Siemens 2012 Annual Report Download - page 105

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were independent in the meaning of Section 5.4.2 of the German Corporate Governance Code. The
Nominating Committee recommended that the Supervisory Board propose to the Annual Shareholders’
Meeting on January 23, 2013 that Dr. Gerhard Cromme, Dr. Josef Ackermann, Gerd von Brandenstein,
Michael Diekmann, Dr. Hans Michael Gaul, Prof. Dr. Peter Gruss and Dr. Nicola Leibinger-Kammüller be
reelected and that Gérard Mestrallet, Güler Sabancı and Werner Wenning be elected for the first time
to serve as shareholder representatives on the Supervisory Board. At an election held on September 25,
2012 in accordance with the provisions of the German Codetermination Act, the following indivi duals
were elected to serve as employee representatives on the Supervisory Board, effective the end of
the Annual Shareholders’ Meeting on January 23, 2013: Berthold Huber, Lothar Adler, Bettina Haller,
Hans-Jürgen Hartung, Robert Kensbock, Harald Kern, Jürgen Kerner, Dr. Rainer Sieg, Birgit Steinborn
and Sibylle Wankel.
Topics at the plenary meetings of the Supervisory Board
Regular topics of discussion at the Supervisory Board’s plenary meetings were revenue, profit and
employment development at Siemens AG, at the Sectors and at Siemens worldwide as well as the
Company ’s financial position, profitability and major investment and divestment projects. The Manag-
ing Board reported to us regularly and comprehensively on Company planning and on the Company ’s
strategic development, business operations and current situation.
At our meeting on November 9, 2011, we discussed the key financial figures for fiscal 2011 and approved
the budget for 2012. We also determined the compensation of Managing Board members for fiscal 2011
on the basis of their achievement of performance-related targets. The appropriateness of this compen-
sation was confirmed by an independent compensation consultant.
At our meeting on November 30, 2011, we primarily discussed the financial statements and the Com-
bined Management Report for Siemens AG and Siemens worldwide as of September 30, 2011 as well as
the agenda for the Annual Shareholders’ Meeting on January 24, 2012. We also discussed the Annual
Report for 2011 – in particular, the “Corporate Governance report” included therein – and established
the targets for Managing Board compensation in fiscal 2012.
At our meeting on January 23, 2012, the Managing Board reported on the Company ’s business and
financial position following the conclusion of the first quarter. We also conducted by-elections for the
Audit Committee and the Finance and Investment Committee.
At our meeting on April 24, 2012, the Managing Board reported on the Company ’s business and finan-
cial position following the conclusion of the second quarter of fiscal 2012. In addition, the Energy
Sector reported on the situation in its business. We also discussed profit protection measures with the
Managing Board.
At our meeting on July 25, 2012, we discussed the Company ’s business and financial position follow-
ing the conclusion of the third quarter and decided to approve the Managing Board’s plan to acquire
Siemens shares in order to retire them, offer them for purchase to employees, members of the govern-
ing bodies of Affiliated Companies and members of the Managing Board and / or use them to service
convertible bonds or warrant bonds. In addition, we concerned ourselves with the new version of the
German Corporate Governance Code of May 15, 2012. The Healthcare Sector also reported on the
situation in its business.