Siemens 2013 Annual Report Download - page 121

155 C. Combined Management Report 253 D. Consolidated Financial Statements 357 E. Additional Information
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> In its election proposals, the Supervisory Board shall also pay
particular attention to the appropriate participation of wom-
en. Qualified women shall already be included in the initial
process of selecting potential candidates for new elections or
for the filling of Supervisory Board positions that have become
vacant and shall be considered, as appropriate, in nomina-
tions. We have meanwhile been able to increase the number
of women on our Supervisory Board to five. Our goal is to
maintain
and, if possible, to increase this number. It is also
intended that – as is currently the case – at the minimum one
woman should be a member of the Nominating Committee.
> An adequate number of independent members shall belong
to the Supervisory Board. Material and not only temporary
conflicts of interest, such as organizational functions or ad-
visory capacities with major competitors of the company,
shall be avoided. Under the presumption that the mere exer-
cise of Supervisory Board duties as an employee representa-
tive gives no cause to doubt the compliance with the inde-
pendence criteria pursuant to Section 5.4.2 of the Code, the
Supervisory Board shall have a minimum of sixteen mem-
bers who are independent in the meaning of the Code. In
any case, the Supervisory Board shall be composed in such a
way that a number of at least six independent shareholder
representatives in the meaning of Section 5.4.2 of the Code
is achieved. In addition, the Supervisory Board members
shall have sufficient time to be able to devote the necessary
regularity and diligence to their mandate.
> The age limitation established in the Bylaws for the Super-
visory Board will be taken into consideration. In addition, no
more than two former members of the Managing Board of
Siemens AG shall belong to the Supervisory Board.
The objectives for the Supervisory Board‘s composition that
were approved in the last fiscal year have been taken into ac-
count in the proposals for the election of the Supervisory
Board members and have been fully achieved. The consider-
able share of Supervisory Board members who are currently
engaged in international activities and/or have many years of
international experience has been maintained. The number of
female Supervisory Board members has increased from four to
five. Furthermore, Dr. Nicola Leibinger-Kammüller has been
elected to the Nominating Committee. The Supervisory Board
has an adequate number of independent members. In the
opinion of the Supervisory Board, a minimum of sixteen Super-
visory
Board members are independent in the meaning of Sec-
tion 5.4.2 of the Code. Some Supervisory Board members
hold – or have held in the past year – high-ranking positions at
other companies with which Siemens does business. Never-
theless, transactions between Siemens and such companies
are carried out on an arm’s length basis. We believe that these
transactions do not compromise the independence of the
Supervisory Board members in question.
The Supervisory Board oversees and advises the Managing
Board in its management of the Company ’s business. At regular
intervals, the Supervisory Board discusses business develop-
ment, planning, strategy and implementation. It reviews the
Stand-Alone Financial Statements of Siemens AG, the Consoli-
dated Financial Statements of Siemens Group, Management
Reports on these financial statements and the proposal for the
appropriation of net income. It also discusses Siemens’ quarterly
and half-yearly reports and approves the Stand-Alone Financial
Statements of Siemens AG as well as the Consolidated Financial
Statements of Siemens Group, taking into account both the
reports issued by the independent auditors thereon and the
results of the review conducted by the Audit Committee. In ad-
dition, the Supervisory Board and the Com pliance Committee,
which is described in more detail below, concern themselves
with the Company ’s adherence to statutory pro visions, official
regulations and internal Company policies (compliance). The
Supervisory Board also appoints the members of the Managing
Board and determines each member’s duties. Important Manag-
ing Board decisions – such as those regarding major acquisi-
tions, divestments and financial measures – require Supervisory
Board approval, unless the Bylaws for the Supervisory Board
specify that such authority be delegated to the Finance and In-
vestment Committee of the Supervisory Board. In the Bylaws for
the Managing Board, the Supervisory Board has established
the rules that govern the work of the Managing Board – in
particular, the rules regarding the allo cation of duties among
individual Managing Board members, the matters reserved for
the Managing Board as a whole and the quorum required for
Managing Board decisions.
The Supervisory Board currently has seven committees whose
duties, responsibilities and procedures fulfill the requirements
of the German Stock Corporation Act and the Code, reflect ap-
plicable SOA requirements and incorporate applicable NYSE
rules as well as certain NYSE rules, with which Siemens AG
complies voluntarily. The Chairmen of the committees provide
the Supervisory Board with regular reports on the activities of
the committees.
The Chairman’s Committee, which comprises the Chairman
and Deputy Chairmen of the Supervisory Board as well as one
further employee representative elected by the Supervisory
Board, performs the collective tasks of a “nominating and cor-
porate governance committee” to the extent that such tasks are
not performed by the Nominating Committee and German law
does not require that such tasks be performed by the full Super-
visory
Board. In particular, the Chairman’s Committee makes
proposals regarding the appointment and dismissal of Manag-
ing Board members and handles contracts with members of
the Managing Board. In preparing recommendations on the
appointment of Managing Board members, the Chairman’s