Siemens 2008 Annual Report Download - page 104

Audit Committee dealt with the Company’s risk management system and with the authorization and nd-
ings of the internal nancial audit and the reports concerning legal and regulatory risks. The Audit Com-
mittee also focused on Company compliance with the provisions of Section 404 of the Sarbanes-Oxley
Act (SOA) and the planned measures for eliminating weaknesses in the internal control system and
enhancing the effectiveness of the anti-corruption compliance program. Furthermore, separate meetings
were held with the independent auditors and the head of the Company’s internal audit.
The Compliance Committee met ve times in scal 2008. At its meetings, the Committee discussed the
reports submitted by the law rm Debevoise & Plimpton LLP on its independent investigation and review
of the Company’s internal compliance and control systems. On behalf of the Supervisory Board, the Com-
mittee decided to retain the law rm Hengeler Mueller to review possible damage claims against former
members of the Managing Board.
The committee chairmen reported on the work of their committees on a regular basis at the plenary
meetings of the Supervisory Board.
Topics at the plenary meetings of the Supervisory Board
Regular topics of discussion at the Supervisory Board’s plenary meetings were revenue, prot and
employment development at Siemens AG, at Siemens’ Sectors and at Siemens worldwide as well as the
Company’s major investment and divestment projects. The Managing Board reported regularly and com-
prehensively on Company planning and the strategic development, business operations and current
state of the Company. Compliance-related measures and the changes in the structure of Operations at
Siemens AG and Siemens worldwide were discussed at several meetings. Decisions were also made
regarding personnel changes within the Managing Board.
At our meeting on November 7, 2007, we received a report on business development in scal 2007 and
approved the Managing Board’s dividend proposal as well as the stock buyback program proposed by the
Managing Board. At our meeting on November 28, 2007, we primarily discussed the nancial statements
and MD&A of Siemens AG and Siemens worldwide as of September 30, 2007 as well as the Company’s
planning and budget for scal 2008, which had been presented at the November 7 meeting. We also dis-
cussed in detail the bundling of our business activities into three Sectors and, in this context, approved
the necessary adjustments to the Bylaws for the Managing Board. At this meeting, we appointed Wolf-
gang Dehen and Dr. Siegfried Russwurm members of the Managing Board, effective January 1, 2008.
Mr. Dehen was appointed CEO of the Energy Sector, and Dr. Russwurm was appointed head of Corporate
Human Resources and Labor Director of Siemens AG.
At an extraordinary meeting on January 21, 2008, the Supervisory Board – following the recommenda-
tions of the Chairman’s Committee, the Managing Board and the law rm Debevoise & Plimpton LLP –
decided to propose to the Annual Shareholders’ Meeting of Siemens AG on January 24, 2008 that the rat-
ication of the acts of the members of the Managing Board in scal 2007 – with the exception of those
of Peter Löscher – as well as the ratication of the acts of Professor Dr. v. Pierer as a member of the
Supervisory Board be deferred.
8 Report of the Supervisory Board