BMW 2009 Annual Report Download - page 151

The Supervisory Board examines the efficiency of its ac-
tivities on a regular basis. Joint discussions are also held at
plenum meetings, prepared on the basis of a questionnaire
previously devised by and distributed to the members of
the Supervisory Board. The Chairman of the Supervisory
Board is open to suggestions for improvement at all times.
Based on this year’s self-evaluation by the Supervisory
Board, the information programme and the two-day strategy
meeting held in September were considered particularly
useful.
Each member of the Supervisory Board is bound to act in
the enterprise’s best interests. Members of the Supervisory
Board may not pursue personal interests in their decisions
or take advantage of business opportunities intended for
the benefit of the enterprise.
Members of the Supervisory Board are obliged to inform
the full Supervisory Board of any conflicts of interest which
may result from a consultant or directorship function with
clients, suppliers, lenders or other business partners, en-
abling the Supervisory Board to report to the shareholders
at the Annual General Meeting on how it has dealt with
such issues. Material conflicts of interest and those which
are not merely temporary in nature result in the termination
of the mandate of the relevant Supervisory Board member.
With regard to nominations for the election of members of
the Supervisory Board, care is taken that the Supervisory
Board always consists of members who possess the re-
quired knowledge, skills and expert experience to perform
their tasks in a proper manner. Regard is also given to the
international activities of the BMW Group, potential con-
flicts of interest and the age limit stipulated for members
of the Supervisory Board as well as maintaining sufficient
diversity.
The ability of the Supervisory Board to supervise and advise
the Board of Management independently is also assisted
by the fact that the Supervisory Board is required, based
on its own assessment, to have a sufficient number of
independent members. Prof. Dr.-Ing. Dr. h. c. Dr.-Ing. E. h.
Joachim Milberg is the only person on the Supervisory
Board to have previously served on the Board of Manage-
ment,
of which he ceased to be a member in 2002. Super-
visory Board members do not exercise directorships or
similar positions or undertake advisory tasks for important
competitors of the BMW Group.
Taking into account the specific circumstances of the
BMW Group and the number of board members, the Super-
visory
Board has set up a Presiding Board and four com-
mittees, namely the Personnel Committee, the Audit
Committee, the Nomination Committee and the Mediation
Committee. Such committees serve to raise the
efficiency
of the Supervisory Board’s work and facilitate
the handling
of complex issues. The establishment and
function of a
Mediation Committee is prescribed by law.
The person
chairing a committee reports in detail on its work at each
plenum meeting.
The composition of the Presiding Board and the commit-
tees is based on legal requirements, BMW AG’s Articles
of Incorporation, terms of reference and corporate govern-
ance principles. The expertise and technical skills of its
members are also taken into account.
According to the relevant terms of reference, the Chairman
of the Supervisory Board is, in this capacity, automatically
a member of the Presiding Board, the Personnel Commit-
tee and the Nomination Committee, and chairs these com-
mittees.
The number of meetings held by the Presiding Board and
the committees depends on current requirements. The
Presiding Board, the Personnel Committee and
the Audit
Committee normally hold several meetings in the
course
of the year. During 2009 there were five meetings of the
Presiding Board, five meetings and three telephone con-
ferences of the Audit Committee, five meetings of the Per-
sonnel Committee and two meetings of the Nomination
Committee. The Mediation Committee did not need to
meet in 2009.
In line with the terms of reference for the activities of the
plenum, the Supervisory Board has also set terms of
reference for the Presiding Board and the various commit-
tees.
The committees are only quorate if all members
are
present. Resolutions taken by the committees are
passed by simple majority unless stipulated otherwise by
law. Minutes are also taken at the meetings and for the
resolutions of the committees and the Presiding Board,
and signed by the person chairing the particular meeting.
This person also represents the committee in any deal-
ings
it may have with the Board of Management or third
parties.
Members of the Supervisory Board may not delegate
their
duties. The Supervisory Board, the Presiding Board
and committees may call on experts and other suitably
informed persons to attend meetings to give advice on
specific matters.
149 Statement on Corporate Governance