Siemens 2013 Annual Report Download - page 123

155 C. Combined Management Report 253 D. Consolidated Financial Statements 357 E. Additional Information

The Mediation Committee, which comprises the Chairman of
the Supervisory Board, the First Deputy Chairman (who is elect-
ed in accordance with the German Codetermination Act), one
of the Supervisory Board’s shareholder representatives and one
of the Supervisory Board’s employee representatives, submits
proposals to the Supervisory Board in the event that the Super-
visory Board cannot reach the two-thirds majority required for
the appointment or dismissal of a Managing Board member.
The Finance and Investment Committee
 comprises the
Chairman of the Supervisory Board, three of the Supervisory
Board’s shareholder representatives and four of the Superviso-
ry Board’s employee representatives. Based on the Company ’s
overall strategy, which is the focus of an annual strategy meet-
ing of the Supervisory Board, the Committee prepares the dis-
cussions and resolutions of the Supervisory Board regarding
questions relating to the Company ’s financial situation and
structure as well as its fixed asset and financial investments.
In addition, the Finance and Investment Committee has been
authorized by the Supervisory Board to decide on the approval
of transactions and measures that require Supervisory Board
approval and have a value of less than €600 million.
The composition of the Supervisory Board and its committees
is presented in chapter D. SUPERVISORY BOARD AND MANAGING
BOARD on pages 348-351 of this Annual Report. Information on
the work of this body is provided in the A. REPORT OF THE
SUPERVISORY BOARD on pages 102-110. The compensation paid to
the members of the Supervisory Board is explained in chapter
B. COMPENSATION REPORT on pages 146-147.
B... MANAGING BOARD
As the Company ’s top management body, the Managing Board
is committed to serving the interests of the Company and
achieving sustainable growth in Company value. The members
of the Managing Board are jointly responsible for the entire
management of the Company and decide on the basic issues
of business policy and corporate strategy as well as on the
Company ’s annual and multi-year plans.
The Managing Board prepares the Company ’s quarterly and
half-yearly reports, the Stand-Alone Financial Statements of
Siemens AG and the Consolidated Financial State
ments of
Siemens Group. In addition, the Managing Board must
ensure
that the Company adheres to statutory provisions,
official reg-
ulations and internal Company policies (compliance)
and works
to achieve compliance with these provisions and policies with-
in the Siemens Group. Further comprehensive information on
the compliance program and related activities in fiscal 2013
is presented in chapter B.3 COMPLIANCE REPORT on pages 126-
128 and in chapter C.8.10 COMPLIANCE on pages 224-226 of
this Annual Report. The Managing Board and the Supervisory
Board cooperate closely for the benefit of the Company. The
Managing Board informs the Supervisory Board regularly,
comprehensively and without delay on all issues of
importance to the Company with regard to strategy, plan-
ning, business development, financial position, earnings,
compliance and risks. When filling managerial positions at
the Company, the Managing Board takes diversity into con-
sideration and, in particular, aims for an appropriate consid-
eration of women.
Currently, there is one Managing Board committee, the Equity
and Employee Stock Committee. This committee comprises
three members of the Managing Board and oversees the utili-
zation of authorized capital in connection with the issuance of
employee stock and the implementation of certain capital mea-
sures. It also determines the scope and conditions of the share-
based compensation components and/or programs for employ-
ees and managers (with the exception of the Managing Board).
The composition of the Managing Board and its committee is
presented in chapter
D. SUPERVISORY BOARD AND MANAGING
BOARD on pages
352-354 of this Annual Report. Information on
the compensation paid to the members of the Managing Board
is provided in the B. COMPENSATION REPORT on pages
129-145 .
B... SHARE OWNERSHIP
As of October 13, 2013, the Managing Board’s current members
held a total of 216,560 (2012: 293,808) Siemens shares repre-
senting 0.02 (2012: 0.03)% of the capital stock of Siemens AG,
which totaled 881,000,000 shares.
As of the same day, the Supervisory Board’s current members
held Siemens shares representing less than 0.01 (2012: less
than 0.01)% of the capital stock of Siemens AG, which totaled
881,000,000 shares. These figures do not include the 9,313,438
(2012: 11,454,464) shares, or 1.06 (2012: 1.30)% of the capital
stock of Siemens AG, which totaled 881,000,000 shares, over
which the von Siemens-Vermögensverwaltung GmbH (vSV), a
German limited liability company, has voting control under
powers of attorney based on an agreement between – among
others – members of the Siemens family, including Gerd von
Brandenstein, and vSV. These shares are voted together by
vSV based on proposals by the family partnership established
by the Siemens family or by one of its committees. Gerd von
Brandenstein is the current chairman of the executive commit-
tee and has a deciding vote in cases of deadlock.
1 In November 2013 renamed “Innovation and Finance Committee.”