Siemens 2009 Annual Report Download - page 197

109
 Managing Board statements, Independent auditors’ report, Additional information
95 Net assets position 97 Report on post-balance sheet date events
98 Risk report
108 Information required pursuant to
§315 (4) HGB of the German Commercial
Code and explanatory report
114 Compensation report
114 Report on expected developments
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 employ-
ees. The beneficiary 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 Ger-
man Stock Corporation Act and §31 of the German Codetermi-
nation Act (Mitbestimmungsgesetz, MitbestG). According to
these provisions, members of the Managing Board are ap-
pointed by the Supervisory Board for a maximum term of five
years. They may be reappointed or have their term of office ex-
tended for one or more terms of up to a maximum of five years
each. Pursuant to §31 (2) of the German Codetermination Act,
a majority of at least two thirds of the members of the Supervi-
sory Board is required to appoint members of the Managing
Board. If such majority is not achieved, the Mediation Commit-
tee shall give, within one month after the first round of voting,
a recommendation 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 Su-
pervisory Board shall have two votes in a new round of voting.
According to §8 (1) of the Articles of Association, the Manag-
ing 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 individ-
ual 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 Annual 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 Arti-
cles of Association. In addition, by resolution of the Annual
Shareholders’ Meetings on January 26, 2006 and January 27,
2009, the Supervisory Board has been authorized to amend §4
of the Articles of Association in accordance with the utilization
of the Authorized Capital 2006 and Authorized Capital 2009,
and after expiration of the then-applicable authorization pe-
riod.
Resolutions of the Annual Shareholders’ Meeting require a
simple majority vote, unless a greater majority is required by
law. Pursuant to §179 (2) of the German Stock Corporation Act,
amendments to the Articles of Association require a majority
of at least three-fourth of the capital stock represented at the
voting round, unless another capital majority is prescribed by
the Articles of Association.
POWERS OF THE MANAGING BOARD
TO ISSUE AND REPURCHASE SHARES
The Managing Board is authorized to increase, with the ap-
proval of the Supervisory Board, the capital stock until January
25, 2011 by up to €71,130,000 nominal through the issuance of