Siemens 2011 Annual Report Download - page 236

6 A. To our shareholders
23 B. Corporate Governance 51 C. Combined management’s discussion and analysis
52 C. Business and operating environment
80 C. Fiscal  – Financial summary
83 C. Results of operations
101 C. Financial position
114 C. Net assets position
117 C. Overall assessment of the economic position
118 C. Report on post-balance sheet date events
119 C. Report on expected developments and
associated material opportunities and risks
135 C. Information required pursuant to Section  ()
and Section  () of the German Commercial
Code (HGB) and explanatory report

C.. Shares with special rights
conferring powers of control
There are no shares with special rights conferring powers of
control.
C.. System of control of any
employee share scheme where
the control rights are not exercised
directly by the employees
Shares of stock issued by Siemens AG to employees under its
employee stock scheme are transferred directly to the em-
ployees. The beneficiary employees who hold shares of em-
ployee stock may exercise their control rights in the same way
as any other shareholder directly in accordance with applica-
ble laws and the Articles of Association.
C.. Legislation and provisions of
the articles of association applicable
to the appointment and removal of
members of the Managing Board and
governing amendment to the articles
of association
The appointment and removal of members of the Managing
Board is subject to the provisions of Sections  and  of the
AktG and Section  of the German Codetermination Act (Mit-
bestimmungsgesetz, MitbestG). According to these provi-
sions, members of the Managing Board are appointed by the
Supervisory Board for a maximum term of five years. They
may be reappointed or have their term of office extended for
one or more terms of up to a maximum of five years each. Pur-
suant to Section  () of the MitbestG, a majority of at least
two thirds of the members of the Supervisory Board is re-
quired to appoint members of the Managing Board. If such
majority is not achieved, the Mediation Committee shall give,
within one month after the first round of voting, a recommen-
dation for the appointments to the Managing Board. The Su-
pervisory Board will then appoint the members of the Manag-
ing Board with the votes of the majority of its members. If
such appointment fails as well, the Chairman of the Super-
visory Board shall have two votes in a new round of voting.
According to § () of the Articles of Association, the Manag-
ing Board is comprised of several members, the number of
which is determined by the Supervisory Board. Pursuant to
Section  of the AktG and § of the Articles of Association,
the Supervisory Board may appoint a President of the Manag-
ing Board as well as a Vice President. If a required member of
the Managing Board has not been appointed, the necessary
appointment shall be made, in urgent cases, by a competent
court upon motion by any party concerned, in accordance
with Section  of the AktG. Pursuant to Section  () of the
AktG, the Supervisory Board may revoke the appointment of
an individual as member of the Managing Board or as Presi-
dent of the Managing Board for good cause.
According to Section  of the AktG, any amendment to the
Articles of Association requires a resolution of the Annual
Shareholders’ Meeting. The authority to adopt purely formal
amendments to the Articles of Association was transferred to
the Supervisory Board under § () of the Articles of Associa-
tion. In addition, by resolution of the Annual Shareholders’
Meetings on January ,  and January , , the Su-
pervisory Board has been authorized to amend § of the Arti-
cles of Association in accordance with the utilization of the
Authorized Capital  and the Authorized Capital , and
after expiration of the then-applicable authorization period.
Resolutions of the Annual Shareholders’ Meeting require a
simple majority vote, unless a greater majority is required by
law. Pursuant to Section  () of the AktG, amendments to
the Articles of Association require a majority of at least three-
fourth of the capital stock represented at the voting round,
unless another capital majority is prescribed by the Articles of
Association.
C.. Powers of the Managing Board
to issue and repurchase shares
The Managing Board is authorized to increase, with the ap-
proval of the Supervisory Board, the capital stock until Janu-
ary ,  by up to €,, through the issuance of
up to ,, registered shares of no par value against
cash contributions and / or contributions in kind (Authorized
Capital ). The Managing Board is authorized to exclude,
with the approval of the Supervisory Board, preemptive rights
of shareholders in the event of capital increases against con-