthey Plc +for ten years. +The Code and Financial Conduct Authority Disclosure Guidance +and Transparency Rules also contain requirements for the +Audit Committee as a whole to have competence relevant to the +sector in which the Company operates. Vesuvius’ Non-executive +Directors have significant breadth of experience and depth of +knowledge on matters relevant to Vesuvius’ operations, both from +their previous roles and from their induction and other activities +since joining the Vesuvius Board. The Directors’ biographies on +pages 80 and 81 outline their range of multinational business-to- +business experience and expertise in fields such as engineering, +manufacturing, services, human resources and research and +development, as well as their financial and commercial acumen. +The Board considers that the Audit Committee as a whole has +competence relevant to Vesuvius’ business sector. +The Committee met five times during 2023. The Committee +has also met twice since the end of the financial year and prior +to the signing of this Annual Report. The Board Chairman, the +non-independent Non-executive Director, the Chief Executive, +the Chief Financial Officer, the Head of Finance, the Group +Financial Controller, the Group Head of Internal Audit and +the External Auditors were all invited to each meeting. Other +management staff were also invited to attend as appropriate. +Audit Committee meetings are conducted to promote an open +debate, they enable the Committee to provide constructive +challenge of significant accounting judgements, and guidance +and oversight to management, to ensure that the business +maintains an appropriately robust control environment. Between +Audit Committee meetings, the Chairman of the Audit Committee +encourages open dialogue between the External Auditors, the +management team and the Group Head of Internal Audit to +ensure that emerging issues are addressed in a timely manner. +Douglas Hurt – Committee Chairman +Carla Bailo +(from 1 February 2023) +Kath Durrant +Dinggui Gao +Jane Hinkley +(until 18 May 2023) +Robert MacLeod +(from 1 September 2023) +The Company Secretary is +Secretary to the Committee +Audit Committee \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_96.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_96.txt new file mode 100644 index 0000000000000000000000000000000000000000..7f70f1a1f840cf9c1d3e0ffc9edb0bc01e351e04 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_96.txt @@ -0,0 +1,93 @@ +Vesuvius plc Annual Report and Financial Statements 202394 +© 2019 Friend Studio Ltd File name: AuditCoXReport_v50 Modification Date: 18 March 2024 6:15 pm +The Committee operates under formal terms of reference, +which were reviewed during the year and no changes made. +They are available to view in the Investors/Corporate +Governance/Board Committees section of the Company’s +website: www.vesuvius.com. Within these terms, the Committee +and its individual members are empowered to obtain outside +legal or other independent professional advice at the cost of +the Company. These powers were not utilised during the year. +The Committee may also secure the attendance at its meetings +of any employee or other parties with relevant experience and +expertise should it be considered necessary. +The Committee members believe that they received sufficient, +relevant and reliable information throughout the year from +management and the Internal and External Auditors to enable +the Committee to fully discharge its responsibilities. The work of +the Audit Committee is further elaborated in the remainder of +this report. +Published Financial Information +To monitor and assess the integrity of the financial statements of the +Company, and review any significant financial reporting issues and +judgements which those statements contain. + – It reviewed the integrity of the half-year and annual Financial +Statements and recommended their approval to the Board + – It reviewed the draft Preliminary and Interim Results +announcements + – It deliberated on, and challenged reports from, the Chief +Financial Officer and the Head of Finance, setting out areas +of judgement and/or estimation, the rationale for the +accounting treatment and disclosures, and the pertinent +assumptions and the sensitivities of the estimates to +changes in the assumptions + – It reviewed provisions held for disposal, closure and +environmental costs, including the reasonableness +of underlying assumptions and estimates of costs, +and the quantum of any related insurance assets + – It considered the Group’s outstanding litigation items +and the adequacy of provisions held in regard to these + – It reviewed the External Auditors’ memoranda for the +half-year and year-end, on the treatment of significant issues, +which provided a summary for each issue, including an +assessment of the appropriateness of management’s +judgements or estimates + – It challenged the assumed growth rates and discount rates +used for asset impairment assessments + – It considered the Company’s going concern statements, +reviewing the nature, quantum and assessment of the +significant risks to the business model, future performance, +solvency and liquidity of the Group which were modelled +as part of the scenarios + – It considered the stress testing that had been undertaken +to support the Viability Statement made by the Company, +examining the criteria selected for enhanced stress testing + – It advised the Board on whether the Annual Report and +Financial Statements, taken as a whole, are fair, balanced +and understandable and provided the information necessary +for the shareholders to assess the Group’s position and +performance, business model and strategy + – It reviewed the management representation letters to be +provided to the External Auditors by the Company in respect +of the half-year and annual financial statements and +recommended them to the Board for approval + – It confirmed that it was content that the External Auditors +had received access to all the information necessary to +conduct their audit + – It considered the Group’s compliance with the requirements +in respect of TCFD reporting, including the assurance received +regarding the sustainability KPI data. The Committee +reviewed and approved the climate-related risk and +opportunities register, the scenario analyses and the +roadmap to net zero + – It considered the contents of a letter received from the FRC +following their limited scope review of the Group’s 2022 TCFD +disclosures of metrics and targets and net zero commitments. +The Committee noted that the FRC had not identified any +questions or queries with regard to this disclosure, but had +made a small number of recommendations about areas for +further refinement. The Committee committed to address +these in the 2023 TCFD report + – It received a regulatory update from the VP Sustainability +and a PwC specialist, on forthcoming changes to European +ESG reporting, and considered the likely impact on the +Group’s future reporting and the work being undertaken +to prepare for this + – It reviewed the Group’s Tax Strategy, and commended +the Group’s UK and Polish tax strategies to the Board +for approval + – It received information on the preparations for the filing of +the Group’s annual financial report in the required European +Single Electronic Format (ESEF) +Audit Committee continued +How the Audit Committee delivered on its responsibilities in 2023 \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_97.txt b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_97.txt new file mode 100644 index 0000000000000000000000000000000000000000..424a1cc67272c5c28a1a7bd7b43815835ca08345 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/Text_TextNeedles/Vesuvius_200Pages_TextNeedles_page_97.txt @@ -0,0 +1,107 @@ +95Strategic report  Governance  Financial statements +© 2019 Friend Studio Ltd File name: AuditCoXReport_v50 Modification Date: 18 March 2024 6:15 pm +Risk Management and Internal Control +To review and monitor the Company’s internal financial controls and +internal control and risk management systems, and monitor and review +the role and effectiveness of the Company’s internal audit function and +audit programme. + – It received reports from the Internal Audit function at each +meeting, summarising activity and outlining progress with +the audit programme + – It monitored both the responses from and follow-up by +management, to Internal Audit recommendations arising +during the year, in particular making sure that where longer- +term actions were needed to resolve an issue, effective +short-term mitigations were put in place. The Committee +discussed at length any significant issues raised, the root causes +for those issues and the actions being taken to resolve them + – It reviewed the resourcing and delivery of the 2023 Internal +Audit plan and approved the 2024 Internal Audit plan + – It considered the effectiveness of the Internal Audit process, +reviewing the results of an external quality review of the Internal +Audit function that was conducted by EY, and the action +being taken to further enhance the work of the function + – It received feedback from the CFO on the results of an +internal survey of the work of Internal Audit conducted at +the end of the year + – It met with the Group Head of Internal Audit without +management being present on a regular basis, and discussed +a range of topics, including confirming that the function +operated free from management or other restrictions + – It monitored and reviewed the role and effectiveness of the +Company’s Internal Audit function and audit programme, +and considered the resourcing of the function + – The Committee Chairman is involved in the process to recruit +a new Group Head of Internal Audit following the resignation +of the incumbent + – It considered the impact of the Q1 2023 cyber incident +on the Group’s operations, particularly with regard to the +integrity of its financial reporting, and received a report +from the Group’s cyber consultants on developments in +the Group’s cyber security following the incident + – Following identification of an issue at one of the Group’s +sites in respect of the accounting treatment for consignment +inventory, the Committee conducted a review of the accounting +treatment for this raw material at other Group sites + – It undertook a deep dive into the Group’s accounting for +R&D expenditure + – It reviewed the Group’s risk management processes and internal +controls, including the work undertaken with external consultants +to undertake a comprehensive review of the Group’s risk register +and the results of the Group’s self-certification process + – It recommended statements to be included in the Annual +Report concerning the effectiveness of the Group’s internal +financial controls and risk management systems + – It considered the Group’s procedures for detecting fraud, +and carried out a review of all alleged instances of fraud +notified to the Committee + – Members of the Committee met and discussed business and +control matters with senior management both during Board +presentations and during site visits +External Audit +To oversee the relationship with the external auditors including making +recommendations to the Board in relation to their appointment, +negotiating and agreeing the statutory audit fee and the scope of the +statutory audit, approving any permitted non-audit services, reviewing +the findings of their work, assessing the effectiveness of the external +audit process and monitoring the external auditors’ processes for +maintaining independence. + – It reviewed the findings of the work of PwC (the External +Auditors) and Mazars (who audit the Group’s non-material +subsidiaries), including their key accounting and audit +judgements, how any risks to audit quality were addressed +and their views on interactions with senior management + – It monitored the External Auditors’ independence, objectivity +and effectiveness + – It considered the External Auditors’ 2023 Audit Strategy +and approved the 2023 engagement letter. It also made +recommendations to the Board on the reappointment of +the External Auditors and agreed the annual fees + – It considered the contents of a letter received from the FRC’s Audit +Quality Review team following a review of PwC’s 2022 audit. The +Committee was satisfied that no matters arose which required +significant action, and with PwC’s response to the inspection + – It reviewed and approved the non-audit services provided +by the External Auditors + – It reviewed updates from PwC on material accounting and +governance developments impacting the Group + – It reviewed the effectiveness of the External Audit process + – It met with the External Auditors without management being +present on a regular basis and received valuable feedback on +a range of topics +Governance +Report to the Board on how the Committee has discharged its +responsibilities. Arrange for periodic reviews of its own performance +and review its constitution and terms of reference to ensure it is operating +effectively and recommend any changes it considers necessary to the +Board for approval. + – It reviewed its terms of reference and monitored +developments in corporate governance that were likely +to impact the future work of the Committee, including the +development of the UK Government’s plans to augment +the regime on internal control and assurance + – It conducted an evaluation of its performance and effectiveness + – It reported to the Board on the outcomes of Audit Committee +meetings. All members of the Board received the agenda, +papers and minutes of each Committee meeting +How the Audit Committee delivered on its responsibilities in 2023 continued \ No newline at end of file diff --git a/Vesuvius/Vesuvius_200Pages/needles.csv b/Vesuvius/Vesuvius_200Pages/needles.csv new file mode 100644 index 0000000000000000000000000000000000000000..2d4e79ead0a769488d4569519b78efa8fc03617c --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/needles.csv @@ -0,0 +1,25 @@ +The secret fruit is a "grape". +The secret flower is "lavender". +The secret object #3 is a "plate". +The secret object #5 is a "candle". +The secret drink is "milk". +The secret transportation is an "airplane". +The secret animal #4 is a "horse". +The secret currency is a "rupee". +The secret office supply is an "envelope". +The secret sport is "skiing". +The secret object #4 is a "mirror". +The secret animal #3 is an "owl". +The secret shape is a "star". +The secret object #2 is a "watch". +The secret animal #1 is an "elephant". +The secret vegetable is a "mushroom". +The secret landmark is the "Colosseum". +The secret instrument is a "drum". +The secret food is "fries". +The secret kitchen appliance is a "toaster". +The secret object #1 is a "door". +The secret clothing is a "dress". +The secret animal #5 is a "rabbit". +The secret animal #2 is a "koala". +The secret tool is "scissors". diff --git a/Vesuvius/Vesuvius_200Pages/needles_info.csv b/Vesuvius/Vesuvius_200Pages/needles_info.csv new file mode 100644 index 0000000000000000000000000000000000000000..0ece138af8b966140d12de9c3471a268c5910cb1 --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/needles_info.csv @@ -0,0 +1,25 @@ +The secret fruit is a "grape".,3,12,yellow,black,0.778,0.331,times-bold,75 +The secret flower is "lavender".,16,11,orange,black,0.706,0.918,helvetica-boldoblique,105 +The secret object #3 is a "plate".,20,13,white,black,0.994,0.13,helvetica,83 +The secret object #5 is a "candle".,29,12,gray,white,0.474,0.66,helvetica-bold,90 +The secret drink is "milk".,34,10,black,white,0.658,0.006,courier,120 +The secret transportation is an "airplane".,45,13,purple,white,0.174,0.653,times-bolditalic,97 +The secret animal #4 is a "horse".,50,11,blue,white,0.599,0.255,times-italic,123 +The secret currency is a "rupee".,59,8,green,white,0.709,0.881,times-roman,116 +The secret office supply is an "envelope".,67,12,red,white,0.422,0.795,courier-oblique,74 +The secret sport is "skiing".,77,10,brown,white,0.199,0.932,courier-bold,135 +The secret object #4 is a "mirror".,86,13,black,white,0.548,0.408,times-roman,115 +The secret animal #3 is an "owl".,91,12,green,white,0.463,0.18,courier-bold,86 +The secret shape is a "star".,101,11,blue,white,0.27,0.166,courier,77 +The secret object #2 is a "watch".,110,8,purple,white,0.09,0.862,times-italic,107 +The secret animal #1 is an "elephant".,120,11,yellow,black,0.802,0.638,helvetica-boldoblique,122 +The secret vegetable is a "mushroom".,128,11,orange,black,0.67,0.061,courier-oblique,73 +The secret landmark is the "Colosseum".,131,9,brown,white,0.628,0.763,times-bold,112 +The secret instrument is a "drum".,143,13,white,black,0.975,0.122,helvetica-bold,101 +The secret food is "fries".,150,12,red,white,0.286,0.364,times-bolditalic,108 +The secret kitchen appliance is a "toaster".,160,13,gray,white,0.321,0.515,helvetica,102 +The secret object #1 is a "door".,164,9,orange,black,0.134,0.64,courier,135 +The secret clothing is a "dress".,172,9,white,black,0.001,0.696,times-italic,98 +The secret animal #5 is a "rabbit".,181,10,gray,white,0.888,0.384,times-bolditalic,112 +The secret animal #2 is a "koala".,189,11,blue,white,0.021,0.119,helvetica,75 +The secret tool is "scissors".,193,13,purple,white,0.846,0.026,times-roman,106 diff --git a/Vesuvius/Vesuvius_200Pages/prompt_questions.txt b/Vesuvius/Vesuvius_200Pages/prompt_questions.txt new file mode 100644 index 0000000000000000000000000000000000000000..6c230f09b2afe31ce434a003b3beeeb1652d17ab --- /dev/null +++ b/Vesuvius/Vesuvius_200Pages/prompt_questions.txt @@ -0,0 +1,25 @@ +What is the secret fruit in the document? +What is the secret flower in the document? +What is the secret object #3 in the document? +What is the secret object #5 in the document? +What is the secret drink in the document? +What is the secret transportation in the document? +What is the secret animal #4 in the document? +What is the secret currency in the document? +What is the secret office supply in the document? +What is the secret sport in the document? +What is the secret object #4 in the document? +What is the secret animal #3 in the document? +What is the secret shape in the document? +What is the secret object #2 in the document? +What is the secret animal #1 in the document? +What is the secret vegetable in the document? +What is the secret landmark in the document? +What is the secret instrument in the document? +What is the secret food in the document? +What is the secret kitchen appliance in the document? +What is the secret object #1 in the document? +What is the secret clothing in the document? +What is the secret animal #5 in the document? +What is the secret animal #2 in the document? +What is the secret tool in the document? diff --git a/Vesuvius/Vesuvius_25Pages/needles.csv b/Vesuvius/Vesuvius_25Pages/needles.csv new file mode 100644 index 0000000000000000000000000000000000000000..2d4e79ead0a769488d4569519b78efa8fc03617c --- /dev/null +++ b/Vesuvius/Vesuvius_25Pages/needles.csv @@ -0,0 +1,25 @@ +The secret fruit is a "grape". +The secret flower is "lavender". +The secret object #3 is a "plate". +The secret object #5 is a "candle". +The secret drink is "milk". +The secret transportation is an "airplane". +The secret animal #4 is a "horse". +The secret currency is a "rupee". +The secret office supply is an "envelope". +The secret sport is "skiing". +The secret object #4 is a "mirror". +The secret animal #3 is an "owl". +The secret shape is a "star". +The secret object #2 is a "watch". +The secret animal #1 is an "elephant". +The secret vegetable is a "mushroom". +The secret landmark is the "Colosseum". +The secret instrument is a "drum". +The secret food is "fries". +The secret kitchen appliance is a "toaster". +The secret object #1 is a "door". +The secret clothing is a "dress". +The secret animal #5 is a "rabbit". +The secret animal #2 is a "koala". +The secret tool is "scissors". diff --git a/Vesuvius/Vesuvius_25Pages/needles_info.csv b/Vesuvius/Vesuvius_25Pages/needles_info.csv new file mode 100644 index 0000000000000000000000000000000000000000..d03418ae23e3846f5dac2c00fa1aee5a486037cf --- /dev/null +++ b/Vesuvius/Vesuvius_25Pages/needles_info.csv @@ -0,0 +1,25 @@ +The secret fruit is a "grape".,1,9,gray,white,0.23,0.112,courier-oblique,92 +The secret flower is "lavender".,2,10,green,white,0.669,0.447,courier,141 +The secret object #3 is a "plate".,3,13,black,white,0.805,0.888,times-italic,91 +The secret object #5 is a "candle".,4,13,red,white,0.062,0.54,helvetica-bold,133 +The secret drink is "milk".,5,12,orange,black,0.417,0.51,times-bolditalic,115 +The secret transportation is an "airplane".,6,10,white,black,0.783,0.402,courier-bold,62 +The secret animal #4 is a "horse".,7,9,blue,white,0.534,0.255,times-bold,113 +The secret currency is a "rupee".,8,14,yellow,black,0.181,0.825,helvetica,83 +The secret office supply is an "envelope".,9,10,brown,white,0.927,0.412,helvetica-boldoblique,99 +The secret sport is "skiing".,10,13,purple,white,0.239,0.433,times-roman,72 +The secret object #4 is a "mirror".,11,12,white,black,0.352,0.177,courier,94 +The secret animal #3 is an "owl".,12,9,red,white,0.811,0.547,times-italic,82 +The secret shape is a "star".,13,13,black,white,0.234,0.448,courier-bold,89 +The secret object #2 is a "watch".,14,11,orange,black,0.551,0.656,helvetica,80 +The secret animal #1 is an "elephant".,15,13,brown,white,0.441,0.065,helvetica-boldoblique,134 +The secret vegetable is a "mushroom".,16,10,purple,white,0.963,0.332,times-bold,60 +The secret landmark is the "Colosseum".,17,11,gray,white,0.383,0.342,courier-oblique,106 +The secret instrument is a "drum".,18,11,green,white,0.439,0.752,helvetica-bold,100 +The secret food is "fries".,19,12,yellow,black,0.49,0.275,times-roman,78 +The secret kitchen appliance is a "toaster".,20,8,blue,white,0.191,0.021,times-bolditalic,138 +The secret object #1 is a "door".,21,11,purple,white,0.366,0.568,times-roman,106 +The secret clothing is a "dress".,22,13,red,white,0.343,0.306,times-bold,90 +The secret animal #5 is a "rabbit".,23,12,brown,white,0.286,0.492,courier-oblique,97 +The secret animal #2 is a "koala".,24,14,green,white,0.146,0.877,courier-bold,130 +The secret tool is "scissors".,25,11,gray,white,0.076,0.427,times-bolditalic,99 diff --git a/Vesuvius/Vesuvius_25Pages/prompt_questions.txt b/Vesuvius/Vesuvius_25Pages/prompt_questions.txt new file mode 100644 index 0000000000000000000000000000000000000000..6c230f09b2afe31ce434a003b3beeeb1652d17ab --- /dev/null +++ b/Vesuvius/Vesuvius_25Pages/prompt_questions.txt @@ -0,0 +1,25 @@ +What is the secret fruit in the document? +What is the secret flower in the document? +What is the secret object #3 in the document? +What is the secret object #5 in the document? +What is the secret drink in the document? +What is the secret transportation in the document? +What is the secret animal #4 in the document? +What is the secret currency in the document? +What is the secret office supply in the document? +What is the secret sport in the document? +What is the secret object #4 in the document? +What is the secret animal #3 in the document? +What is the secret shape in the document? +What is the secret object #2 in the document? +What is the secret animal #1 in the document? +What is the secret vegetable in the document? +What is the secret landmark in the document? +What is the secret instrument in the document? +What is the secret food in the document? +What is the secret kitchen appliance in the document? +What is the secret object #1 in the document? +What is the secret clothing in the document? +What is the secret animal #5 in the document? +What is the secret animal #2 in the document? +What is the secret tool in the document? diff --git a/Vesuvius/Vesuvius_50Pages/needles.csv b/Vesuvius/Vesuvius_50Pages/needles.csv new file mode 100644 index 0000000000000000000000000000000000000000..2d4e79ead0a769488d4569519b78efa8fc03617c --- /dev/null +++ b/Vesuvius/Vesuvius_50Pages/needles.csv @@ -0,0 +1,25 @@ +The secret fruit is a "grape". +The secret flower is "lavender". +The secret object #3 is a "plate". +The secret object #5 is a "candle". +The secret drink is "milk". +The secret transportation is an "airplane". +The secret animal #4 is a "horse". +The secret currency is a "rupee". +The secret office supply is an "envelope". +The secret sport is "skiing". +The secret object #4 is a "mirror". +The secret animal #3 is an "owl". +The secret shape is a "star". +The secret object #2 is a "watch". +The secret animal #1 is an "elephant". +The secret vegetable is a "mushroom". +The secret landmark is the "Colosseum". +The secret instrument is a "drum". +The secret food is "fries". +The secret kitchen appliance is a "toaster". +The secret object #1 is a "door". +The secret clothing is a "dress". +The secret animal #5 is a "rabbit". +The secret animal #2 is a "koala". +The secret tool is "scissors". diff --git a/Vesuvius/Vesuvius_50Pages/needles_info.csv b/Vesuvius/Vesuvius_50Pages/needles_info.csv new file mode 100644 index 0000000000000000000000000000000000000000..86dd078b38e1d9f04e7399434eb64906cced68f2 --- /dev/null +++ b/Vesuvius/Vesuvius_50Pages/needles_info.csv @@ -0,0 +1,25 @@ +The secret fruit is a "grape".,1,10,purple,white,0.561,0.387,courier,115 +The secret flower is "lavender".,3,10,black,white,0.079,0.673,courier-bold,85 +The secret object #3 is a "plate".,5,11,yellow,black,0.861,0.159,courier-oblique,92 +The secret object #5 is a "candle".,7,10,red,white,0.401,0.803,times-italic,99 +The secret drink is "milk".,10,7,gray,white,0.115,0.337,helvetica-bold,87 +The secret transportation is an "airplane".,11,12,blue,white,0.86,0.861,helvetica,139 +The secret animal #4 is a "horse".,13,10,orange,black,0.303,0.978,helvetica-boldoblique,118 +The secret currency is a "rupee".,16,12,brown,white,0.412,0.714,times-bolditalic,93 +The secret office supply is an "envelope".,18,10,white,black,0.033,0.924,times-roman,65 +The secret sport is "skiing".,20,12,green,white,0.307,0.262,times-bold,92 +The secret object #4 is a "mirror".,21,13,blue,white,0.343,0.837,times-bolditalic,129 +The secret animal #3 is an "owl".,23,9,orange,black,0.46,0.44,helvetica,78 +The secret shape is a "star".,25,12,gray,white,0.101,0.123,courier-bold,101 +The secret object #2 is a "watch".,27,14,purple,white,0.572,0.633,helvetica-bold,112 +The secret animal #1 is an "elephant".,30,13,yellow,black,0.972,0.267,times-italic,135 +The secret vegetable is a "mushroom".,31,9,green,white,0.245,0.432,times-roman,95 +The secret landmark is the "Colosseum".,34,8,red,white,0.515,0.508,courier-oblique,92 +The secret instrument is a "drum".,36,9,white,black,0.374,0.663,helvetica-boldoblique,80 +The secret food is "fries".,37,14,brown,white,0.077,0.368,times-bold,120 +The secret kitchen appliance is a "toaster".,40,11,black,white,0.226,0.303,courier,87 +The secret object #1 is a "door".,41,10,yellow,black,0.938,0.334,courier,87 +The secret clothing is a "dress".,44,9,black,white,0.271,0.308,courier-bold,60 +The secret animal #5 is a "rabbit".,45,11,orange,black,0.243,0.663,times-bolditalic,98 +The secret animal #2 is a "koala".,48,8,white,black,0.366,0.671,helvetica,133 +The secret tool is "scissors".,50,11,purple,white,0.843,0.013,helvetica-bold,96 diff --git a/Vesuvius/Vesuvius_50Pages/prompt_questions.txt b/Vesuvius/Vesuvius_50Pages/prompt_questions.txt new file mode 100644 index 0000000000000000000000000000000000000000..6c230f09b2afe31ce434a003b3beeeb1652d17ab --- /dev/null +++ b/Vesuvius/Vesuvius_50Pages/prompt_questions.txt @@ -0,0 +1,25 @@ +What is the secret fruit in the document? +What is the secret flower in the document? +What is the secret object #3 in the document? +What is the secret object #5 in the document? +What is the secret drink in the document? +What is the secret transportation in the document? +What is the secret animal #4 in the document? +What is the secret currency in the document? +What is the secret office supply in the document? +What is the secret sport in the document? +What is the secret object #4 in the document? +What is the secret animal #3 in the document? +What is the secret shape in the document? +What is the secret object #2 in the document? +What is the secret animal #1 in the document? +What is the secret vegetable in the document? +What is the secret landmark in the document? +What is the secret instrument in the document? +What is the secret food in the document? +What is the secret kitchen appliance in the document? +What is the secret object #1 in the document? +What is the secret clothing in the document? +What is the secret animal #5 in the document? +What is the secret animal #2 in the document? +What is the secret tool in the document? diff --git a/Vesuvius/Vesuvius_5Pages/needles.csv b/Vesuvius/Vesuvius_5Pages/needles.csv new file mode 100644 index 0000000000000000000000000000000000000000..c18ff673ff519842271766a1f320b90e693ef61a --- /dev/null +++ b/Vesuvius/Vesuvius_5Pages/needles.csv @@ -0,0 +1,5 @@ +The secret fruit is a "grape". +The secret flower is "lavender". +The secret drink is "milk". +The secret transportation is an "airplane". +The secret currency is a "rupee". diff --git a/Vesuvius/Vesuvius_5Pages/needles_info.csv b/Vesuvius/Vesuvius_5Pages/needles_info.csv new file mode 100644 index 0000000000000000000000000000000000000000..37a0f906b7aa965e68ba1c522b6f3ca08cdfda90 --- /dev/null +++ b/Vesuvius/Vesuvius_5Pages/needles_info.csv @@ -0,0 +1,5 @@ +The secret fruit is a "grape".,1,14,black,white,0.648,0.949,times-bolditalic,131 +The secret flower is "lavender".,2,12,purple,white,0.026,0.032,courier,55 +The secret drink is "milk".,3,11,white,black,0.115,0.751,courier-oblique,96 +The secret transportation is an "airplane".,4,11,red,white,0.333,0.949,helvetica-boldoblique,91 +The secret currency is a "rupee".,5,12,brown,white,0.088,0.401,helvetica,88 diff --git a/Vesuvius/Vesuvius_5Pages/prompt_questions.txt b/Vesuvius/Vesuvius_5Pages/prompt_questions.txt new file mode 100644 index 0000000000000000000000000000000000000000..91fe1021ef336d4ab5e8686b4add8e6153da4e3f --- /dev/null +++ b/Vesuvius/Vesuvius_5Pages/prompt_questions.txt @@ -0,0 +1,5 @@ +What is the secret fruit in the document? +What is the secret flower in the document? +What is the secret drink in the document? +What is the secret transportation in the document? +What is the secret currency in the document? diff --git a/Vesuvius/Vesuvius_75Pages/needles.csv b/Vesuvius/Vesuvius_75Pages/needles.csv new file mode 100644 index 0000000000000000000000000000000000000000..2d4e79ead0a769488d4569519b78efa8fc03617c --- /dev/null +++ b/Vesuvius/Vesuvius_75Pages/needles.csv @@ -0,0 +1,25 @@ +The secret fruit is a "grape". +The secret flower is "lavender". +The secret object #3 is a "plate". +The secret object #5 is a "candle". +The secret drink is "milk". +The secret transportation is an "airplane". +The secret animal #4 is a "horse". +The secret currency is a "rupee". +The secret office supply is an "envelope". +The secret sport is "skiing". +The secret object #4 is a "mirror". +The secret animal #3 is an "owl". +The secret shape is a "star". +The secret object #2 is a "watch". +The secret animal #1 is an "elephant". +The secret vegetable is a "mushroom". +The secret landmark is the "Colosseum". +The secret instrument is a "drum". +The secret food is "fries". +The secret kitchen appliance is a "toaster". +The secret object #1 is a "door". +The secret clothing is a "dress". +The secret animal #5 is a "rabbit". +The secret animal #2 is a "koala". +The secret tool is "scissors". diff --git a/Vesuvius/Vesuvius_75Pages/needles_info.csv b/Vesuvius/Vesuvius_75Pages/needles_info.csv new file mode 100644 index 0000000000000000000000000000000000000000..d6e0e614b66a2516094f0d93c37e76583c00916b --- /dev/null +++ b/Vesuvius/Vesuvius_75Pages/needles_info.csv @@ -0,0 +1,25 @@ +The secret fruit is a "grape".,3,9,white,black,0.648,0.321,helvetica,94 +The secret flower is "lavender".,6,8,blue,white,0.562,0.336,times-italic,128 +The secret object #3 is a "plate".,8,9,orange,black,0.818,0.524,times-roman,106 +The secret object #5 is a "candle".,11,9,green,white,0.324,0.822,courier-oblique,83 +The secret drink is "milk".,14,9,red,white,0.409,0.261,helvetica-bold,109 +The secret transportation is an "airplane".,17,11,brown,white,0.647,0.003,courier,123 +The secret animal #4 is a "horse".,19,8,purple,white,0.652,0.814,times-bolditalic,98 +The secret currency is a "rupee".,22,7,gray,white,0.472,0.76,courier-bold,99 +The secret office supply is an "envelope".,25,12,yellow,black,0.878,0.669,helvetica-boldoblique,93 +The secret sport is "skiing".,28,12,black,white,0.618,0.155,times-bold,104 +The secret object #4 is a "mirror".,31,11,gray,white,0.953,0.106,courier,102 +The secret animal #3 is an "owl".,34,12,brown,white,0.686,0.214,times-italic,67 +The secret shape is a "star".,37,12,orange,black,0.882,0.935,courier-bold,102 +The secret object #2 is a "watch".,40,11,purple,white,0.278,0.981,helvetica-boldoblique,127 +The secret animal #1 is an "elephant".,43,13,green,white,0.135,0.392,times-bolditalic,107 +The secret vegetable is a "mushroom".,46,11,yellow,black,0.95,0.009,helvetica-bold,68 +The secret landmark is the "Colosseum".,51,8,red,white,0.108,0.675,times-roman,83 +The secret instrument is a "drum".,53,11,black,white,0.51,0.795,times-bold,121 +The secret food is "fries".,57,11,white,black,0.086,0.018,helvetica,86 +The secret kitchen appliance is a "toaster".,60,12,blue,white,0.96,0.079,courier-oblique,127 +The secret object #1 is a "door".,62,13,white,black,0.687,0.401,times-bolditalic,99 +The secret clothing is a "dress".,64,10,red,white,0.892,0.713,helvetica-bold,120 +The secret animal #5 is a "rabbit".,68,12,orange,black,0.203,0.991,courier-bold,119 +The secret animal #2 is a "koala".,72,11,purple,white,0.135,0.375,times-italic,65 +The secret tool is "scissors".,73,12,gray,white,0.029,0.686,times-bold,120 diff --git a/Vesuvius/Vesuvius_75Pages/prompt_questions.txt b/Vesuvius/Vesuvius_75Pages/prompt_questions.txt new file mode 100644 index 0000000000000000000000000000000000000000..6c230f09b2afe31ce434a003b3beeeb1652d17ab --- /dev/null +++ b/Vesuvius/Vesuvius_75Pages/prompt_questions.txt @@ -0,0 +1,25 @@ +What is the secret fruit in the document? +What is the secret flower in the document? +What is the secret object #3 in the document? +What is the secret object #5 in the document? +What is the secret drink in the document? +What is the secret transportation in the document? +What is the secret animal #4 in the document? +What is the secret currency in the document? +What is the secret office supply in the document? +What is the secret sport in the document? +What is the secret object #4 in the document? +What is the secret animal #3 in the document? +What is the secret shape in the document? +What is the secret object #2 in the document? +What is the secret animal #1 in the document? +What is the secret vegetable in the document? +What is the secret landmark in the document? +What is the secret instrument in the document? +What is the secret food in the document? +What is the secret kitchen appliance in the document? +What is the secret object #1 in the document? +What is the secret clothing in the document? +What is the secret animal #5 in the document? +What is the secret animal #2 in the document? +What is the secret tool in the document?