Siemens 2010 Annual Report Download - page 89

147 Consolidated Financial Statements 49 Combined management’s discussion and analysis 261 Additional information
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Siemens AG fully complies with the recommendations of the
German Corporate Governance Code (“Code”), which was first
issued in  and later expanded, most recently in May .
The Managing Board and the Supervisory Board of Siemens
AG, respectively, discussed compliance with the Code’s recom-
mendations, in particular with regard to the amendments of
May , . Based on these deliberations, the Boards ap-
proved the Declaration of Conformity with the Code which is
set forth below (page ), posted on our website and updated
as necessary. Siemens voluntarily complies with the Code’s
non-binding suggestions.
Our listing on the New York Stock Exchange (“NYSE”) subjects
us to a number of provisions under U.S. securities laws (includ-
ing the Sarbanes-Oxley Act (“SOA”)) as well as to the rules and
regulations of the U.S. Securities and Exchange Commission
(“SEC”) and the NYSE. To facilitate our compliance with the
SOA, we have, among other things, established a Disclosure
Committee, comprising the heads of our Corporate Units. This
committee is responsible for reviewing certain financial and
non-financial information and advising our Managing Board in
its decision-making about disclosure. We have also introduced
procedures that require the management of our Sectors, Divi-
sions, Cross-Sector Businesses, Cross-Sector Services, Regional
Clusters and certain Corporate Units, supported by certifica-
tions of management of entities under their responsibility, to
certify various matters, thereby providing a basis for our CEO
and CFO to certify our financial statements to the SEC. Consis-
tent with the requirements of the SOA, we have also imple-
mented procedures for handling accounting complaints and a
Code of Ethics for Financial Matters; the Code of Ethics was
approved in its updated version in July .
Management and control structure
THE SUPERVISORY BOARD
As a German stock corporation, Siemens is subject to German
corporate law. It has a two-tier management and oversight
structure, consisting of a Managing Board and a Supervisory
Board. As required by the German Codetermination Act (Mit-
bestimmungsgesetz), the Company’s shareholders and its
employees each select one-half of the Supervisory Board’s
members. The term of office of the current members of the
Supervisory Board expires at the close of the Annual Share-
holders‘ Meeting in .
At its meeting on September , , the Supervisory Board
approved the following goals regarding its composition pursu-
ant to Section .. of the Code:
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The composition of the Supervisory Board of Siemens AG
shall be such that qualified control and advising for the
Managing Board is ensured. The candidates proposed for
election to the Supervisory Board shall have the expertise,
skills and professional experience necessary to carry out the
functions of a Supervisory Board member in a multinational
company and to safeguard the reputation of Siemens in
public. In particular, care shall be taken in regard to the per-
sonality, integrity, commitment, professionalism and inde-
pendence of the individuals proposed for election. The goal
is to ensure that, in the Supervisory Board as a whole, all
know-how and experience is available that is considered
essential in view of Siemens’ activities.
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Taking the Company’s international orientation into account,
care shall also be taken to ensure that the Supervisory Board
has an adequate number of members with extensive inter-
national experience. The goal for the next Supervisory Board
election in  is to make sure that the present consider-
able share of Supervisory Board members with international
background is maintained.
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In its election proposals, the Supervisory Board shall also pay
particular attention to the appropriate participation of
women. Qualified women shall already be included in the
initial process of selecting potential candidates for new elec-
tions or for the filling of Supervisory Board positions that
have become vacant and shall be considered, as appropriate,
in nominations. There are currently four women on our
Supervisory Board. Our goal is, at the minimum, to maintain
or, if possi ble, to increase this number at the next Super-
visory Board election in . It is also intended that a wom-
an join the Nominating Committee following this Super-
visory Board election.
Corporate Governance report