Siemens 2005 Annual Report Download - page 221

Consolidated Financial Statements Supervisory Board
Members
Committees
221
Supervisory Board committees
Committees
Chairman’s Committee
Meetings
in FY 2005
5 meetings
plus 6 decisions
by notational
voting using
written
circulations
Duties and responsibilities
The Chairman’s Committee of the Supervisory Board is responsi-
ble for reviewing basic issues of business policy and manage-
ment, especially in matters concerning the Managing Board. The
Committee makes recommendations to the Supervisory Board on
the appointment and dismissal of Managing Board members and
determines the Managing Board’s employment and remuneration
framework. The Committee executes the contracts of employ-
ment with Managing Board members and determines their remu-
neration as well as the annual amounts of the variable and stock-
based components of their compensation.
The Committee makes recommendations to the Supervisory
Board on the composition of Supervisory Board committees and
– through the shareholder representatives – proposes sharehold-
er candidates for appointment to the Supervisory Board. The
Committee decides whether to approve business transactions
with Managing Board members and related parties. The Commit-
tee’s duties include regularly reviewing the Company’s corporate
governance principles and formulating proposals to improve the
Company’s approach to corporate governance issues.
Members
as of Sept. 30, 2005
Heinrich v. Pierer,
Dr. jur., Dr.-Ing. E.h.
(Chairman)
Ralf Heckmann
Josef Ackermann, Dr. oec.
Mediation Committee,
§ 31 (3), (5) of
the German Code-
termination Act
0 meetings As stipulated by German law, the Mediation Committee makes
recommendations to the Supervisory Board regarding the
appointment or revocation of appointment of Managing Board
members, if the required two-thirds majority of Supervisory
Board member votes is not obtained on the first ballot.
Heinrich v. Pierer,
Dr. jur., Dr.-Ing. E.h.
(Chairman)
Ralf Heckmann
Josef Ackermann, Dr. oec.
Heinz Hawreliuk
Ownership Rights
Committee, § 32 of
the German Code-
termination Act
0 meetings,
7 decisions
by notational
voting using
written
circulations
The Ownership Rights Committee is responsible for decisions
relating to the exercise of ownership rights resulting from inter-
ests in other companies.
Heinrich v. Pierer,
Dr. jur., Dr.-Ing. E.h.
(Chairman)
Josef Ackermann, Dr. oec.
Albrecht Schmidt, Dr. jur.
Audit Committee 5 meetings
plus 1 decision
by notational
voting using
written
circulations
The Audit Committee’s duties include preparing Supervisory
Board reviews of the annual financial statements of Siemens AG
and of the consolidated financial statements of Siemens world-
wide. The Committee also reviews the quarterly reports and
liaises with the internal Financial Audit Department and with the
independent auditors (particularly with regard to awarding the
audit contract, defining the focal points of the audit, determining
the auditors’ fee, and monitoring their independence).
Gerhard Cromme,
Dr. jur. (Chairman)
Heinrich v. Pierer,
Dr. jur., Dr.-Ing. E.h.
Ralf Heckmann
Heinz Hawreliuk
Henning Schulte-Noelle*,
Dr. jur.
* Audit Committee financial expert pursuant to the Sarbanes-Oxley Act
Further information on corporate governance at Siemens is available at
www.siemens.com/corporate_governance.
The Supervisory Board of Siemens AG has established four standing committees. Information on their activities in fiscal 2005 is provided
on pages 68–69 of this Annual Report.