Siemens 2008 Annual Report Download - page 204

108 Management’s discussion and analysis
Equity interests exceeding 10 percent of voting rights
The German Securities Trading Act (WpHG) requires any investor whose percentage of voting rights reaches,
exceeds or falls below certain thresholds as the result of purchases, disposals or otherwise must notify the Com-
pany and the German Federal Financial Supervisory Authority (BaFin) thereof. The lowest threshold for notica-
tion is three percent. We are not aware of, nor have we been notied of, any shareholder directly or indirectly
holding 10 percent or more of the voting rights.
Shares with special rights conferring powers of control
There are no shares with special rights conferring powers of control.
System of control of any employee share scheme where the control rights are not exercised directly
by the employees
Shares of stock issued by Siemens AG to employees under its employee stock scheme are transferred directly to
the employees subject to a lockup period. The beneciary employees who hold shares of employee stock may
exercise their control rights in the same way as any other shareholder directly in accordance with applicable
laws and the Articles of Association.
Legislation and provisions of the Articles of Association applicable to the appointment and removal
of members of the Managing Board and governing amendments to the Articles of Association
The appointment and removal of members of the Managing Board is subject to the provisions of §84 and §85 of
the German Stock Corporation Act and §31 of the German Codetermination Act (MitbestG). According to these
provisions, members of the Managing Board are appointed by the Supervisory Board for a maximum term of
ve years. They may be reappointed or have their term of ofce extended for one or more terms of up to a maxi-
mum of ve years each. Pursuant to §31 of the German Codetermination Act, a majority of at least two thirds of
the members of the Supervisory Board is required to appoint members of the Managing Board. If such majority
is not achieved, the Mediation Committee shall give, within one month after the rst round of voting, a recom-
mendation for the appointments to the Managing Board. The Supervisory Board will then appoint the members
of the Managing Board with the votes of the majority of its members. If such appointment fails, the Chairman of
the Supervisory Board shall have two votes in a new round of voting.
According to §8 (1) of the Articles of Association, the Managing Board is comprised of several members, the
number of which is determined by the Supervisory Board. Pursuant to §84 of the German Stock Corporation Act
and §9 of the Articles of Association, the Supervisory Board may appoint a President of the Managing Board as
well as a Vice President. If a required member of the Managing Board has not been appointed, the necessary
appointment shall be made, in urgent cases, by a competent court upon motion by any party concerned, in
accordance with §85 of the German Stock Corporation Act. Pursuant to §84 (3) of the German Stock Corporation
Act, the Supervisory Board may revoke the appointment of an individual as member of the Managing Board or
as President of the Managing Board for good cause.
According to §179 of the German Stock Corporation Act, any amendment to the Articles of Association requires
a resolution of the Shareholders’ Meeting. The authority to adopt purely formal amendments to the Articles of
Association was transferred to the Supervisory Board under §13 (2) of the Articles of Association. In addition,
by resolution of the Annual Shareholders’ Meetings on January 22, 2004 and January 26, 2006, the Supervisory
Board has been authorized to amend §4 of the Articles of Association in accordance with the utilization of the
Authorized Capital 2004 and Authorized Capital 2006, and after expiration of the then-applicable authorization
period.