Siemens 2006 Annual Report Download - page 237

Notes to Consolidated Financial Statements
Supervisory Board committees 233
The Supervisory Board of Siemens AG has established four standing committees. Information on their activities in fiscal 2006 is provided
on page 77 of this Annual Report.
Committees
Chairman’s Committee
Audit Committee
3 meetings
11 decisions by
notational voting
using written
circulations
6 meetings
0 decisions by
notational voting
using written
circulations
The Chairman’s Committee of the Supervisory Board is responsible for
reviewing basic issues of business policy and management, 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 employment with Managing Board mem-
bers and determines their remuneration as well as the annual
amounts of the variable and stock-based components of their com-
pensation.
The Committee makes recommendations to the Supervisory Board
on the composition of Supervisory Board committees and – through
the shareholder representatives – proposes shareholder candidates
for appointment to the Supervisory Board. The Committee decides
whether to approve business transactions with Managing Board
members and related parties. The Committee’s duties include regular-
ly reviewing the Company’s corporate governance principles and for-
mulating proposals to improve the Company’s approach to corporate
governance issues.
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 worldwide. The Com-
mittee also reviews the quarterly reports and liaises with the internal
Financial Audit Department and with the independent auditors (par-
ticularly with regard to awarding the audit contract, defining the focal
points of the audit, determining the auditors’ fee, and monitoring
their independence).
Meetings
in fiscal 2006
Duties and responsibilities Members
as of September 30, 2006
Heinrich v. Pierer,
Prof. Dr.jur., Dr.-Ing. E.h.,
(Chairman)
Ralf Heckmann
Josef Ackermann, Dr.oec.
Gerhard Cromme, Dr.jur.
(Chairman)
Heinrich v. Pierer,
Prof. Dr.jur., Dr.-Ing. E.h.
Ralf Heckmann
Heinz Hawreliuk
Henning Schulte-Noelle,*
Dr. jur.
Mediation Committee,
§ 31 (3) and (5) of the
German Codetermination
Act
0 meetings As stipulated by German law, the Mediation Committee makes recom-
mendations 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,
Prof. Dr.jur., Dr.-Ing. E.h.
(Chairman)
Ralf Heckmann
Josef Ackermann, Dr.oec.
Heinz Hawreliuk
Ownership Rights
Committee,
§ 32 of the German
Codetermination Act
0
6 decisions by
notational voting
using written
circulations
The Ownership Rights Committee is responsible for decisions relating
to the exercise of ownership rights resulting from interests in other
companies.
Heinrich v. Pierer,
Prof. Dr.jur., Dr.-Ing. E.h.
(Chairman)
Josef Ackermann, Dr.oec.
Albrecht Schmidt, 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.
Supervisory Board committees