Siemens 2011 Annual Report Download - page 108

6 A. To our shareholders 51 C. Combined management’s discussion and analysis 23 B. Corporate Governance
6 A. Report of the Supervisory Board
12 A. Managing Board of Siemens AG
14 A. Letter to our shareholders
20 A.4 The Siemens share / Investor relations

The Audit Committee met eight times. In the presence of the independent auditors, the President
and Chief Executive Officer, the Chief Financial Officer and the General Counsel, the Committee
discussed the financial statements and the combined management’s discussion and analysis for
Siemens AG and 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 the audit reviews of 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 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 anti-
corruption measures. In addition, separate meetings were held with the independent auditors.
The Compliance Committee met four times in fiscal . At its meetings, which were generally
attended by Dr. Theodor Waigel in his capacity as Monitor, the Committee discussed primarily the
quarterly reports submitted by the Chief Compliance Officer and / or the Chief Counsel Compliance.
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 position and its major investment and divestment projects. The Managing Board
reported to us regularly and comprehensively on Company planning and on the Company ’s strategic
development, business operations and current situation.
At our meeting on November , , we discussed the key financial figures for fiscal  and
approved the budget for . We also determined the compensation of Managing Board members for
fiscal  on the basis of their achievement of performance-related targets. The appropriateness of
this compensation was confirmed by an independent compensation consultant.
At our meeting on December , , we primarily discussed the financial statements and the
combined management’s discussion and analysis 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 for  – in particular, the “Corporate Governance report”
included therein – and established the targets for Managing Board compensation in fiscal .