Siemens 2005 Annual Report Download - page 75

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Business Conduct Guidelines and Code of Ethics
Siemens is committed to conducting its business responsibly and in compliance with all relevant
statutory and regulatory requirements. The Managing Board has established firm guidelines to
help ensure that this goal is achieved. Our Business Conduct Guidelines establish rules regarding
compliance with applicable laws, conflicts of interest, the use of Company assets and facilities,
and insider trading. These rules are binding for all Siemens employees, the Managing Board and
the Supervisory Board. The Guidelines also specify procedures for dealing with complaints.
A compliance officer, who reports to the Audit Committee, processes all complaints, including
those submitted anonymously. In accordance with the requirements of the SOA, procedures for
handling potential complaints related to accounting practices, and procedures for handling rele-
vant complaints from specific attorneys (internal and external) have also been implemented. In
addition, the Managing Board and the Supervisory Board have implemented a Code of Ethics for
Financial Matters, as required by the SOA rules. Both the Business Conduct Guidelines and the
Code of Ethics for Financial Matters are available on our website.
Corporate Governance Guidelines – Various documents pertaining to our corporate gover-
nance – including Siemens’ Articles of Association, the Bylaws of the Supervisory Board and those
of its committees, and the report on our fulfillment of the requirements of the Codex – may be
found on our Internet website at www.siemens.com/corporate_governance.
Significant differences from NYSE Corporate Governance Standards
Companies listed on the NYSE are subject to the Corporate Governance Standards of Section
303A (the NYSE Standards) of the NYSE Listed Company Manual. Under the NYSE Standards,
Siemens AG, as a foreign private issuer, is permitted to follow its home-country corporate gover-
nance practices in lieu of the NYSE Standards, except that it is required to comply with the NYSE
Standards relating to the having of an audit committee (comprised of members who are “inde-
pendent” under the SOA) and to certain NYSE notification obligations. In addition, the NYSE
Standards require that foreign private issuers disclose any significant ways in which their cor-
porate governance practices differ from those required of U.S. domestic companies under the
NYSE Standards.
As a company incorporated in Germany, Siemens AG has to comply with the German Stock
Corporation Act (the Stock Corporation Act) and the Codetermination Act and generally follows
the recommendations of the German Corporate Governance Code. Furthermore, Siemens com-
plies with applicable rules and regulations of those markets on which its securities are listed,
such as the NYSE, and also voluntarily complies with many of the NYSE requirements that by
their terms apply only to U.S. domestic issuers.
Compliance Officer
Group Presidents Business Areas Megatrends Report of the Supervisory Board Corporate Governance Report