Siemens 2010 Annual Report Download - page 195

113 Report on post-balance sheet date events
114 Report on expected developments and associated
material opportunities and risks
128 Information required pursuant to § () and
§ () HGB and explanatory report
133 Information required pursuant to § () and
§ () no.  HGB and explanatory report
135 Compensation and declaration pursuant to §a HGB
135 Additional information for supplemental
financial measures
138 Siemens AG (Discussion on basis of HGB)
147 Consolidated Financial Statements
261 Additional information

the extent legally permissible. However, participants are re-
quired to own and hold the shares issued to them under the
rules of the Plan for a vesting period of about three years in
order to receive one matching share free of charge for each
three shares provided the plan participant has been continu-
ously employed by Siemens AG or another Siemens company
until the end of the vesting period. Any sale or transfer of the
shares prior to vesting of the -years vesting period will forfeit
the right to receive matching shares for the sold or transferred
share.
The von Siemens-Vermögensverwaltung GmbH (vSV) has, on
a sustained basis, powers of attorney allowing it to vote, as of
October , , .. shares on behalf of members of
the Siemens family, whereby aforementioned shares consti-
tute a part of the overall number of shares held by members of
the Siemens family. The vSV is a German limited liability com-
pany and party to an agreement with, among others, members
of the Siemens family (“family agreement”). In order to bundle
and represent their interests, the members of the Siemens
family established a family partnership. This family partner-
ship makes proposals to the vSV with respect to the exercise of
the voting rights at Annual Shareholders’ Meetings of the
Company, which are taken into account by the vSV when act-
ing within the bounds of its professional discretion. Pursuant
to the family agreement, the shares under powers of attorney
are voted by the vSV collectively.
EQUITY INTERESTS EXCEEDING
% OF VOTING RIGHTS
The German Securities Trading Act (Wertpapierhandelsgesetz,
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
Company and the German Federal Financial Supervisory
Authority (Bundesanstalt für Finanzdienstleistungsaufsicht,
BaFin) thereof. The lowest threshold for notification is %. We
are not aware of, nor have we been notified of, any share-
holder directly or indirectly holding % 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 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 § and § of the Ger-
man Stock Corporation Act and § 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
extended for one or more terms of up to a maximum of five
years each. Pursuant to § () 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 Man-
aging Board. If such majority is not achieved, the Mediation
Committee shall give, within one month after the first round
of voting, a recommendation for the appointments to the Man-
aging Board. The Supervisory Board will then appoint the
members of the Managing Board with the votes of the major-
ity 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 § () 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 § of the
German Stock Corporation Act and § of the Articles of Asso-
ciation, the Supervisory Board may appoint a President of the
Managing Board as well as a Vice President. If a required mem-
ber of the Managing Board has not been appointed, the neces-
sary appointment shall be made, in urgent cases, by a compe-
tent court upon motion by any party concerned, in accordance
with § of the German Stock Corporation Act. Pursuant to §
() of the German Stock Corporation Act, the Supervisory
Board may revoke the appointment of an individual as member