Siemens 2010 Annual Report Download - page 93

147 Consolidated Financial Statements 49 Combined management’s discussion and analysis 261 Additional information

at the meeting, in writing or by means of electronic communi-
cation. The Managing Board may provide for the shareholders
to participate in the Shareholders’ Meeting without the need
to be present at the venue and without a proxy, and to exercise
some or all of their rights fully or partially by means of elec-
tronic communication. Furthermore, the Managing Board may
provide for the shareholders to exercise their right to vote,
without participating at the meeting, in writing or by means of
electronic communication. The reports, documents and infor-
mation required by law, including the Annual Report, may be
downloaded from the Internet. The same applies to the agenda
for the Annual Shareholders‘ Meeting and to possible counter-
proposals or shareholders’ election nominations, if any, that
are required to be disclosed.
Among other things, the Annual Shareholders’ Meeting de-
cides on the appropriation of net income, ratification of the
acts of the Managing and Supervisory Boards, and the appoint-
ment of the independent auditors. Amendments to the Articles
of Association and measures which change the Company’s
capital stock are approved exclusively at the Annual Sharehold-
ers’ Meeting and are implemented by the Managing Board.
Shareholders may submit counterproposals to the proposals of
the Managing and Supervisory Boards and may contest deci-
sions of the Annual Shareholders’ Meeting. Shareholders own-
ing Siemens stock with an aggregate notional value of
€, or more may also demand the appointment of special
auditors to examine specific issues.
As part of our investor relations activities, we inform our inves-
tors comprehensively about developments within the Compa-
ny. For communication purposes, Siemens AG makes extensive
use of the Internet: at www.siemens.com/investor, quarterly,
half-yearly and annual reports, ad hoc announcements, analyst
presentations, and press releases are published, as is the finan-
cial calendar for the current year which contains the publica-
tion dates of all significant financial communications and the
date of the Annual Shareholders‘ Meeting. Details of our inves-
tor relations activities are set forth on pages  ff. of the An-
nual Report.
CORPORATE GOVERNANCE GUIDELINES
Our Articles of Association, the Bylaws for the Supervisory
Board and its most important committees, the Bylaws for the
Managing Board, all Declarations of Conformity, the report on
compliance with the provisions of the Code and various other
corporate governance related documents may be found on our
Internet website at www.siemens.com/corporate-governance.
SIGNIFICANT DIFFERENCES BETWEEN
SIEMENS’ CORPORATE GOVERNANCE AND
NYSE CORPORATE GOVERNANCE STANDARDS
Companies listed on the NYSE are subject to the Corporate
Governance Standards of Section A (“NYSE Standards”) of
the NYSE Listed Company Manual. Under the NYSE Standards,
Siemens AG, as a foreign private issuer, is permitted to follow
its home-country corporate governance practices in lieu of the
NYSE Standards, except that it is required to comply with the
NYSE Standards relating to the having of an audit committee
(comprised of members who are “independent” under the SOA)
and to certain NYSE notification obligations. In addition, the
NYSE Standards require that foreign private issuers disclose
any significant ways in which their corporate governance
practices differ from those required of U.S. domestic compa-
nies under the NYSE Standards.
As a company incorporated in Germany, Siemens AG must
primarily comply with the German Stock Corporation Act and
the German Codetermination Act and follows the recommen-
dations of the German Corporate Governance Code. Further-
more, Siemens complies with applicable rules and regulations
of the markets on which its securities are listed, such as the
NYSE, and also voluntarily complies with many of the NYSE
requirements that by their terms apply only to U.S. domestic
issuers.
The significant differences between our governance practices
and those of U.S. domestic NYSE issuers are as follows:
Two-tier board
The German Stock Corporation Act requires Siemens AG to
have a two-tier board structure consisting of a Managing Board
and a Supervisory Board. The two-tier system provides a strict
separation of management and supervision. Roles and respon-
sibilities of each of the two boards are clearly defined by law.
The composition of the Supervisory Board is determined in
accordance with the German Codetermination Act, which re-
quires that one-half of the required  Supervisory Board
members must be elected by our domestic employees. The
Chairman of the Supervisory Board is entitled to cast a decid-
ing vote when the Supervisory Board is unable to reach a deci-
sion in two separate rounds of voting.