Siemens 2012 Annual Report Download - page 116

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)

.. Shareholder relations
Siemens AG reports to shareholders on its business develop-
ment, financial position and earnings on a regular basis four
times a year. An ordinary Annual Shareholders’ Meeting, at
which we also report on business development, normally
takes place within the first four months of each fiscal year. The
Managing Board facilitates shareholder participation in this
meeting through electronic communications – in particular
the Internet – and enables shareholders who are unable to at-
tend the meeting to vote by proxy. Furthermore, shareholders
may exercise their right to vote in writing or by means of elec-
tronic communications (voting by mail). The Managing Board
may enable shareholders to participate in the Annual Share-
holders’ Meeting without the need to be present at the venue
and without a proxy and to exercise some or all of their rights
fully or partially by means of electronic communications. The
reports, documents and information required by law, includ-
ing the Annual Report, may be downloaded from our website.
The same applies to the agenda for the Annual Shareholders’
Meeting and to possible counterproposals or shareholders’
nominations, if any, that are required to be disclosed.
The Annual Shareholders’ Meeting decides, among other
things, on the appropriation of net income, the ratification of
the acts of the Managing and Supervisory Boards, and the ap-
pointment of the independent auditors. Amendments to the
Articles of Association and measures that change the Compa-
ny ’s capital stock are approved at the Annual Shareholders’
Meeting and are implemented by the Managing Board. Share-
holders may submit proposals regarding the proposals of the
Managing and Supervisory Boards and may contest decisions
of the Annual Shareholders’ Meeting. Shareholders owning
Siemens stock with an aggregate notional value of €, or
more may also demand the appointment of special auditors to
examine specific issues.
As part of our investor relations activities, we inform our inves-
tors comprehensively about developments within the Company.
For communication purposes, Siemens makes extensive use
of the Internet. We publish quarterly, half-yearly and annual
reports, earnings releases, ad hoc announcements, analyst pre-
sentations and press releases as well as the financial calendar
for the current year, which contains the publication dates of
significant financial communications and the date of the Annu-
al Shareholders’ Meeting, at
../.
Details of our investor relations activities are provided on
  of this Annual Report.
...   
Our Articles of Association, the Bylaws for the Supervisory
Board and for its most important committees, the Bylaws for
the Managing Board, all our Declarations of Conformity with
the Code and a variety of other corporate-governance-related
documents are posted on our website at ../
-
.. Significant differences between
Siemens’ corporate governance and
NYSE Corporate Governance Standards
Companies listed on the NYSE are subject to the Corporate
Governance Standards of Section A (NYSE Standards) of
the NYSE Listed Company Manual. Under the NYSE Standards,
Siemens AG, as a foreign private issuer, is permitted to follow
its home-country corporate governance practices in lieu of the
NYSE Standards, except that it must comply with the NYSE
Standards in having an audit committee whose members are
independent within the meaning of the SOA as well as with
certain NYSE notification obligations. In addition, the NYSE
Standards require that foreign private issuers disclose any sig-
nificant differences between their own corporate governance
practices and those that the NYSE Standards require of U.S. do-
mestic companies.
As a company incorporated in Germany, Siemens AG must
comply in the first instance with the German Stock Corpora-
tion Act and the German Codetermination Act and voluntarily
follows the recommendations of the German Corporate Gov-
ernance Code as set out on
 - above. Further-
more, Siemens complies with all binding rules and regula-
tions of the markets on which its securities are listed, such as
the NYSE, and also voluntarily complies with many of the
NYSE requirements that by their terms apply only to U.S. do-
mestic issuers.
The significant differences between our governance practices
and those of domestic U.S. NYSE issuers are as follows:
... -  
The German Stock Corporation Act requires Siemens AG to
have a two-tier board structure, consisting of a Managing
Board and a Supervisory Board. The two-tier structure is char-
acterized by a strict separation of management and supervi-
sion. The roles and responsibilities of each of the two boards
are clearly defined by law. The composition of the Supervisory