Siemens 2008 Annual Report Download - page 118

22 Corporate Governance Report
The Nominating Committee, which comprises the Chairman of the Supervisory Board and two shareholder
representatives, is responsible for making recommendations to the Supervisory Board’s shareholder representa-
tives on the shareholder candidates for election to the Supervisory Board by the Annual Shareholders’ Meeting.
The Mediation Committee, comprising the Chairman of the Supervisory Board, the First Deputy Chairman
(who is elected in accordance with the German Codetermination Act), one of the Supervisory Board’s share-
holder representatives and one of the Supervisory Board’s employee representatives, 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 Finance and Investment Committee, which was established in January 2008 and replaced the Ownership
Rights Committee, comprises the Chairman of the Supervisory Board, two of the Supervisory Board’s share-
holder representatives and three of the Supervisory Board’s employee representatives. It shall – based on the
company’s overall strategy, which is the focus of an annual strategy meeting of the Supervisory Board – pre pare
discussions and resolutions of the Supervisory Board on questions relating to the nancial situation and struc-
ture of the Company as well as on xed asset and nancial investments. In addition, the approval of the Finance
and Investment Committee – rather than that of the Supervisory Board – is required for transactions and meas-
ures for which approval is required but whose value does not equal the amount of €600 million. The Finance
and Investment Committee also exercises the rights of the Supervisory Board pursuant to § 32 of the German
Codetermination Act – namely, to make decisions regarding the exercise of ownership rights resulting from
interests in other companies. § 32 (1) sentence 2 of the German Codetermination Act sets forth that resolutions
made by the Finance and Investment Committee pursuant to § 32 of the German Codetermination Act only
require the votes of the shareholder representatives.
The Managing Board
The Managing Board, as the Company’s top management body, is committed to serving the interests of the
Company and achieving sustainable growth in Company value. The members of the Managing Board are jointly
accountable for the entire management of the Company and decide on the basic issues of business policy and
corporate strategy as well as on the annual and multi-year planning.
The Managing Board prepares the Company’s quarterly and half-yearly reports, the annual stand-alone nancial
statements of Siemens AG and the Consolidated Financial Statements of Siemens. In addition, the Managing
Board is responsible for overseeing compliance by the Company with all applicable provisions of law and ofcial
regulations and the Company’s internal policies and works to achieve compliance with these provisions and
policies within the Siemens group (compliance). Further comprehensive information on the compliance pro-
gram and related activities in scal 2008 is available on pages 14 and 28ff. (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, nancial position,
earnings, compliance and risks.
Directors’ dealings
Pursuant to § 15a of the German Securities Trading Act (WpHG), members of the Managing and Supervisory
Boards are required to disclose purchases or sales of shares of Siemens AG or nancial instruments based on
such shares if the total amount of the transactions of a board member and any closely associated person is at
least €5,000 during any calendar year.