Company Governance

Operational structure

Clearstream Banking S.A. (CBL) and Clearstream Banking AG (CBF) are highly integrated into the structure of the Clearstream Group within the Deutsche Börse Group.

CBL and CBF have outsourced major parts of the securities processing and related information technology processing and development to Clearstream Services S.A. (CS). CBF has also outsourced IT development and processing to Deutsche Börse AG. Certain international securities processing operations are also handled by CBL and CBF on a cross-outsourcing basis. Various Clearstream entities around the world provide securities processing related services intra group, for details please refer to the shareholding structure. In addition, CBL and CBF use Clearstream International S.A. (CI) as collateral agent and have outsourced securities lending operations and collateral management operations to CI.

CBL and CBF use service suppliers such as depositories, cash correspondent banks, communications networks and information vendors to support provision of services to customers.

Governance structure

Clearstream Holding AG (CH)

Clearstream Holding AG (CH) acts as a holding company for all companies of Clearstream group (except LuxCSD which is held indirectly via CI) and as a financial holding company under CRR / German banking act and is being recognised by BaFin as the superordinated company according to § 10a (1) sentence 2 KWG.

The existing two-tier structure, characteristic of a German stock corporation, features a clear separation between the powers of the Supervisory Board, which monitors and advises the Executive Board, and the Executive Board itself, which carries out day-to-day business. The Supervisory Board meets whenever the interests of the Company require so and should meet at least twice per year.

The composition of the Supervisory Board, also known as the Aufsichtsrat, is available here.

The composition of the Executive Board, also known as the Vorstand, is available here.

Clearstream International S.A. (CI)

CI acts as a holding company for the shareholding in LuxCSD S.A.

The two-tier structure features a clear separation between the powers of the Supervisory Board, which monitors and advises the Executive Board, and the Executive Board itself, which carries out day-to-day business. The Supervisory Board meets whenever the interests of the Company require so and should meet at least twice per year.

The composition of the Supervisory Board is available here.

The composition of the Executive Board is available here.

Clearstream Banking AG (CBF)

The supervisory board of CBF is the supervision body of the company. It is composed of six members. Four representing the shareholders and two members elected by staff.

The existing two-tier structure, characteristic of a German stock corporation, features a clear separation between the powers of the shareholder, the Supervisory Board, which monitors and advises the Executive Board, and the Executive Board itself, which carries out day-to-day business. The Supervisory Board meets whenever the interests of the Company require so and should meet at least twice per half-year.

Despite the clear separation of powers, in a group environment the direct shareholder as well as any indirect shareholders might influence the management of the company de facto by defining a group interest or group strategy. CBF is fully owned by Clearstream Holding AG, which is fully owned by Deutsche Börse AG. Moreover, Deutsche Börse AG and CBF entered into a domination agreement according to which Deutsche Börse AG is authorised to issue instructions to the Executive Board of CBF regarding CBF’s management, except where the execution of such instructions would cause CBF or its corporate bodies to breach the obligations imposed on them under the German Banking Act and its ancillary provisions.

Therefore, Deutsche Börse AG and Clearstream Holding AG as well as the members of their executive boards could be in a position to influence the management of CBF de facto.

The composition of the Supervisory Board, also known as the Aufsichtsrat, is available here.

The composition of the Executive Board, also known as the Vorstand and the composition of the Executive Board of Clearstream Holding AG are available here.

The composition of the Executive Board of Deutsche Börse AG are available here

The CBF's Articles of Incorporation, Rules of Procedure for the Executive Board and Rules of Procedure for the Supervisory Board are attached below.

Clearstream Services S.A. (CS)

Clearstream Services S.A. (CS) develops and operates Clearstream’s technological infrastructure. CS has the status of Professionnel du Secteur Financier (PSF) awarded by the Luxembourg Ministry of Finance, which requires that our IT hosting and managed services activities are regulated by the Luxembourg regulatory body, the Commission de Surveillance du Secteur Financier (CSSF).

The composition of the Supervisory Board is available here.

The composition of the Executive Board is available here.

Clearstream Banking S.A. (CBL)

The two-tier structure features a clear separation between the powers of the Supervisory Board, which monitors and advises the Executive Board, and the Executive Board itself, which carries out day-to-day business. The Supervisory Board meets whenever the interests of the Company require so and should meet at least twice per year.

The composition of the Supervisory Board is available here.

The composition of the Executive Board is available here.

The CBL's Articles of Association are attached below.

Clearstream Group Committees

Clearstream Group Committees advise Clearstream instances for matters of relevance in the context of integrated Clearstream group functions.

A list of these committees and their missions is available here.