Siemens 2012 Annual Report Download - page 106

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At our meeting on September 19, 2012, the Managing Board provided us with an overview of the
current state of the Company. On the occasion of the opening of an information and dialogue center
for urban development in London, the Infrastructure & Cities Sector reported on the situation in its
business. In addition, the Regional Company reported on business development in the UK. We were
also provided with an overview of the activities of Siemens Corporate Technology and approved the
acquisition of LMS International NV, Leuven (Belgium). LMS International NV is a leading provider of
industry software for the testing and mechatronic simulation of complex products.
Corporate Governance Code
The Supervisory Board concerned itself with the provisions of and amendments to the German Corpo-
rate Governance Code. At our meeting on July 25, 2012, we discussed the amendments to the German
Corporate Governance Code contained in the new version of May 15, 2012. At our subsequent meeting
on September 19, 2012, the Bylaws for the Supervisory Board were amended to take into account the
requirements of the new version of the Code. In addition, we adjusted the concrete goals for the Super-
visory Board’s composition – which are set out in chapter .   ,  -
below – in order to take those requirements into account and determined that, in our estimation, the
Super visory Board had an appropriate number of independent members. Information on corporate
governance at the Company and a detailed report on the level and structure of the compensation paid
to the members of the Supervisory and Managing Boards is provided in chapter . 
,  - below. At their meetings on September 10 and 19, 2012, respectively, the Managing
Board and the Supervisory Board approved the issuance of an unqualified Declaration of Confor mity
pursuant to Section 161 of the German Stock Corporation Act (Aktiengesetz), stating that the Company
complies with all the recommendations of the German Corporate Governance Code in the version of
May 15, 2012 and will continue to do so in the future. The exception mentioned in the Declaration of
Conformity of October 1, 2011 – namely, that the current compensation rules for the Supervisory Board
do not stipulate a per formance-related compensation component – no longer applies since the new
version of the Code no longer includes a recommendation regarding the performance-related compen-
sation of supervisory board members. Siemens’ Declaration of Conformity with the German Corporate
Governance Code is permanently available to shareholders on the Company ’s website.
Detailed discussion of the financial statements
Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft audited the Annual Financial Statements of
Siemens AG, the Consolidated Financial Statements of Siemens worldwide and the Combined Man age-
ment Report for Siemens AG and Siemens worldwide for the fiscal year ended September 30, 2012 in
accordance with the requirements of the German Commercial Code (HGB) and approved them without
reservation. The Annual Financial Statements of Siemens AG and the Combined Management Report
for Siemens AG and Siemens worldwide were prepared in accordance with the requirements of German
commercial law. The Consolidated Financial Statements of Siemens worldwide were prepared in
accordance with the International Financial Reporting Standards (IFRS), as adopted by the European
Union (EU), and with the additional requirements set out in Section 315a (1) of the German Commercial
Code (HGB). The financial statements also comply with the IFRS, as issued by the International
Accounting Standards Board (IASB). The independent auditors conducted their audit in accordance
with Section 317 of the HGB and in compliance with the generally accepted German standards for the
audit of financial statements promulgated by the Institut der Wirtschaftsprüfer (IDW) and with the
International Standards on Auditing (ISA). The above-mentioned documents as well as the Managing
Board’s proposal for the appropriation of net income were submitted to us by the Managing Board in a