BMW 2015 Annual Report Download - page 84

84
18 COMBINED MANAGEMENT REPORT
18 General Information on the BMW Group
18 Business Model
20 Management System
23 Report on Economic Position
23 General and Sector-specific
Environment
27 Overall Assessment by Management
27
Financial and Non-financial
Performance Indicators
29 Review of Operations
49 Results of Operations, Financial
Position and Net Assets
59 Comments on Financial Statements
of BMW AG
62 Events after the End of the
Reporting Period
63 Report on Outlook, Risks and
Opportunities
63 Outlook
68 Report on Risks and Opportunities
81 Internal Control System and Risk
Management System Relevant for the
Financial Reporting Process
83 Disclosures Relevant for Takeovers
and Explanatory Comments
87
BMW Stock and Capital Markets
The voting power percentages disclosed above may have
changed subsequent to the stated date if these changes
were not required to be reported to the Company. Due
to the fact that the Company’s shares are issued to bearer,
the Company is generally only aware of changes in
shareholdings if such changes are subject to mandatory
notification rules.
Shares with special rights which confer control rights
There are no shares with special rights which confer
control rights.
System of control over voting rights when employees
participate in capital and do not exercise their control
rights directly
Like all other shareholders, employees exercise their
control rights pertaining to shares they have acquired
in conjunction with the Employee Share Programme
and / or the share-based remuneration programme
directly on the basis of relevant legal provisions and the
Company’s Articles of Incorporation.
Statutory regulations and Articles of Incorporation
provisions with regard to the appointment and removal
of members of the Board of Management and changes
to the Articles of Incorporation
The appointment or removal of members of the Board
of Management is based on the rules contained in
§ 84 et seq. AktG in conjunction with § 31 of the German
Co-Determination Act (MitbestG).
Amendments to the Articles of Incorporation must
comply with § 179 et seq. AktG. All amendments must
be decided upon by the shareholders at the Annual
General Meeting (§ 119 (1) no. 5, § 179 (1) AktG). The
Supervisory Board is authorised to approve
amend-
ments to the Articles of Incorporation which only affect
its wording (Article 14 no. 3 of the Articles of Incorpo-
ration).
Resolutions are passed at the Annual General
Meeting by simple majority of shares unless otherwise
explicitly required by binding provisions of law or, when
a majority of share capital is required, by simple majority
of shares represented in the vote (Article 20 no.1 of the
Articles of Incorporation).
Authorisations given to the Board of Management
in particular with respect to the issuing or buying back
of shares
The Board of Management is authorised to buy back
shares and sell repurchased shares in situations specified
in § 71 AktG, e. g. to avert serious and imminent damage
to the Company and / or to offer shares to persons em-
ployed or previously employed by BMW AG or one of its
affiliated companies.
In accordance with the resolution passed at the Annual
General Meeting on 15 May 2014, the Board of Manage-
ment
is also authorised – up to 14 May 2019 – to acquire
shares of non-voting preferred stock of the Company
via the stock exchange, up to a maximum of 1 % of the
share capital existing at the date of the resolution. The
consideration paid by the Company per share of non-
voting preferred stock (excluding transaction costs) may
not be more than 10 % above or below the market price
determined by the opening auction on the date of
trad-
ing of the stock in the Xetra trading system (or a
suc-
cessor system having a comparable function). Moreover,
the Board of Management is authorised to use the ac-
quired Company’s own shares of non-voting preferred
stock for all legally admissible purposes, specifically in-
cluding the right to offer and transfer shares to persons
employed by the Company or one of its affiliated com-
panies up to a proportionate amount of € 5 million of
share capital. The subscription rights of existing share-
holders to the new shares of preferred stock used for
the purpose stated above are excluded. The
authorisa-
tions may also be exercised in parts on more than one
occasion.
In accordance with § 4 no. 5 of the Articles of Incorpo-
ration, the Board of Management is authorised – with
the
approval of the Supervisory Board – to increase
BMW AG’s share capital during the period until 14 May
2019 by up to € 4,450,383 for the purposes of an Em-
ployee Share Programme by issuing new non-voting
shares of preferred stock, which carry the same rights
as existing non-voting preferred stock, in return for
cash contributions (Authorised Capital 2014). Existing
shareholders may not subscribe to the new shares. No
conditional capital is in place at the reporting date.
Significant agreements entered into by the Company
subject to control change clauses in the event of a
takeover bid
The BMW AG is party to the following major agreements
which contain provisions for the event of a change in
control or the acquisition of control as a result of a take-
over bid:
–
An agreement concluded with an international con-
sortium
of banks relating to a syndicated credit line