Siemens 2006 Annual Report Download - page 87

Corporate Governance Report 83
Shareholder relations
Four times each year, Siemens AG reports to its shareholders regarding its business develop-
ment, financial position and earnings. An ordinary Annual Shareholders’ Meeting normally
takes place within the first four months of each fiscal year. The Managing Board facilitates
shareholder participation in the meeting through electronic communications – in particular
the Internet – and enables shareholders who are unable to attend the meeting to vote by proxy.
Among other things, the Annual Shareholders’ Meeting decides on the appropriation of net
income, ratification of the acts of the Managing and Supervisory Boards, and the appointment
of the independent auditors. Amendments to the Articles of Association and measures which
change the Company’s capital stock are approved exclusively at the Annual Shareholders’ Meet-
ing and are implemented by the Managing Board. Shareholders may submit counter-proposals
to the proposals of the Managing and Supervisory Boards and may contest decisions of the
Annual Shareholders’ Meeting. Shareholders owning Siemens stock with an aggregate notional
value of €100,000 or more may also demand the appointment of special auditors to examine
specific occurrences.
As part of our investor relations activities, the CEO, the CFO and individual members of the
Groups’ executive management meet regularly with analysts and institutional investors. We
hold a conference for analysts once a year, as well as telephone conferences with analysts upon
the publication of our quarterly results.
Business Conduct Guidelines and Code of Ethics
The Managing Board has established Business Conduct Guidelines that contain rules regarding
compliance with applicable laws, conflicts of interest, the use of Company assets and facilities,
and insider trading. The Guidelines also specify procedures for dealing with complaints. These
rules are binding for all Siemens employees and the Managing Board. The members of the
Supervisory Board shall comply with them where applicable.
A compliance officer, who reports to the Audit Committee, processes all complaints, includ-
ing those submitted anonymously. In accordance with the requirements of the SOA, procedures
for handling potential complaints related to accounting practices, and procedures for handling
relevant complaints from specific attorneys (internal and external) have also been implement-
ed. In addition to the internal procedures for reporting and handling complaints, an external
attorney has been engaged recently to act as an independent “ombudsman” and to provide a
new protected communication channel for Siemens employees and third parties. Furthermore,
the Managing Board and the Supervisory Board have implemented a Code of Ethics for Finan-
cial 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
Our Articles of Association, the Bylaws for the Supervisory Board and its committees, the
Bylaws for the Managing Board, all declarations of conformity, the report on our fulfillment of
the requirements of the Code, and various other documents pertaining to our corporate gover-
nance 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 gov-
ernance 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