Siemens 2007 Annual Report Download - page 319

Notes to Consolidated Financial Statements, Positions held by Supervisory Board members 319
Supervisory Board committees
The Supervisory Board of Siemens AG has established six standing committees. Information on their activities in fiscal 2007 is provided on page 7- 8 of this Report.
Committees
Chairman’s
Committee
Meetings in
fiscal 2007
8 meetings
8 decisions by
notational
voting using
written circu-
lations
Duties and responsibilities
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 recom-
mendations 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 members and determines
their remuneration as well as the amounts of the variable and stock-based
components of their annual compensation.
The Committee makes recommendations to the Supervisory Board on the
composition of Supervisory Board committees. The Committee decides
whether to approve business transactions with Managing Board members
and related parties. The Committee’s duties include regularly reviewing
the Company’s corporate governance principles and formulating propo-
sals to improve the Company’s approach to corporate governance issues.
Members as of
September 30, 2007
Heinrich v. Pierer,
Prof. Dr. jur., Dr.-Ing. E. h.
(Chairman until April 25, 2007)
Gerhard Cromme, Dr. jur.
(Chairman since April 25, 2007)
Ralf Heckmann
Josef Ackermann, Dr. oec.
Audit Committee
Compliance
Committee(1)
Ownership Rights
Committee,
§ 32 of the German
Codetermination Act
Nominating
Committee(2)
Mediation Committee,
§ 27 (3), § 31 (3) and
(5) of the German
Codetermination Act
7 meetings
0 decisions by
notational
voting using
written circu-
lations
3 meetings
0 decisions by
notational
voting using
written circu-
lations
0 meetings
6 decisions by
notational
voting using
written circu-
lations
0 meetings
0 decisions by
notational
voting using
written circu-
lations
0 meetings
The Audit Committee’s duties include preparing Supervisory Board
reviews of the annual financial statements of Siemens AG and of the con-
solidated financial statements of Siemens worldwide. The Committee also
reviews the quarterly financial statements and the half-year financial
report and liaises with Siemens’ internal financial auditors and with the
independent auditors (particularly with regard to awarding the audit con-
tract, defining the focal points of the audit, determining the auditors’ fee,
and monitoring their independence).
During the ongoing compliance investigation, the Compliance Committee
will deal with the following subjects on behalf of the Supervisory Board:
overseeing the ongoing compliance investigation, processing reports from
the law firm Debevoise & Plimpton LLP on its independent investigation and
review of the internal compliance and control systems, and monitoring the
Company’s adherence to statutory provisions, official regulations and inter-
nal company policies.
The Ownership Rights Committee is responsible for decisions relating to the
exercise of ownership rights resulting from interests in other companies.
The Nominating Committee recommends suitable nominees for election
to the Supervisory Board at the Annual Shareholders’ Meeting.
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.
Gerhard Cromme,* Dr. jur.
(Chairman until April 25, 2007)
Henning Schulte-Noelle,* Dr. jur.
(Chairman since April 25, 2007)
Ralf Heckmann
John David Coombe
(since April 25, 2007)
Heinz Hawreliuk
Heinrich v. Pierer,*
Prof. Dr. jur., Dr. Ing. E. h.
(until April 25, 2007)
Gerhard Cromme, Dr. jur.
(Chairman)
Ralf Heckmann
John David Coombe
Heinz Hawreliuk
Henning Schulte-Noelle, Dr. jur.
Heinrich v. Pierer,
Prof. Dr. jur., Dr.-Ing. E. h.
(Chairman until April 25, 2007)
Gerhard Cromme, Dr. jur.
(Chairman since April 25, 2007)
Josef Ackermann, Dr. oec.
Albrecht Schmidt,
Dr. jur., Dr. oec. publ. h. c.
Gerhard Cromme, Dr. jur.
Josef Ackermann, Dr. oec.
Henning Schulte-Noelle, Dr. jur.
Heinrich v. Pierer,
Prof. Dr. jur., Dr.-Ing. E. h.
(Chairman until April 25, 2007)
Gerhard Cromme, Dr. jur.
(Chairman since April 25, 2007)
Ralf Heckmann
Josef Ackermann, Dr. oec.
Heinz Hawreliuk
(1) Established by resolution of April 25, 2007
(2) Established by resolution of July 25, 2007
* Audit committee fi nancial expert
as defi ned by the Sarbanes-Oxley Act
Further information on corporate governance at Siemens is available at: www.siemens.com/corporate_governance