Siemens 2008 Annual Report Download - page 116

20 Corporate Governance Report
Siemens fully complies with the recommendations of the German Corporate Governance Code (Code), which
was rst issued in 2002 and later expanded, most recently in June 2008.
The Managing Board and the Supervisory Board of Siemens AG, respectively, discussed compliance with the
recommendations of the Code, in particular with regard to the amendments of June 6, 2008. Based on these
deliberations, the Boards approved the Declaration of Conformity (with the Code) which is set forth below
(page 27), posted on our website and updated as necessary. Siemens voluntarily complies with the Code’s non-
obligatory suggestions, with only minor exceptions.
Our listing on the New York Stock Exchange (NYSE) subjects us to certain U.S. capital market laws (including the
Sarbanes-Oxley Act (SOA)) and regulations of the U.S. Securities and Exchange Commission (SEC) and rules of
the NYSE. To facilitate our compliance with the SOA, we have, among other things, established a Disclosure Com-
mittee comprising the heads of central units that is responsible for reviewing certain nancial and non-nancial
information and advising the Managing Board in its decision-making about disclosure. We have also introduced
procedures that require the management of our Sectors, Cross-Sector Businesses and of our subsidiaries to cer-
tify various matters, providing a basis on which our CEO and CFO certify our nancial statements to the SEC.
Consistent with the requirements of the SOA, Siemens has also implemented procedures for handling account-
ing complaints and a Code of Ethics for Financial Matters.
Management and control structure:
The Supervisory Board
As a German stock corporation, Siemens is subject to German corporate law and has a two-tier management and
oversight structure, consisting of a Managing Board and a Supervisory Board. The German Codetermination Act
(Mitbestimmungsgesetz) requires that the Company’s shareholders and its employees each select one-half of the
Supervisory Board’s members.
According to the Bylaws for the Supervisory Board, the shareholder representatives on the Supervisory Board
must be independent. Some Supervisory Board members hold, or held in the past year, high-ranking positions
at other companies with which Siemens does business; nevertheless, our sales and purchases of products and/or
services to or from such companies are transacted on an arm’s length basis. We believe that these dealings do
not compromise the independence of the associated Supervisory Board members.
The Supervisory Board oversees and advises the Managing Board in its management of Company business. At
regular intervals, it discusses business development, planning, strategy and implementation. It also discusses
Siemens’ quarterly and half-yearly reports and approves the annual stand-alone nancial statements of Siemens
AG as well as the Consolidated Financial Statements of Siemens, taking into account both the audit reports pro-
vided by the independent auditors and the results of the review conducted by the Audit Committee. In addition,
it is responsible for the monitoring of the Company’s adherence to statutory provisions, ofcial regulations and
internal Company policies (compliance); for the currently ongoing compliance investigation, the Compliance
Committee performs the compliance duties assigned to it by a decision of the Supervisory Board and by the
Corporate Governance Report