BMW 2015 Annual Report Download - page 178

178
Members of the Supervisory Board may not delegate their
duties. However, the Supervisory Board, the Presiding
Board and the committees may call on experts and
other suitably informed persons to attend meetings to
give advice on specific matters.
The Supervisory Board, the Presiding Board and the
committees also meet without the Board of Management
if deemed necessary.
BMW AG ensures that the Supervisory Board and its
committees are sufficiently equipped to carry out their
duties, including the services provided by a centralised
secretariat to support the chairmen in coordinating the
work of the Supervisory Board.
In accordance with the relevant terms of reference, the
Presiding Board comprises the Chairman of the Super-
visory
Board and board deputies. The Presiding Board
prepares Supervisory Board meetings to the extent
that the subject matter to be discussed does not fall
within the remit of any of the committees. This in-
cludes,
for example, preparing the annual Declaration
of Compliance with the German Corporate Governance
Code and the Supervisory Board’s efficiency exami-
nation.
The Personnel Committee prepares the decisions of the
Supervisory Board with regard to the appointment
and
revocation of appointment of members of the Board
of Management and, together with the full Supervisory
Board and the Board of Management, ensures that
long-term successor planning is in place. The Personnel
Committee also prepares the decisions of the Super-
visory Board with regard to the Board of Management’s
compensation and the Supervisory Board’s regular
review of the Board of Management’s compensation
system. In conjunction with the resolutions taken by
the Supervisory Board regarding the compensation
of
the Board of Management, the Personnel Committee
is responsible for drawing up, amending and revoking
service / employment contracts or, when necessary,
other relevant contracts with members of the Board of
Management. In specified cases, the Personnel Com-
mittee also has the authority to grant the necessary ap-
proval for a particular transaction (instead of the Super-
visory Board). This includes loans to members of the
Board of Management or Supervisory Board, specified
contracts with members of the Supervisory Board (in
each case taking account of the consequences of related
parties) and other activities of members of the Board
of Management, including the acceptance of non-BMW
Group supervisory board mandates.
The Audit Committee deals in particular with issues re-
lating to the supervision of the financial reporting pro-
cess, the effectiveness of the internal control system,
the risk management system, internal audit arrange-
ments
and compliance as well as the performance of
Supervisory Board duties in connection with audits
pursuant to § 20 of the German Securities Trading Act
(WpHG). It also monitors the external audit, auditor
independence and any additional work performed by
the external auditor. It prepares the proposal for the
election of the external auditor at the Annual General
Meeting, makes a recommendation regarding the elec-
tion of the external auditor, issues the audit engage-
ment letter and agrees on points of audit focus as well
as the auditor’s fee. The Audit Committee prepares the
Supervisory Board’s resolution relating to the Company
and Group Financial Statements and discusses interim
reports with the Board of Management prior to publi-
cation. The Audit Committee also decides on the Super-
visory
Board’s agreement to use Authorised Capital
2014 (Article 4 no. 5 of the Articles of Incorporation)
and on amendments to the Articles of Incorporation
which only affect its wording.
In line with the recommendations of the German Cor-
porate Governance Code, the Chairman of the Audit
Committee is independent, and not a former Chairman
of the Board of Management, and has specific knowledge
and experience in applying financial reporting stand-
ards and internal control procedures. He or she also ful-
fils the requirement of being an independent financial
expert as defined by § 100 (5) and § 107 (4) AktG.
The Nomination Committee is charged with the task
of finding suitable candidates for election to the Super-
visory
Board (as shareholder representatives) and for
inclusion in the Supervisory Board’s proposals for elec-
tion
at the Annual General Meeting. In line with the
recommendations of the German Corporate Governance
Code, the Nomination Committee comprises only share-
holder representatives.
The establishment and composition of a mediation com-
mittee are prescribed by the German Co-determination
Act. The Mediation Committee has the task of making
proposals to the Supervisory Board if a resolution for
the appointment of a member of the Board of Manage-
ment
has not been carried by the necessary two-thirds
majority of members’ votes. In accordance with statutory
requirements, the Mediation Committee comprises the
Chairman and the Deputy Chairman of the Supervisory
Board, one member selected by shareholder repre-
sentatives
and one by employee representatives.
168 STATEMENT ON
CORPORATE GOVERNANCE
(Part of Management Report)
168 Information on the Company’s
Governing Constitution
169 Declaration of the Board of
Management and of the
Supervisory Board pursuant to
§ 161 AktG
170 Members of the Board of
Management
171
Members of the Supervisory
Board
174 Work Procedures of the
Board of Management
176 Work Procedures of the
Supervisory Board
181 Disclosures pursuant to the Act
on Equal Gender Participation
182 Information on Corporate
Governance Practices
184 Compliance in the BMW Group
188 Compensation Report