Siemens 2013 Annual Report Download - page 109


of the Annual Shareholders’ Meeting on January 23, 2013, the Chairman, the First Deputy
Chairman and the Second Deputy Chairman of the Supervisory Board were confirmed in
their positions and the composition of the Supervisory Board committees was determined.
Following the decision by the Annual Shareholders’ Meeting of January 23, 2013 to spin
off OSRAM and the successful completion of a so-called judicial release procedure, the
spinoff was entered in the German Commercial Register.
At our meeting on April 30, 2013, the Managing Board reported on the Company’s busi-
ness and financial position following the conclusion of the second quarter. The report
focused on the status of the Siemens 2014 program and the delivery of Velaro D (ICE) and
Velaro Eurostar high-speed trains. The Industry Sector also reported on its business situa-
tion. In connection with our decision to dissolve the Managing Board area Supply Chain
Management, we adjusted the assignment of responsibilities within the Managing Board
and amended the Bylaws for the Managing Board accordingly.
At an extraordinary meeting on June 30, 2013, we approved the termination of the Nokia
Siemens Networks joint venture as well as the sale of Siemens’ 50% stake in the business
to co-owner Nokia. We received positive feedback from the capital market regarding the
sale of the NSN stake and the successful IPO of OSRAM.
At our meeting on July 31, 2013, we discussed the Company’s business and financial posi-
tion following the conclusion of the third quarter and the progress made in connection
with the Siemens 2014 program. It became clear at this meeting that the target margins
set under the program for 2014 did not appear to be achievable. The same day, the Energy
Sector also provided us with a report on its current business situation. In addition, we
established a Compensation Committee, elected its members and amended the relevant
Bylaws accordingly.
At our meeting on September 18, 2013, we determined the compensation for Joe Kaeser
in his position as President and Chief Executive Officer of Siemens AG. The Healthcare
Sector reported on its current business situation. In addition, we were provided with an
overview of the Company-wide top+ program and discussed the efficiency review of our
activities. However, our primary focus was on the Managing Board’s report on the state of
the Company shortly before the end of fiscal 2013.
Corporate Governance Code
The Supervisory Board concerned itself with the contents of and the amendments to the
German Corporate Governance Code. At our meeting on July 31, 2013, we discussed the
amendments to the German Corporate Governance Code contained in the new version of
May 13, 2013. At our subsequent meeting on September 18, 2013, we adjusted the concrete
goals for the Supervisory Board’s composition – which are set out in B. CORPORATE GOVER-
NANCE REPORT on pages 118-121 of this Annual Report – in light of the Board’s new compo-
sition since January 2013 and determined that, in our estimation, the Supervisory Board
had an appropriate number of independent members. Information on corporate gover-
nance and a detailed report on the level and structure of the compensation paid to the mem-
bers of the Supervisory and Managing Boards is provided in B. CORPORATE GOVERNANCE
REPORT on pages 118-123 and in B. COMPENSATION REPORT on pages 129-147 of this Annual
Report. The issuance of a Declaration of Conformity pursuant to Section 161 of the
German Stock Corporation Act (Aktiengesetz) – stating that the Company complies with
all the recommendations of the German Corporate Governance Code in the version of
B.
SEE PAGES
118-121
B.1
SEE PAGES
118-123
B.4
SEE PAGES
129-147