Siemens 2010 Annual Report Download - page 92

6 To our shareholders 21 Corporate Governance
23 Corporate Governance report
29 Corporate Governance statement pursuant to §a
of the German commercial code (HGB) (part of the
Combined management’s discussion and analysis)
30 Compliance report
34 Compensation report (part of Notes to
Consolidated Financial Statements)

THE MANAGING BOARD
The Managing Board, as the Company’s top management body,
is committed to serving the interests of the Company and
achieving sustainable growth in Company value. The members
of the Managing Board are jointly responsible for the entire
management of the Company and decide on the basic issues
of business policy and corporate strategy as well as on the an-
nual and multi-year planning.
The Managing Board prepares the Company’s quarterly and
half-yearly reports, the annual unconsolidated financial state-
ments of Siemens AG and the Consolidated Financial State-
ments of Siemens. In addition, the Managing Board is respon-
sible for monitoring the Company’s adherence to statutory
provisions, official regulations and internal Company policies
(compliance) and works to achieve compliance with these
provisions and policies within the Siemens group. Further
comprehensive information on the compliance program and
related activities in fiscal  is available on pages  ff. (Com-
pliance report) and  ff. The Managing Board cooperates
closely with the Supervisory Board, informing it regularly,
promptly and fully on all issues related to Company strategy
and strategy implementation, planning, business develop-
ment, financial position, earnings, compliance and risks. When
filling managerial positions in the Company, the Managing
Board takes diversity into consideration and, in particular, aims
for an appropriate consideration of women.
The Bylaws for the Managing Board provide for the establish-
ment of committees to deal with specific tasks. Currently, there
is one Managing Board committee, the Equity and Employee
Stock Committee. It is comprised of three members of the
Managing Board and oversees the utilization of authorized
capital in connection with the issuance of employee stock and
the implementation of certain capital measures. Furthermore,
the committee determines the scope and conditions of the
share-based compensation components and / or programs for
employees and managers (with the exception of the Managing
Board).
The composition of the Managing Board and its committee
is presented on pages  ff. of this Annual Report. Detailed
information on the compensation paid to the members of
the Managing Board is given in the Compensation Report on
pages  ff.
SHARE OWNERSHIP
As of October , , the current Managing Board members
held a total of , (: ,) Siemens shares as well
as stock options on Siemens shares, representing .% (:
.%) of the capital stock of Siemens AG.
As of the same day, the current members of the Supervisory
Board held a total of , (: ,) Siemens shares as well
as stock options on Siemens shares, representing less than
.% (: less than .%) of the capital stock of Siemens
AG. These figures do not include ,, (: ,,)
shares, or .% (: .%) of the capital stock, over which
the von Siemens-Vermögensverwaltung GmbH (“vSV ”), a Ger-
man limited liability company, has voting control under powers
of attorney based on an agreement between – among others
– members of the Siemens family, including Mr. Gerd von
Brandenstein, and vSV. These shares are voted together by vSV
based on proposals by a committee representing members of
the Siemens family. Mr. Gerd von Brandenstein is the current
chairman of the executive committee and has a casting vote in
case of a deadlock.
Detailed information on the individual share ownership of
each Managing Board member is available in the Compensa-
tion report on page .
Purchase or sale of the Company‘s shares
Pursuant to § a of the German Securities Trading Act
(WpHG), members of the Managing Board and the Supervisory
Board are legally obliged to disclose the purchase or sale of
shares of Siemens AG or financial instruments based thereon
if the total value of such transactions entered into by a board
member and any closely associated person reaches or exceeds
€, during any calendar year. Any transactions reported to
Siemens AG in accordance with this requirement were duly
published and can be found on the Company’s Internet website
at www.siemens.com/directors-dealings.
SHAREHOLDER RELATIONS
Four times a year, Siemens AG reports to shareholders on its
business development, financial position and earnings. An
ordinary Annual Shareholders’ Meeting normally takes place
within the first four months of each fiscal year. The Managing
Board facilitates shareholder participation in the meeting
through electronic communications – in particular the Inter-
net – and enables shareholders who are unable to attend the
meeting to vote by proxy. The Managing Board may provide for
the shareholders to exercise their vote, without participating