Siemens 2008 Annual Report Download - page 106

Corporate governance code
The Supervisory Board concerned itself with the provisions of the German Corporate Governance Code.
Information on corporate governance at the Company and a detailed report on the level and structure of
the remuneration paid to the members of the Supervisory and Managing Boards is provided on pages
20 ff. and 32 ff. At their meetings on November 21 and 28, 2008, the Managing and Supervisory Boards
issued an unconditional Declaration of Conformity pursuant to § 161 of the German Stock Corporation
Act (Aktiengesetz) and made it available to shareholders on the Company’s website. Siemens AG com-
plies with all the recommendations of the current version of the German Corporate Governance Code
and will continue to comply with these recommendations in the future.
Detailed discussion of the financial statements
Our independent auditors – KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin – audited the Annual
Financial Statements of Siemens AG and the related MD&A as well as the Consolidated Financial State-
ments and consolidated MD&A for the year ended September 30, 2008 in accordance with the require-
ments of the German Commercial Code (HGB) and approved them without qualication. The Consoli-
dated Financial Statements and the consolidated MD&A were prepared in accordance with § 315a of the
HGB using the international accounting standards IFRS, as required in the European Union. KPMG’s audit
was conducted in accordance with generally accepted German standards for the audit of nancial state-
ments promulgated by the Institut der Wirtschaftsprüfer in Deutschland e.V. (IDW) and the International
Standards on Auditing (ISA).
The above-mentioned documents as well as the Managing Board’s proposal for the appropriation of net
income were submitted to us by the Managing Board in a timely manner. The Audit Committee discussed
these documents in detail on November 27, 2008. The KPMG audit reports were presented to all mem-
bers of the Supervisory Board, and we reviewed them comprehensively at our meeting on November 28,
2008 in the presence of the independent auditors, who reported on the main ndings of their audit. At
this meeting, the Managing Board explained the Annual and Consolidated Financial Statements as well
as the Company’s risk management system. It also provided a report on the scope, focal points and costs
of the audit.
We concur with the results of the audit. Following the denitive ndings of the examination by the Audit
Committee and our own examination, we have raised no objections. In view of our approval, the nan-
cial statements prepared by the Managing Board are accepted as submitted. We endorse the Managing
Board’s proposal that the net income available for distribution be used to pay out a dividend of €1.60
per share entitled to a dividend and that the amount attributable to shares of stock of Siemens AG held
in treasury by the Company as of the date, as well as attributable to treasury stock retired by the date,
of the Annual Shareholders’ Meeting be carried forward.
Changes in the composition of the Supervisory and Managing Boards
The ve-year term of the members of the Supervisory Board elected at the Annual Shareholders’ Meeting
in 2003 expired at the conclusion of the Annual Shareholders’ Meeting on January 24, 2008. The follow-
ing shareholder representatives on the Supervisory Board – listed by length of service – left the Board:
Peter von Siemens, Dr. Albrecht Schmidt, Dr. Henning Schulte-Noelle, Professor Dr. Walter Kröll, John
David Coombe, Jerry I. Speyer and Professor Dr. Michael Mirow. The following employee representatives
– also listed by length of service – left the Board: Birgit Grube, Hildegard Cornudet, Thomas Rackow and
Roland Motzigemba, a substitute member who succeeded Gerhard Bieletzki when the latter resigned on
December 3, 2007. The Supervisory Board would like to thank all members for their constructive and
informed contributions and many years of loyal support.
10 Report of the Supervisory Board