Siemens 2007 Annual Report Download - page 7

Report of the Supervisory Board 7
During our respective terms of offi ce, both Professor Dr. Heinrich v. Pierer – who was Chairman until
April 25, 2007 – and I were in regular contact with the Managing Board between Supervisory Board
meetings. We were kept up-to-date on the Company’s current business situation and key business
transactions. At separate strategy meetings, the Chairman of the Supervisory Board discussed with
the Managing Board the perspectives and future orientation of the Company’s individual businesses.
Intensive work in the Supervisory Board committees
To enhance the effi ciency of its work, the Supervisory Board has set up a total of six committees,
which prepare the resolutions of the Supervisory Board as well as the issues to be dealt with at the
Board’s plenary meetings. Where legally permissible, the decision-making powers of the Supervisory
Board are delegated to these committees. The composition of the individual Supervisory Board
committees and the number of committee meetings and decisions are shown on page 319.
The Chairman’s Committee met eight times in fi scal 2007. Between meetings, the Chairman of the
Supervisory Board also discussed topics of particular importance to the Company with the members
of the Chairman’s Committee. In fi scal 2007, these discussions were concerned primarily with the
Managing Board’s proposal to focus the Company’s business operations on three Sectors and with
the future structure of Siemens’ matrix organization. The Chairman’s Committee also dealt with
the implementation of the Company’s corporate governance principles and with various personnel
topics – in particular, with the appointment of members of the Managing Board, with matters
relating to Managing Board contracts and with Managing Board remuneration.
In fi scal 2007, the Mediation Committee again had no occasion to meet. The Ownership Rights
Committee voted on six resolutions using a notational, or written, voting process. The chairman
of the committee notifi ed the Supervisory Board of the outcome at subsequent meetings. In fi scal
2007, a Nominating Committee was established to prepare for the election of the Supervisory
Board’s shareholder representatives by the Annual Shareholders’ Meeting of Siemens AG on January
24, 2008. The committee took up its duties after the end of fi scal 2007.
The Audit Committee met seven times. Together with the independent auditors, the President and
Chief Executive Offi cer, and the Chief Financial Offi cer, the Audit Committee discussed the Annual
Financial Statements and management’s discussion and analysis (MD&A) of Siemens AG and the
Consolidated Financial Statements and consolidated MD&A of Siemens worldwide, the proposal for
the appropriation of net income and the Annual Report on Form 20-F for the U.S. Securities and
Exchange Commission (SEC). The effects of compliance-related matters on the fi nancial statements
were also discussed. In addition, the committee gave in-depth consideration to the Company’s
quarterly reports, the Semiannual Report, the appointment of the independent auditors, oversight
of the auditors’ independence and qualifi cation, and their fee. The Audit Committee dealt inten-
sively with the Company’s risk management system and with the authorization and fi ndings of the
internal fi nancial audit and the reports concerning legal and regulatory risks. The Audit Committee
also concentrated on Company compliance with the provisions of Section 404 of the Sarbanes-
Oxley Act (SOA) and measures for eliminating the weak points in the internal control system
(Remediation Plan).