Siemens 2010 Annual Report Download - page 74

6 To our shareholders 21 Corporate Governance 49 Combined management’s discussion and analysis
6 Report of the Supervisory Board
12 Letter to our shareholders
18 Siemens share / Investor relations
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The Audit Committee met six times. Together with the independent auditors, the President and
Chief Executive Officer, the Chief Financial Officer and the General Counsel, the Audit Committee
discussed the Annual Financial Statements and management’s discussion and analysis (MD&A) for
Siemens AG and the Consolidated Financial Statements and the consolidated MD&A for Siemens
worldwide, the proposal for the appropriation of net income and the Annual Report on Form -F
for the U.S. Securities and Exchange Commission (SEC). In addition, the Audit Committee made
a recommendation to the Supervisory Board regarding the Supervisory Board’s proposal to the
Annual Shareholders’ Meeting concerning the election of the independent auditors.
The Audit Committee also gave in-depth consideration to the appointment of the independent audi-
tors for fiscal , to monitoring the auditors’ independence and qualifications as well as the addi-
tional services they perform, to determining their fee and to examining the Company’s quarterly
reports and the half-year financial report. In addition, the Audit Committee dealt with the Company’s
financial reporting process and risk management system and with the effectiveness, resources and
findings of the internal financial audit as well as with reports concerning potential and pending legal
disputes. The Audit Committee also focused on Company compliance with the provisions of Section
 of the Sarbanes-Oxley Act (SOA) and on the internal audit of the effectiveness of the anti-corrup-
tion compliance program. Furthermore, separate meetings were held with the independent auditors.
The Compliance Committee met five times in fiscal . At its meetings, the Committee discussed
the quarterly reports submitted by the Chief Compliance Officer and / or the Chief Counsel Compliance
as well as the claims for damages against former members of the Managing Board.
Topics at the plenary meetings of the Supervisory Board
Regular topics of discussion at the Supervisory Board’s plenary meetings were revenue, profit and
employment development at Siemens AG, at the Sectors and at Siemens worldwide as well as the
Company’s financial situation and its major investment and divestment projects. The Managing Board
reported regularly and comprehensively on Company planning and on the Company’s strategic
development, business operations and current position. The Supervisory Board received regular
updates on the development and effects of the economic crisis.
At our meeting on December , , we primarily discussed the financial statements and MD&A for
Siemens AG and Siemens worldwide as of September ,  as well as the agenda for the Annual
Shareholders’ Meeting on January , . We also discussed the Annual Report  – in particular,
its “Corporate Governance report.” In addition, the Supervisory Board approved the settlements with
nine former Managing and Supervisory Board members as well as the settlement with the Company’s
directors and officers (D&O) insurance providers and decided to present these agreements to the
Annual Shareholders’ Meeting on January ,  for approval. To avoid a possible conflict of inter-
est, Michael Diekmann, who is the CEO of the lead company of one of the member companies of the