Siemens 2009 Annual Report Download - page 105

 Managing Board statements, Independent auditors’ report, Additional information 
the Supervisory Board whether or not it should approve those
financial statements. It concerns itself with the company ’s risk
monitoring system and oversees the effectiveness of the inter-
nal control system, in particular as it relates to financial report-
ing, the risk management system and the internal audit sys-
tem. The internal corporate audit unit reports regularly to the
Audit Committee. In addition, the Audit Committee monitors
the independent audit of financial statements, in particular
the independence and qualifications of the independent audi-
tors as well as the independent auditors’ services, and per-
forms the other functions assigned to it under the SOA.
The Compliance Committee, which was established in April
2007, comprises the Chairman of the Supervisory Board, two
of the Supervisory Board’s shareholder representatives and
three of the Supervisory Board’s employee representatives.
The Compliance Committee monitors the Company ’s adher-
ence to statutory provisions, official regulations and internal
Company policies.
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 representatives on the shareholder candi-
dates 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 shareholder representatives and one
of the Supervisory Board’s employee representatives, submits
proposals to the Supervisory Board in the event that the Super-
visory Board cannot reach the two-thirds majority required to
appoint a Managing Board member.
The Finance and Investment Committee comprises the
Chairman of the Supervisory Board, three of the Supervisory
Board’s shareholder representatives and four of the Supervi-
sory 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 – prepare discus-
sions and resolutions of the Supervisory Board on questions
lished rules that govern the work of the Managing Board, in
particular the allocation of duties among individual Managing
Board members, matters reserved for the Managing Board as a
whole, and the required majority for Managing Board deci-
sions.
The Supervisory Board’s Bylaws provide for the establishment
of committees – currently six – whose duties, responsibilities
and procedures fulfill the requirements of the Code, reflect ap-
plicable SOA requirements and incorporate applicable NYSE
rules, as well as certain NYSE rules not mandatorily applicable
to Siemens AG. Each committee’s chairman provides the
Supervisory Board with regular reports regarding the activities
of the relevant committee.
The Chairman’s Committee comprises the Chairman and
Deputy Chairmen of the Supervisory Board as well as one fur-
ther member to be elected by the Supervisory Board and per-
forms the collective tasks of a nominating, compensation and
corporate governance committee to the extent that these
tasks are not performed by the Nominating Committee or, as
required by German law, to be performed by the Supervisory
Board in full session. In particular, it makes proposals regard-
ing the appointment of Managing Board members, handles
contracts with members of the Managing Board and prepares
resolutions for the Supervisory Board in full session with re-
spect to the compensation of the members of the Managing
Board and the review of the Managing Board compensation
system.
The Audit Committee comprises the Chairman of the Supervi-
sory Board, two of the Supervisory Board’s shareholder repre-
sentatives and three of the Supervisory Board’s employee rep-
resentatives. As required by German law, the Audit Committee
must include at least one independent member of the Super-
visory Board who has knowledge and experience in the appli-
cation of accounting principles or the auditing of financial
statements. The Audit Committee oversees the accounting
process. Together with the independent auditors, it also re-
views the Company ’s financial statements prepared quarterly,
half-yearly and annually by the Managing Board. On the basis
of the independent auditors’ report on the annual financial
statements, the Audit Committee makes a recommendation to