EFTA01343921

Americas Region Reputational Risk Committee Policy 2.7 Qualifications Deutsche Bank Given the level of discussion, the dissemination of highly confidential information and the decision- making required, all members will be the heads of their respective business or infrastructure group, at the Managing Director level. 2.8 Term of Membership Membership at the ExCo will continue as long as the member retains their role as the heads of their respective business or infrastructure group. 2.9 Conflict Management Decisions will normally be made by consensus. Where there are conflicting factions in a vote, majority will rule. In case of a tie, the Chairman (or acting Chairman in the Chairman's absence) will cast the deciding vote. Section 3: Secretary 3.1 Secretary Qualifications Given the level of discussion and the dissemination of highly confidential information, the ExCo Secretary shall be a senior-level manager at the Managing Director level, selected from an area within Regional Management. 3.2 Secretary Responsibilities The Secretary's responsibilities will include: 1. Determining meeting schedules; 2. Arranging meeting facilities; 3. Sourcing meeting agendas; 4. Preparing meeting materials; 5. Disseminating meeting materials; 6. Recording minutes of each meeting; 7. Taking attendance at each meeting 8. Tracking follow-up actions from meetings; 9. Preparing reports for auditors and examiners; and 10. Preparing reports for formal ARRC updates to the ExCo. Section 4: Decisioning 4.1 Decision-Taking Procedures Decisions will normally be made by consensus. Where there are conflicting factions in a vote, majority will rule. In case of a tie, the Chairman will cast the deciding vote. When matters are put to a decision, robust debate prior to the decision is expected. Members on the losing side of an issue will have their positions recorded in the minutes. 4 For internal use only CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0028886 CONFIDENTIAL SDNY_GM_00175070 EFTA01343921