Siemens 2009 Annual Report Download - page 98

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 Reports Supervisory Board /
Managing Board  Corporate Governance  Management’s discussion and analysis  Consolidated Financial Statements
 Report of the Supervisory Board  Letter to our Shareholders
At our meeting on September , , the Managing Board provided an overview of the state
of the Company. At the meeting, the Supervisory Board approved the fiscal  budget, and the
Healthcare Sector reported on the current status of its business. In addition, the Bylaws for the
Supervisory Board, the Chairman’s Committee and the Audit Committee were amended to reflect
new legal regulations. We also met in executive session, in which only members of the Supervi-
sory Board participated, to discuss the efficiency review of Supervisory Board operations. Further-
more, we approved the agreement with the Company ’s directors and officers (D&O) insurers to
limit liability coverage to € million. We also approved the preliminary agreements with former
Managing Board members Edward G. Krubasik, Rudi Lamprecht and Klaus Wucherer to settle
Company claims. To avoid possible conflicts of interest, Michael Diekmann, who is CEO of the lead
member company of the insurance consortium in question, did not participate in the discussion
or the voting on liability coverage.
Corporate Governance Code
The Supervisory Board concerned itself with the provisions of the German Corporate Governance
Code. Information on corporate governance at the Company and a detailed report on the level and
structure of the remuneration paid to the members of the Supervisory and Managing Boards is
provided on pages  ff. and  ff. of Book II of this Annual Report. At their meetings on Septem-
ber  and , , the Managing and Supervisory Boards issued an unconditional Declaration of
Conformity pursuant to Section  of the German Stock Corporation Act (Aktiengesetz) and made
it available to shareholders on the Company ’s website. Siemens AG complies with all the recom-
mendations of the current version of the German Corporate Governance Code and will continue
to comply with these recommendations in the future.
Detailed discussion of the financial statements
Our independent auditors – Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft – audited the
Annual Financial Statements of Siemens AG and the related MD&A as well as the Consolidated
Financial Statements and consolidated MD&A for the year ended September ,  in accor-
dance with the requirements of the German Commercial Code (HGB) and approved them without
qualification. The Consolidated Financial Statements and the consolidated MD&A were prepared
in accordance with Section a of the HGB, using the international accounting standards IFRS,
as required in the European Union. Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft’s audit
was conducted in accordance with generally accepted German standards for the audit of financial
statements promulgated by the Institut der Wirtschaftsprüfer in Deutschland e.V. (IDW) and the
International Standards on Auditing (ISA). The above-mentioned documents as well as the Man-
aging Board’s proposal for the appropriation of net income were submitted to us by the Managing
Board in a timely manner. The Audit Committee discussed these documents in detail on Decem-
ber , . The audit reports prepared by Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft
were presented to all members of the Supervisory Board, and we reviewed them comprehensively
at our meeting on December ,  in the presence of the independent auditors, who reported
on the main findings of their audit. The independent auditors also reported that there were no
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