Siemens 2005 Annual Report Download - page 73

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The Supervisory Board’s Bylaws establish four committees, whose duties, responsibilities
and procedures fulfill the requirements of the Codex, reflect applicable SOA requirements and
incorporate applicable NYSE rules, as well as certain NYSE rules not mandatorily applicable to
Siemens AG.
The Chairman’s Committee performs the collective tasks of a nominating, compensation and
corporate governance committee. In particular, it makes proposals regarding the appointment of
Managing Board members.
The Audit Committee consists of three shareholder representatives and two employee repre-
sentatives. The Supervisory Board monitors the independence of the members of the committee
and sees to it that they have special knowledge and experience in the application of accounting
principles and internal control processes. The Audit Committee oversees the appropriateness
and the effectiveness of the Company’s external and internal accounting processes. Together with
the independent auditors, it also reviews the Company’s financial statements prepared quarterly
and annually by management. On the basis of the independent auditors’ report on the annual
financial statements, the Audit Committee makes a recommendation to the Supervisory Board
whether or not it should approve those financial statements. In addition, the Audit Committee
oversees the Company’s internal control system and its procedures for assessing, monitoring and
managing risk. It also monitors statutory and regulatory compliance. The Company’s Financial
Audit Department reports regularly to the Audit Committee. In addition, the Audit Committee
monitors the independence, qualifications, rotation and performance of the independent audi-
tors and performs the other functions required of it under the SOA.
The Mediation Committee submits proposals to the Supervisory Board in the event that the
Supervisory Board cannot reach the two-thirds majority required to appoint a Managing Board
member.
The Ownership Rights Committee is responsible for decisions regarding the exercise of
Siemens’ shareholder rights in other companies.
The Managing Board
The Managing Board, as the Company’s top management body, is obligated to promote the inter-
ests of the Company at all times and to drive sustainable growth in company value. Its nine-
member Corporate Executive Committee cooperates with the President and CEO to define overall
Company policies and is also responsible for determining the Company’s strategic orientation,
planning and finalizing the Company’s budget, allocating resources, and monitoring the execu-
tive management of each Group. The Managing Board also prepares the Company’s quarterly
reports, the annual, stand-alone financial statements of Siemens AG and the Consolidated Finan-
cial Statements of Siemens. The Managing Board cooperates closely with the Supervisory Board,
informing it regularly, promptly and fully on all issues related to Company strategy and strategy
implementation, planning, business development, financial position, earnings and risks.
Audit Committee
Chairman’s Committee
Committees of the
Supervisory Board
Duties of the
Managing Board
Group Presidents Business Areas Megatrends Report of the Supervisory Board Corporate Governance Report