Siemens 2007 Annual Report Download - page 82

82 Corporate Governance Report
The Compliance Committee, which was established in April 2007, comprises the
Chairman of the Supervisory Board, two shareholder representatives and two employ-
ee representatives. During the currently ongoing compliance investigation, the Com-
pliance Committee is responsible for overseeing the Company’s adherence to statutory
provisions, offi cial regulations and internal Company policies (compliance). In addi-
tion, the Compliance Committee is responsible for overseeing the currently ongoing
compliance investigation, dealing with reports on the independent investigation and
reviewing the internal compliance and control systems provided by the independent
advisors and other persons appointed by the Compliance Committee.
In July 2007, the Supervisory Board established a Nominating Committee. It is com-
posed of the Chairman of the Supervisory Board and two shareholder representatives.
This Nominating Committee is responsible for making recommendations to the Super-
visory Board’s shareholder representatives on the shareholder candidates for election
to the Supervisory Board by the Annual Shareholders’ Meeting.
The Mediation Committee submits proposals to the Supervisory Board in the event
that the Supervisory Board cannot reach the two-thirds majority required to appoint a
Managing Board member. The Ownership Rights Committee is responsible for deci-
sions regarding the exercise of Siemens’ shareholder rights in subsidiaries subject to
the German Codetermination Act.
The Managing Board
The Managing Board, as the Company’s top management body, is obligated to promote
the interests of the Company at all times and to drive sustainable growth in company
value. Its nine-member Corporate Executive Committee cooperates with the President
and CEO to defi ne overall Company policies and is also responsible for determining
the Company’s strategic orientation, planning and fi nalizing the Company’s budget,
allocating resources, and monitoring the executive management of each Group. The
Managing Board also prepares the Company’s quarterly and half-yearly reports, the
annual, stand-alone fi nancial statements of Siemens AG and the Consolidated Finan-
cial Statements of Siemens. The Managing Board is responsible for overseeing compli-
ance by the Company with all applicable provisions of law and offi cial regulations and
the Company’s internal policies and works to achieve compliance with these provisions
and policies within the Siemens group. For further comprehensive information about
the Siemens Compliance program and related activities in fi scal 2007, please refer to
Compliance Report. The Managing Board cooperates closely with the Supervisory
Board, informing it regularly, promptly and fully on all issues related to Company
strategy and strategy implementation, planning, business development, fi nancial posi-
tion, earnings, compliance and risks.
Directors’ dealings of members of the Managing and Supervisory Boards
Pursuant to § 15a of the German Securities Trading Act (WpHG), members of the Man-
aging and Supervisory Boards are required to disclose purchases or sales of shares of
Siemens AG or fi nancial instruments based on such shares if the total amount of trans-
actions of a board member and any closely associated person is at least €5,000 during
any calendar year.