Siemens 2013 Annual Report Download - page 110

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May 13, 2013 and will continue to do so in the future – was approved by the Supervisory
Board at its meeting on September 18, 2013 and by the Managing Board in a decision
of September 20, 2013. Details regarding the recommendations in Section 4.2.3 para. 2
sentence 6 and Section 4.2.3 para. 4 sentence 1 of the Code have been explained in the
Declaration of Conformity. Siemens’ Declaration of Conformity with the German Corporate
Governance Code is permanently available to shareholders on the Company’s website
and is set out in B.2 CORPORATE GOVERNANCE STATEMENT PURSUANT TO SECTION 289A OF THE GERMAN
COMMERCIAL CODE on page 124 of this Annual Report.
Work in the Supervisory Board committees
To ensure the efficiency of its work, the Supervisory Board has established seven standing
committees, which prepare proposals and issues to be dealt with at the Board’s plenary
meetings. The Supervisory Board’s decision-making powers have also been delegated to
these committees within the permissible legal framework. The committee chairpersons
report to the Supervisory Board on their committees’ work at the subsequent Board meet-
ings. The members of the individual Supervisory Board committees, the number of com-
mittee meetings and the number of committee decisions are set out in D.7 SUPERVISORY
BOARD AND MANAGING BOARD, on pages 348-351 of this Annual Report.
The Chairman’s Committee met nine times in fiscal 2013. In addition, three decisions
were made outside meetings. Between meetings, I discussed topics of particular impor-
tance with the members of the Chairman’s Committee. The Committee dealt with
corporate- governance-related matters, including the preparation of the Declaration of
Conformity with the German Corporate Governance Code, with the assumption by Manag-
ing Board members of positions at other companies and institutions, and with a variety
of personnel-related topics. Prior to the establishment of the Compensation Committee,
the Chairman’s Committee dealt with the preparation of decisions concerning Managing
Board compensation and recommended to the Supervisory Board that a Compensation
Committee be established. The Chairman’s Committee also made a recommendation to
the Supervisory Board regarding the termination of the Nokia Siemens Networks joint
venture.
The Nominating Committee met five times in fiscal 2013. The Committee focused on
preparing the new election of shareholder representatives on the Supervisory Board
at the Annual Shareholders’ Meeting on January 23, 2013 and on preparing the assign-
ment of shareholder representatives to the Supervisory Board’s committees. The
Nominating Committee also dealt with succession planning for the Supervisory Board.
The Compliance Committee met five times in fiscal 2013. Dr. Theo Waigel took part in
the Committee’s meetings until the end of his term of office as Monitor. The Compliance
Committee concerned itself primarily with the quarterly reports and the annual report
submitted by the Chief Compliance Officer and the Chief Counsel Compliance. It also
submitted a recommendation to the Supervisory Board regarding the settlement with
former Managing Board member Dr. Thomas Ganswindt. In November 2013, it was
decided to expand the Committee to include one additional shareholder representative
from the Supervisory Board and one additional employee representative from the
Supervisory Board.
The Mediation Committee was not required to meet in fiscal 2013.
B.2
SEE PAGE 124
D.7
SEE PAGES
348-351