Siemens 2011 Annual Report Download - page 128

6 A. To our shareholders 23 B. Corporate Governance
25 B. Corporate Governance report
31 B. Corporate Governance statement pursuant to
Section a of the German Commercial Code
(HGB) (part of the combined management’s
discussion and analysis)
33 B. Compliance report
36 B. Compensation report
(part of Notes to
Consolidated Financial Statements)

the German Codetermination Act sets forth that decisions
made by the Finance and Investment Committee pursuant to
Section 32 of the German Codetermination Act only require
the votes of the shareholder representatives.
The composition of the Supervisory Board and its committees
is presented on pages 266 - . Information on the work of
this body is provided by the Report of the Supervisory Board
on pages  - . Details of the compen sation paid to the mem-
bers of the Supervisory Board are given comprehensively in
the Compensation report on pages  - .
B... 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 ba-
sic issues of business policy and corporate strategy as well as
on the annual and multi-year planning.
The Managing Board prepares the Company ’s quarterly and
half-yearly reports, the Annual Financial Statements of
Siemens AG and the Consolidated Financial Statements of
Siemens worldwide. In addition, the Managing Board is re-
sponsible for monitoring the Company ’s adherence to statu-
tory provisions, official regulations and internal Company pol-
icies (compliance) and works to achieve compliance with
these provisions and policies within the Siemens group. Fur-
ther comprehensive information on the compliance program
and related activities in fiscal  is available on pages  - 
(Compliance report) and  - . The Managing Board cooper-
ates closely with the Supervisory Board, informing it regular-
ly, promptly and fully on all issues related to Company strate-
gy and strategy implementation, planning, business develop-
ment, financial position, earnings, compliance and risks.
When filling managerial positions in the Company, the Man-
aging Board takes diversity into consideration and, in particu-
lar, 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 Em-
ployee Stock Committee. It is comprised of three members of
the Managing Board and oversees the utilization of autho-
rized capital in connection with the issuance of employee
stock and the implementation of certain capital measures.
Furthermore, the committee determines the scope and condi-
tions 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  -  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  - .
B... 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 Gerd von
Brandenstein, and vSV. These shares are voted together by
vSV based on proposals by a committee representing mem-
bers of the Siemens family. Gerd von Brandenstein is the cur-
rent chairman of the executive committee and has a deciding
vote in case of a deadlock.
B.. 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 Superviso-
ry 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 ex-
ceeds €, during any calendar year. Any transactions re-
ported to Siemens AG in accordance with this requirement
were duly published and can be found on the Company ’s In-
ternet website at www.siemens.com/directors-dealings.