Siemens 2009 Annual Report Download - page 110

 Reports Supervisory Board /
Managing Board  Corporate Governance  Management’s discussion and analysis  Consolidated Financial Statements
 Corporate Governance report  Compliance report  Compensation report (part of Notes
to Consolidated Financial Statements)

www.siemens.com/corporate-governance
In addition, the Supervisory Board of Siemens AG has a Fi-
nance and Investment Committee and a Mediation Commit-
tee, the latter of which is required by German law. Neither of
these two committees is required under the NYSE Standards.
Shareholder approval of equity compensation plans;
stock repurchases
The NYSE Standards generally require U.S. domestic compa-
nies listed on the NYSE to obtain shareholder approval of all
equity compensation plans (including stock option plans) and
any material revisions to such plans. Similarly, our adoption of
stock option plans and any material revisions thereto require
the approval by our shareholders insofar as any issuance of
shares and/or stock options under authorized or contingent
capital authorizations requires shareholder approval (which
approval requires consideration of the key elements of the ap-
plicable option plan or relevant modifications). Similarly, un-
der German law, share buybacks generally require the prior
authorization by shareholders. Such approval was last given at
our January 27, 2009 Annual Shareholders’ Meeting, and this
matter will generally be voted upon the expiration of each au-
thorization.
Committees
In contrast to the NYSE Standards, which require the creation
of several specified board committees, composed of indepen-
dent directors and operating pursuant to written charters that
set forth their tasks and responsibilities, the Supervisory Board
of Siemens AG has combined the functions of a nominating,
compensation and corporate governance committee substan-
tially in the Chairman’s Committee and has delegated part of
the remaining functions to the Nominating Committee. Never-
theless, certain responsibilities, e.g. determination of the
compensation of the members of the Managing Board, have
not been delegated to a committee because German law re-
quires the Supervisory Board to perform the function in full
session. Both the Audit Committee and the Chairman’s Com-
mittee have written bylaws – adopted by the Supervisory
Board based on the NYSE Standards – addressing their respec-
tive tasks and responsibilities.
The Audit Committee of Siemens AG is subject to the standards
of the SOA and the Securities Exchange Act of 1934, as appli-
cable to a foreign private issuer, and performs – in cooperation
with the Compliance Committee established in April 2007 –
functions similar to those of an audit committee subject to the
full NYSE Standards. Nevertheless, German law precludes cer-
tain responsibilities from being delegated to a committee, such
as the selection of the independent auditors, who are required
by German law to be elected at the shareholders’ meeting.