Siemens 2011 Annual Report Download - page 131

51 C. Combined management’s discussion and analysis 273 E. Additional information 153 D. Consolidated Financial Statements
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The Corporate Governance statement pursuant to Section
289a of the German Commercial Code (HGB) is an integral
part of the Combined management’s discussion and analysis
(MD&A). In accordance with Section 317 (2) sentence 3 of the
German Commercial Code, the disclosures made within the
scope of Section 289a of the German Commercial Code are not
subject to the audit by the auditors.
Declaration of Conformity with the
German Corporate Governance Code
The Managing Board and the Supervisory Board of Siemens
AG approved the following Declaration of Conformity pursu-
ant to Section 161 of the German Stock Corporation Act as of
October 1, 2011:
“Declaration of Conformity by the Managing Board and the
Supervisory Board of Siemens Aktiengesellschaft with the
German Corporate Governance Code
Siemens AG fully complies and will continue to comply with
the recommendations of the German Corporate Governance
Code (“Code”) in the version of May 26, 2010, published by the
Federal Ministry of Justice in the official Section of the elec-
tronic Federal Gazette (“elektronischer Bundesanzeiger”) with
the following single exception:
The currently applicable rules for the compensation of the
Supervisory Board of Siemens AG, which were resolved by the
Annual Shareholders’ Meeting on January 25, 2011 and which
are set forth in the Articles of Association, contain – contrary
to the provisions of Section 5.4.6 para. 2 sentence 1 of the
Code – no performance-related compensation components. In
our view, a purely fixed compensation reinforces the indepen-
dence of the Supervisory Board. As a rule, the volume of work
and the liability risk of Supervisory Board members are not
in direct proportion to the company ’s business success or
earnings situation. On the contrary, it is precisely in difficult
times – when a variable compensation may actually de-
crease – that the monitoring and consulting functions of the
Supervisory Board members are particularly in demand. For
this reason, the elimination of a performance-related com-
pensation for members of the Supervisory Board is supported
by a number of parties to the current corporate governance
discussion and is more in line with international best practice
in this area.
Since making its last Declaration of Conformity dated Decem-
ber 7, 2010, Siemens AG has complied with the recommenda-
tions of the Code in the version of May 26, 2010 with the
above-mentioned exception to Section 5.4.6 para. 2 sentence 1
of the Code.
Berlin and Munich, October 1, 2011
Siemens Aktiengesellschaft
The Managing Board The Supervisory Board“
Information on
Corporate Governance Practices
SUGGESTIONS OF THE CODE
Siemens voluntarily complies with the Code’s non-binding
suggestions with the following exceptions:
> Due to the fact that the Supervisory Board compensation
has been changed, so that it now consists exclusively of
fixed compensation, the suggestion in Section 5.4.6 para. 2
sentence 2 of the Code, which provides that the perfor-
mance-related compensation of the members of the Super-
visory Board should also contain components based on the
long-term performance of the enterprise, can no longer be
followed.
> In fiscal 2011, the Supervisory Board decided to appoint
Roland Busch, Klaus Helmrich and Michael Süß to the Man-
aging Board, each for a term of five years, and therefore to
no longer follow the suggestion set out in Section 5.1.2
para. 2 sentence 1 of the Code, according to which the max-
imum possible appointment period of five years should not
be the rule for first-time appointments to a Managing
Board.
The Code can be downloaded from the Internet at:
www.siemens.com/289a.
Further Corporate Governance Practices applied beyond legal
requirements are contained in our so-called Business Conduct
Guidelines.
B. Corporate Governance statement pursuant to
Section 8a of the German Commercial Code (HGB)