Siemens 2012 Annual Report Download - page 115

49 C. Combined Management Report 239 E. Additional Information 135 D. Consolidated Financial Statements

approval and have a value of less than € million. The Fi-
nance and Investment Committee also exercises the right of
the Supervisory Board pursuant to Section  of the German
Codetermination Act to make decisions regarding the exercise
of ownership rights resulting from interests in other compa-
nies. Section  para  sentence  of the German Codetermina-
tion Act stipulates that decisions made by the Finance and In-
vestment Committee require only the votes of the shareholder
representatives.
The composition of the Supervisory Board and its committees
is presented in chapter .    
   -. Information on the work of this body
is provided in the Report of the Supervisory Board on 
-
. The compensation paid to the members of the
Supervisory Board is explained in the Compensation Report on
 -.
...  
As the Company ’s top management body, the Managing Board
is committed to serving the interests of the Company and
achieving sustainable growth in Company value. The mem-
bers of the Managing Board are jointly responsible for the
entire management of the Company and decide on the basic
issues of business policy and corporate strategy as well as on
the Company ’s annual and multi-year plans.
The Managing Board prepares the Company ’s quarterly and
half-yearly reports, the Annual Financial Statements of
Siemens AG and the Consolidated Financial Statements of
Siemens worldwide. In addition, the Managing Board must en-
sure that the Company adheres to the statutory provisions, of-
ficial regulations and internal Company policies (compliance)
and works to achieve compliance with these provisions and
policies within the Siemens group. Further comprehensive in-
formation on the compliance program and related activities in
fiscal  is available on  - (Compliance Report)
and  -. The Managing Board and the Supervisory
Board cooperate closely for the benefit of the Company. The
Managing Board informs the Supervisory Board regularly, com-
prehensively and without delay on all issues of importance to
the Company with regard to strategy, planning, business de-
velopment, financial position, earnings, compliance and risks.
When filling managerial positions at the Company, the Manag-
ing Board takes diversity into consideration and, in particular,
aims for an appropriate consideration of women.
The Bylaws for the Managing Board provide for the establish-
ment of committees to deal with specific tasks. Currently, there
is one Managing Board committee, the Equity and Employee
Stock Committee. This committee comprises three members of
the Managing Board and oversees the utilization of authorized
capital in connection with the issuance of employee stock and
the implementation of certain capital measures. It also deter-
mines the scope and conditions of the share-based compensa-
tion components and / or programs for employees and manag-
ers (with the exception of the Managing Board).
The composition of the Managing Board and its committee is
presented in chapter .    
   - of this Annual Report. Information on
the compensation paid to the members of the Managing Board
is provided in the Compensation Report on  -.
...  
As of October , , the Managing Board’s current members
held a total of , (: ,) Siemens shares repre-
senting . (: .)% of the capital stock of Siemens AG,
which totaled ,, (: ,,) shares.
As of the same day, the Supervisory Board’s current members
of the Supervisory Board held Siemens shares representing
less than . (: less than .)% of the capital stock of
Siemens AG, which totaled ,, (: ,,)
shares. These figures do not include the ,, (:
,,) shares, or . (: .)% of the capital stock of
Siemens AG, which totaled ,, (: ,,)
shares, over which the von Siemens-Vermögensverwaltung
GmbH (vSV), a German limited liability company, has voting
control under powers of attorney based on an agreement
between – among others – members of the Siemens family,
including Gerd von Brandenstein, and vSV. These shares
are voted together by vSV based on proposals by the family
partnership established by the Siemens family or by one of its
committees. Gerd von Brandenstein is the current chairman
of the executive committee and has a deciding vote in cases
of deadlock.
.. Purchase or sale
of the Company ’s shares
Pursuant to §a of the German Securities Trading Act (WpHG),
members of the Managing Board and the Supervisory Board
are legally required to disclose the purchase or sale of shares
of Siemens AG or of financial instruments based thereon if the
total value of such transactions entered into by a board mem-
ber or any closely associated person reaches or exceeds €,
in any calendar year. All transactions reported to Siemens AG
in accordance with this requirement have been duly published
and can be found on the Company ’s website
../-