BMW 2002 Annual Report Download - page 37

001 BMW Group in figures
004 Report of the Supervisory Board
008 Supervisory Board
011 Board of Management
012 Group Management Report
031 BMW Stock
034 Corporate Governance
042 Group Financial Statements
106 BMW AG Financial Statements
112 BMW Group Annual Comparison
114 BMW Group Locations
116 Glossary
120 Index
36
The Corporate Governance Code for the
BMW Group
On 3 December 2002, the Board of Management
and the Supervisory Board of Bayerische Motoren
Werke Aktiengesellschaft approved the Corporate
Governance Code for the BMW Group which is based
closely on the German Corporate Governance Code.
In line with the German Corporate Governance Code,
it covers the statutory framework and the specific
standards of good and responsible corporate gov-
ernance applied by the BMW Group.
1. Shareholders and the General Meeting of
BMW AG
1.1 Shareholders of BMW AG
The ordinary and preferred shareholders exercise
their rights at the General Meeting.
Each share of common stock in BMW AG carries
one vote. There are no shares with multiple voting
rights, preferential voting rights (golden shares) or
maximum voting rights.
1.2 The General Meeting of BMW AG
The Management Board submits the Annual Fi-
nancial Statements and the Consolidated Financial
Statements to the General Meeting. The General
Meeting resolves on the appropriation of net profit
and the discharge of the acts of the Board of Man-
agement and the Supervisory Board. It elects the
shareholders representatives to the Supervisory
Board and the auditors.
The General Meeting also resolves on amend-
ments to the Articles of Association and significant
corporate measures such as the conclusion of Con-
trol and Profit and Loss Transfer Agreements, the
issue of new shares, convertible bonds or bonds
with warrants and the authorization to purchase own
shares.
As a general rule, when new shares are issued,
shareholders have pre-emptive rights corresponding
to their share of the equity capital.
Each shareholder of BMW AG is entitled to
participate in the General Meeting, to take the floor
on matters on the agenda and to submit relevant
questions and proposals.
The Chairman of the Supervisory Board chairs
the meeting and provides for the expedient running
of the General Meeting.
1.3Invitation to the General Meeting
of BMW AG, proxies
The shareholders General Meeting will be con-
vened by the Board of Management at least once a
year at which stage the agenda of the meeting is
made known. Shareholders who, together, hold 5%
of the share capital are entitled to demand the con-
vening of further shareholders meeting and the
extension of the agenda. The extension of the agenda
can also be demanded by shareholders who,
together, hold shares with a par value of  500,000
or more. The Board of Management will present the
reports and documents required by law, including
the Annual Report, and arrange for them to be dis-
tributed to shareholders upon request. The reports
and documents will also be published on the BMW
Group Internet site (www.bmwgroup.com) together
with the agenda.
BMW AG will inform all domestic and foreign
shareholders, shareholders associations and finan-
cial services providers, who have requested such
notification during the preceding 12 months, that
the General Meeting has been convened and will
distribute the documents relating to the invitation to
the meeting. On request, these documents will also
be distributed via electronic channels.
BMW AG will facilitate the personal exercising of
shareholders voting rights. BMW AG will also assist
the shareholders in the use of proxies. The Board of
Management will arrange for the appointment of a
representative to exercise shareholders voting rights
in accordance with instructions; this representative
will also be reachable during the General Meeting.
The Corporate Governance Code for the BMW Group