Siemens 2012 Annual Report Download - page 112

1 A. To our Shareholders 21 B. Corporate Governance
22 B. Corporate Governance Report
28 B. Corporate Governance statement pursuant to
Section a of the German Commercial Code
(part of the Combined Management Report)
29 B. Compliance Report
31 B. Compensation Report
(part of the Combined Management Report)
44 B. Takeover-relevant information (pursuant to
Sections  para.  and  para.  of the
German Commercial Code) and explanatory report
(part of the Combined Management Report)

Good corporate governance is the basis for our decision-mak-
ing and control processes and comprises responsible, value-
based management and monitoring focused on long-term suc-
cess, goal-oriented and efficient cooperation between our
Managing and Supervisory Boards, respect for the interests of
our shareholders and employees, transparency and responsi-
bility in all our entrepreneurial decisions and an appropriate
risk management system.
Siemens AG fully complies with all recommendations of the
German Corporate Governance Code (Code) in the version of
May , .
The Managing Board and the Supervisory Board of Siemens AG
have discussed compliance with the Code’s recommendations
in detail. Based on their deliberations, the boards have ap-
proved the annual Declaration of Conformity as of October ,
. This document is posted on our website and available on
 .
Siemens voluntarily complies with the Code’s non-binding
suggestions, with the following exception:
> In fiscal , the Supervisory Board decided to appoint Dr.
Roland Busch, Klaus Helmrich and Dr. Michael Süß to the
Managing Board, each for a term of five years, and therefore
to no longer follow the suggestion set out in Section ..
para.  sentence  of the Code, according to which the maxi-
mum possible appointment period of five years should not
be the rule for first-time appointments to a managing board.
Our listing on the New York Stock Exchange (NYSE) subjects
us to a number of provisions under U.S. securities laws (in-
cluding the Sarbanes-Oxley Act (SOA) as well as to the rules
and regulations of the U.S. Securities and Exchange Commis-
sion (SEC) and the NYSE. To facilitate our compliance with the
SOA, we have, among other things, a Disclosure Committee in
place, comprising the heads of a number of our Corporate
Units. This committee is responsible for reviewing certain fi-
nancial and non-financial information and advising our Man-
aging Board in its decisions regarding disclosure. We also have
procedures in place that require the members of the manage-
ment of our Sectors, Divisions, Financial Services, Cross-Sec-
tor Services, Regional Clusters and certain Corporate Units –
supported by certifications provided by the management of
entities under their direction – to confirm to us the correct-
ness of the financial data that they have reported to Siemens’
corporate headquarters and the effectiveness of the related
control systems. Their confirmation provides a basis for our
CEO and CFO to certify our financial statements to the SEC.
Consistent with the requirements of the SOA, we have proce-
dures for handling accounting complaints in place as well as
a Code of Ethics for Financial Matters. This Code of Ethics for
Financial Matters was last updated in .
.. Management and control structure
...  
Siemens AG is subject to German corporate law. It has a two-
tier board structure, consisting of a Managing Board and a Su-
pervisory Board. As required by the German Codetermination
Act (Mitbestimmungsgesetz), the Company ’s shareholders
and its employees each select one-half of the Super visory
Board’s members. The term of office of the current members of
the Supervisory Board will expire at the close of the Annual
Shareholders’ Meeting .
The Supervisory Board first defined the objectives for its com-
position in fiscal . At its meeting on September , , it
modified these objectives in order to bring them into line with
Section .. of the amended Code of May ,  and reap-
proved them as follows:
> The composition of the Supervisory Board of Siemens AG
shall be such that qualified control and advising for the
Managing Board is ensured. The candidates proposed for
election to the Supervisory Board shall have the expertise,
skills and professional experience necessary to carry out the
functions of a Supervisory Board member in a multinational
company and safeguard the reputation of Siemens in public.
In particular, care shall be taken in regard to the personality,
integrity, commitment, professionalism and independence
of the individuals proposed for election. The goal is to en-
sure that, in the Supervisory Board, as a group, all know-
how and experience is available that is considered essential
in view of Siemens’ activities.
> Taking the Company ’s international orientation into ac-
count, care shall also be taken to ensure that the Super-
visory Board has an adequate number of members with
extensive international experience. The goal for the next
Supervisory Board election in  is to make sure that the
present considerable share of Supervisory Board members
with international background is maintained.
> In its election proposals, the Supervisory Board shall also
pay particular attention to the appropriate participation of
women. Qualified women shall already be included in the
initial process of selecting potential candidates for new elec-
tions or for the filling of Supervisory Board positions that
have become vacant and shall be considered, as appropriate,
in nominations. There are currently four women on our
Supervisory Board. Our goal is, at the minimum, to maintain
.   