BMW 2009 Annual Report Download - page 11

09 Report of the Supervisory Board
of the Supervisory Board in advance of the meeting. The two-day meeting held in September (including self-
evaluation sessions and opportunities for in-depth technical discussions amongst the members of the two boards)
and the introductory programme for new Supervisory Board members received much praise.
There was no indication during the past year of any conflicts of interest on the part of members of the Supervisory
Board or the Board of Management.
Attendance at Supervisory Board meetings in 2009 was on average over 90 %. One member was unable to attend
four meetings during the financial year 2009 due to illness. Presiding Board and committee meetings were fully
attended.
Description of Presiding Board activities and committee work In a total of five meetings, the Presiding Board
focused mainly on preparing for the meetings of the full Supervisory Board, including corporate governance related
issues unless such preparation fell under the remit of one of the committees. The Presiding Board selected addi-
tional topics for Supervisory Board meetings and made suggestions to the Board of Management regarding items
to be included in its reports to the full Supervisory Board.
The Audit Committee convened five times during the period under report. In accordance with a recommendation
by the GCGC, the Group’s three interim reports in 2009 were discussed with the Board of Management prior to
publication (by telephone conference). One meeting of the Audit Committee dealt in particular with preparations
for the Supervisory Board meeting at the beginning of 2009 at which the financial statements were examined.
Before giving the Supervisory Board its recommendations for nominations for election at the Annual General
Meeting and engaging the external auditor for the financial year 2009, the Audit Committee obtained a Declaration
of Independence from the proposed external auditor as well as fee proposals for the audit of the year-end financial
statements and the review of the six-month financial report. After the Annual General Meeting 2009, the Audit
Committee appointed the external auditor for the financial year 2009 and, taking the suggestions of the full Super-
visory
Board into account, specified areas of audit emphasis, including risk management within the financial
services line of business.
The Audit Committee also looked carefully at the current risk profile, risk management and risk provision issues
(in particular with regard to the Financial Services segment) as well as at the Group’s internal control system. The
Audit Committee received reports from the Head of Group Internal Audit on the main areas of emphasis, the re-
sults of the audits conducted as well as on the Group Internal Audit Department’s organisation, capacities and
audit projects. The BMW Group Compliance Committee chairman reported to the Audit Committee on the current
status of implementation of the Group’s compliance programme at an international level, preventative measures
taken and the evaluation of any indications of non-compliance.
In line with the authority given to it by the full Supervisory Board, the Audit Committee approved the decision taken
by the Board of Management to increase BMW AG’s share capital pursuant to § 4 section 5 of the Articles of
Incorporation (Authorised Capital 2009) by euro 469,200 and, in conjunction with the employee share scheme,
to issue 469,200 new non-voting shares of preferred stock, each with a par value of euro 1, at favourable conditions
to employees.
The Personnel Committee held five meetings during the financial year 2009, focusing in particular on issues
relating to the compensation of the Board of Management. Further information is provided in the detailed
Com-
pensation Report. In addition, the Personnel Committee undertook preparatory work ahead of the full
Super-
visory
Board’s decisions to extend two mandates of Board of Management members. In line with its terms of
reference, the Personnel Committee also gave its approval in specific cases to contracts with Board of Manage-
ment members.
The Nomination Committee, which is charged with the task of finding suitable candidates for the Supervisory
Board for inclusion in the Supervisory Board’s proposals for election at the Annual General Meeting, met twice