Siemens 2012 Annual Report Download - page 113

49 C. Combined Management Report 239 E. Additional Information 135 D. Consolidated Financial Statements
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and, if possible, to increase this number at the next Super-
visory Board election in . It is also intended that a woman
join the Nominating Committee following this Supervisory
Board election.
> An adequate number of independent members shall belong
to the Supervisory Board. Material and not only temporary
conflicts of interest, such as organizational functions or ad-
visory capacities with major competitors of the company,
shall be avoided. Under the presumption that the mere exer-
cise of Supervisory Board duties as an employee representa-
tive gives no cause to doubt the compliance with the inde-
pendence criteria pursuant to Section .. of the Code, the
Supervisory Board shall have a minimum of sixteen mem-
bers who are independent in the meaning of the Code. In
any case, the Supervisory Board shall be composed in such a
way that a number of at least six independent shareholder
representatives in the meaning of Section .. of the Code
is achieved. In addition, the Supervisory Board members
shall have sufficient time to be able to devote the necessary
regularity and diligence to their mandate.
> The age limitation established in the Bylaws of the Supervi-
sory Board will be taken into consideration. In addition, no
more than two former members of the Managing Board of
Siemens AG shall belong to the Supervisory Board.
The status of implementation of these objectives can be sum-
marized as follows: On September , , three women were
elected, pursuant to the German Codetermination Act’s provi-
sions regarding the election of employee representatives to a
supervisory board,to serve as employee representatives on
Siemens’ Supervisory Board. Their terms of office will begin at
the close of the Annual Shareholders‘ Meeting on January ,
. In fiscal , the Nominating Committee met six times
in order to prepare the election of the Supervisory Board’s
shareholder representatives by the Annual Shareholders’ Meet-
ing . In proposing candidates to the Supervisory Board,
the Nominating Committee took into account not only the re-
quirements of the German Stock Corporation Act, the Code
and the Bylaws for the Supervisory Board but also the Super-
visory Board’s objectives for its composition. On the basis of
the Nominating Committee’s the Supervisory Board will pro-
pose that the Annual Shareholders’ Meeting  elect as
shareholder representatives on the Supervisory Board several
candidates who are currently engaged in international activi-
ties and/or have many years of international experience. The
candidates will include two women, one of whom is intended
to join the Nominating Committee following the Supervisory
Board election.
Some Supervisory Board members hold – or have held in the
past year – high-ranking positions at other companies with
which Siemens does business. Nevertheless, transactions be-
tween Siemens and such companies are carried out on an
arm’s length basis. We believe that these transactions do not
compromise the independence of the Supervisory Board mem-
bers in question.
The Supervisory Board oversees and advises the Managing
Board in its management of the Company ’s business. At regu-
lar intervals, the Supervisory Board discusses business devel-
opment, planning, strategy and implementation. It reviews
the Annual Financial Statements of Siemens AG, the Consoli-
dated Financial Statements of Siemens worldwide, Manage-
ment Reports of these financial statements and the proposal
for the appropriation of net income. It also discusses Siemens’
quarterly and half-yearly reports and approves the Annual Fi-
nancial Statements of Siemens AG as well as the Consolidated
Financial Statements of Siemens worldwide, taking into ac-
count both the audit reports issued by the independent audi-
tors thereon and the results of the review conducted by the
Audit Committee. In addition, the Supervisory Board concerns
itself with the Company ’s adherence to the statutory provi-
sions, official regulations and internal Company policies (com-
pliance). It also appoints the members of the Managing Board
and determines each member’s duties. Important Managing
Board decisions – such as those regarding major acquisitions,
divestments and financial measures – require Supervisory
Board approval, unless the Bylaws for the Supervisory Board
specify that such authority be delegated to the Finance and In-
vestment Committee of the Supervisory Board. In the Bylaws
for the Managing Board, the Supervisory Board has established
the rules that govern the work of the Managing Board – in par-
ticular, the rules regarding the allocation of duties among indi-
vidual Managing Board members, the matters reserved for the
Managing Board as a whole and the quorum required for Man-
aging Board decisions.
The Supervisory Board currently has six committees whose du-
ties, responsibilities and procedures fulfill the requirements of
the German Stock Corporation Act and the Code, reflect appli-
cable SOA requirements and incorporate applicable NYSE rules
as well as certain NYSE rules, with which Siemens AG com-
plies voluntarily. Each committee’s chairperson provides the
Supervisory Board with regular reports regarding the activities
of his or her committee.
The Chairman’s Committee, which comprises the Chairman
and Deputy Chairmen of the Supervisory Board as well as one
further employee representative elected by the Supervisory
Board, performs the collective tasks of a “nominating, compen-
sation and corporate governance committee” to the extent
that such tasks are not performed by the Nominating Commit-