Siemens 2012 Annual Report Download - page 118

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)

The Corporate Governance statement pursuant to Section 289a
of the German Commercial Code (Handelsgesetzbuch) is an
integral part of
the Combined Management Report. In accor-
dance with Section 317 para. 2 sentence 3 of the German Com-
mercial Code, the disclosures
made within the scope of Section
289a of the German Commercial Code are not subject to the
audit by the auditors.
   
    
The Managing Board and the Supervisory Board of Siemens AG
approved the following Declaration of Conformity pursuant to
Section 161 of the German Stock Corporation Act as of October
1, 2012:
“Declaration of Conformity by the Managing Board and the
Supervisory Board of Siemens Aktiengesellschaft with the
German Corporate Governance Code
Siemens AG fully complies and will continue to comply with
the recommendations of the German Corporate Governance
Code (‘Code’) in the version of May 15, 2012, published by the
Federal Ministry of Justice in the official section of the elec-
tronic Federal Gazette (‘elektronischer Bundesanzeiger’).
Since making its last Declaration of Conformity dated October 1,
2011, Siemens AG has complied with the recommendations of
the Code in the prior version of May 26, 2010, with the exception
stated and explained therein (that, contrary to the provisions of
Section 5.4.6 para. 2 sentence 1 of the Code in the prior version
of May 26, 2010, the rules for the compensation of the Super-
visory Board members contain no performance-related compen-
sation components since, in our view, a purely fixed compensa-
tion reinforces the independence of the Supervisory Board). The
deviation no longer applies, because the recommendation for
performance-related compensation for Supervisory Board mem-
bers is no longer included in the new version of the Code.
Berlin and Munich, October 1, 2012
Siemens Aktiengesellschaft
The Managing Board The Supervisory Board“
 
  
Suggestions of the Code
Siemens voluntarily complies with the Code’s non-binding
suggestions, with the following exception:
In fiscal 2011, 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 5.1.2 para. 2
sentence 1 of the Code, according to which the maximum pos-
sible appointment period of five years should not be the rule
for first-time appointments to a Managing Board.
The Code can be downloaded from the Internet at:
../a.
Further Corporate Governance Practices applied beyond legal
requirements are contained in our Business Conduct Guidelines.
Our Company’s values and
Business Conduct Guidelines
In the 165 years of its existence, our Company has built an ex-
cellent reputation around the world. Technical performance,
innovation, quality reliability, and international engagement
have made Siemens one of the leading companies in electron-
ics and electrical engineering. It is top performance with the
highest ethics that has made Siemens strong. This is what the
Company should continue to stand for in the future.
The Business Conduct Guidelines provide the ethical and legal
framework within which we want to maintain successful activi-
ties. They contain the basic principles and rules for our conduct
within our Company and in relation to our external partners and
the general public. They set out how we meet our ethical and
legal responsibility as a company and give expression to our cor-
porate values of being “Responsible – Excellent – Innovative.”
The Business Conduct Guidelines can be downloaded from the
Internet on: ../a.
    ,
  ,  
    
The composition of the committees of the Managing and Super-
visory Boards is given under chapter .  
     -, respectively of the An-
nual Report, as is a description of the composition of the Man-
aging Board and the Supervisory Board. The compositions can
be accessed via the Internet on: ../a.
A general description of the functions and operation of the
Managing Board and the Supervisory Board can be found under
the heading “Management and control structure” under chap-
ter
..      - and
on: ../a. Further details regarding the
operation of the Managing and Supervisory Boards can be de-
rived from the description of the committees as well as from
the bylaws for the corporate bodies concerned. These docu-
ments can be found at: ../a.
.     
 a     