Siemens 2011 Annual Report Download - page 129

51 C. Combined management’s discussion and analysis 273 E. Additional information 153 D. Consolidated Financial Statements
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B.. Shareholder relations
Four times a year, Siemens AG reports to shareholders on its
business development, financial position and earnings. An or-
dinary 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. Furthermore, shareholders may ex-
ercise their right to vote in writing or by means of electronic
communication (voting by mail). The Managing Board may
provide for the shareholders to participate in the Sharehold-
ers’ Meeting without the need to be present at the venue and
without a proxy, and to exercise some or all of their rights ful-
ly or partially by means of electronic communication.
The re-
ports, documents and information required by law, including
the Annual Report, may be downloaded from our website.
The same applies to the agenda for the Annual Shareholders‘
Meeting and to possible counterproposals or shareholders’
election nominations, if any, that are required to be dis-
closed.
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 ap-
pointment of the independent auditors. Amendments to the
Articles of Association and measures which change the Com-
pany ’s capital stock are approved exclusively at the Annual
Shareholders’ Meeting and are implemented by the Managing
Board. Shareholders may submit proposals to the proposals of
the Managing and Supervisory Boards and may contest deci-
sions of the Annual Shareholders’ Meeting. Shareholders
owning Siemens stock with an aggregate notional value of
€, or more may also demand the appointment of spe-
cial auditors to examine specific issues.
As part of our investor relations activities, we inform our
investors comprehensively about developments within the
Company. For communication purposes, Siemens makes ex-
tensive use of the Internet: we publish quarterly, half-yearly
and annual reports, earnings releases, ad hoc announce-
ments, analyst presentations, and press releases as well as
the financial calendar for the current year which contains the
publication dates of significant financial communications and
the date of the Annual Shareholders‘ Meeting on our website
at: www.siemens.com/investors. Details of our investor rela-
tions activities are set forth on page  of the Annual Report.
B... 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 with the Code
and various other corporate governance related documents
may be found on our website at
www.siemens.com/corporate-governance
B.. 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 commit-
tee (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 dis-
close 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 pri-
marily comply with the German Stock Corporation Act and the
German Codetermination Act and follows the recommenda-
tions of the German Corporate Governance Code as disclosed
on page . Furthermore, 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 ap-
ply only to U.S. domestic issuers.
The significant differences between our governance practices
and those of U.S. domestic NYSE issuers are as follows:
B... 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
responsibilities of each of the two boards are clearly defined
by law. The composition of the Supervisory Board is deter-