Siemens 2012 Annual Report Download - page 104

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with a variety of personnel-related topics. The Committee endorsed a decision by the Managing Board
to issue warrant bonds with a value of up to US$ billion and amended the Articles of Associa tion
after
the Company ’s capital stock had been reduced as a result of the Managing Board’s decision to retire
treasury stock that had been acquired as part of a share buyback program.
The Mediation Committee was not required to meet in fiscal .
The Finance and Investment Committee met three times. It also voted on five proposals using
a notional, or written, voting process. The focuses of its meetings included the preparation of the
decision regarding the budget for fiscal , the further development of the Company ’s medium-
term strategy, the Company ’s pension system and the approval of Company investment projects.
The Audit Committee met six 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 Report for Siemens AG and Siemens world-
wide, 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 recommen-
dation 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 auditors for fiscal , to monitoring the audi-
tors’ independence and qualifications as well as the additional services they perform, to determining
their fee and to the audit reviews of the Company ’s quarterly financial reports and the half-year finan-
cial 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 our internal controls, regulatory com pliance and the
integrity of our financial reporting.
The Compliance Committee met five 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
and the annual report submitted by the Chief Compliance Officer and the Chief Counsel Compliance.
The Committee also concerned itself with the preparation of the communications measures to be imple-
mented in connection with the conclusion of the Monitorship.
The Nominating Committee met six times in fiscal  in order to prepare the election of the
Supervisory Board’s shareholder representatives by the Annual Shareholders’ Meeting of Siemens AG
on January , . When preparing the list of candidates to be proposed to the Supervisory Board,
the Nominating Committee took into account the requirements of the German Stock Corporation Act,
the German Corporate Governance Code and the Bylaws for the Supervisory Board as well as the
goals that the Supervisory Board had set for its own composition. The Nominating Committee consid-
ered, in particular, the character, integrity, commitment, professionalism and independence of the
indivi duals recommended for nomination. With a view to the Company ’s international orientation,
the Nominating Committee attached particular importance to ensuring that a sufficient number of
members had extensive international experience. It also endeavored to ensure that the participation
of women was appropriate and that at least six shareholder representatives on the Supervisory Board