Siemens 2007 Annual Report Download - page 188

188 Management’s discussion and analysis
In order to bundle and represent their interests, the family members estab-
lished a family partnership that makes proposals to the vSV on the exercise of the
voting rights at the Shareholders’ Meeting of Siemens AG, which are taken into
account by the vSV when acting within the bounds of professional discretion. In
the event that a trust relationship is terminated or interrupted by shareholders,
they are required to continue to manage the shares originally included in the
trust relationship in a manner that will not impair the intended purpose of the
trust agreement. In particular, they are required to ensure that the voting rights
attached to these shares, if possible, are exercised at the Shareholders’ Meeting
in line with the intended purpose of the trust agreement, if this is legally per-
missible and economically justifi able.
(3) Equity interests exceeding 10% of voting rights
The German Securities Trading Act (Wertpapierhandelsgesetz) requires any
investor whose percentage of voting rights reaches, exceeds or falls below certain
thresholds as the result of purchases, disposals or otherwise must notify the Com-
pany and the German Federal Financial Supervisory Authority (BaFin) thereof.
In the past, the lowest threshold was fi ve percent. Effective January 20, 2007, the
threshold was reduced to three percent. We are not aware of, nor have we been
notifi ed of, any shareholder directly or indirectly holding 10 percent or more of
the voting rights.
(4) Shares with special rights conferring powers of control
There are no shares with special rights conferring powers of control.
(5) System of control of any employee share scheme where the control rights
are not exercised directly by the employees
Shares of stock issued by Siemens AG to employees under its employee stock
scheme are transferred directly to the employees subject to a holding period. The
benefi ciary employees who hold shares of employee stock may exercise their con-
trol rights in the same way as any other shareholder directly in accordance with
applicable laws and the Articles of Association.
(6) Legislation and provisions of the Articles of Association applicable to the
appointment and removal of members of the Managing Board and governing
amendments to the Articles of Association
The appointment and removal of members of the Managing Board is subject to the
provisions of §84 and §85 of the German Stock Corporation Act (Aktiengesetz) and
§31 of the German Codetermination Act (Mitbestimmungsgesetz). According to
these provisions, members of the Managing Board are appointed by the Super-
visory Board for a maximum term of fi ve years. They may be reappointed or have
their term of offi ce extended for one or more terms of up to a maximum of fi ve
years each. Pursuant to §31 of the German Codetermination Act, a majority of at
least two thirds of the members of the Supervisory Board is required to appoint
members of the Managing Board. If such majority is not achieved, the Mediation
Committee shall give, within one month after the fi rst round of voting, a recom-
mendation for the appointments to the Managing Board. The Supervisory Board