Siemens 2013 Annual Report Download - page 124

92 A. To our Shareholders 117 B. Corporate Governance
118 B.1 Corporate Governance Report
124 B.2 Corporate Governance statement pursuant to
Section 289a of the German Commercial Code
(part of the Combined Management Report)
126 B.3 Compliance Report
129 B.4 Compensation Report
(part of the Combined Management Report)
148 B.5 Takeover-relevant information (pursuant to
Sections 289 para. 4 and 315 para. 4 of the
German Commercial Code) and explanatory report
(part of the Combined Management Report)
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B.1.2 Purchase or sale
of the Company ’s shares
Pursuant to Section 15a of the German Securities Trading Act
(WpHG), members of the Managing Board and the Supervisory
Board are legally required to disclose the purchase or sale of
shares of Siemens AG or of financial instruments based there-
on if the total value of such transactions entered into by a
board member or any closely associated person reaches or
exceeds €5,000 in any calendar year. All transactions reported
to Siemens AG in accordance with this requirement have been
duly published and can be found on the Company ’s website
WWW.SIEMENS.COM/DIRECTORS-DEALINGS.
B.1.3 Annual Shareholders‘ Meeting
and investor relations
Shareholders exercise their rights in the Annual Shareholders‘
Meeting. An ordinary Annual Shareholders’ Meeting normally
takes place within the first four months of each fiscal year. The
Annual Shareholders’ Meeting decides, among other things, on
the appropriation of the unappropriated net income, the
ratifi-
cation of the acts of the Managing and Supervisory Boards,
and
the appointment of the independent auditors. Amendments to
the Articles of Association and measures that change the Com-
pany ’s capital stock are approved at the Annual Shareholders’
Meeting and are implemented by the Managing Board. The
Managing Board facilitates shareholder participation in this
meeting through electronic communications – in particular, via
the Internet – and enables shareholders who are unable to at-
tend the meeting to vote by proxy. Furthermore, shareholders
may exercise their right to vote in writing or by means of elec-
tronic communications (voting by mail). The Managing Board
may enable shareholders to participate in the Annual Sharehold-
ers’ Meeting without the need to be present at the venue and
without a proxy and to exercise some or all of their
rights fully or
partially by means of electronic communications.
Shareholders
may submit proposals regarding the proposals of the Managing
and Supervisory Boards and may contest decisions of the Annu-
al Shareholders’ Meeting. Shareholders owning Siemens stock
with an aggregate notional value of €100,000 or more may also
demand the judicial appointment of special auditors to examine
specific issues. The reports, documents and information re-
quired by law, including the Annual Report, may be downloaded
from our website. The same applies to the agenda for the
Annual Shareholders’ Meeting and to possible counterproposals
or shareholders’ nominations, if any, that require disclosure.
As part of our investor relations activities, we inform our inves-
tors comprehensively about developments within the Company.
For communication purposes, Siemens makes extensive use of
the Internet. We publish quarterly, half-yearly and annual re-
ports, earnings releases, ad hoc announcements, analyst presen-
tations,
shareholder letters and press releases as well as the
financial calendar for the current year, which contains the pub-
lication
dates of significant financial communications and the
date of the Annual Shareholders’ Meeting, at WWW.SIEMENS.
COM/INVESTORS. Details of our investor relations activities are
provided in chapter A.4 THE SIEMENS SHARE / INVESTOR RELATIONS
on pages 111-114 of this Annual Report.
CORPORATE GOVERNANCE GUIDELINES
Our Articles of Association, the Bylaws for the Supervisory
Board and for its most important committees, the Bylaws for
the Managing Board, all our Declarations of Conformity with
the Code and a variety of other corporate-governance-related
documents are posted on our website at:
WWW.SIEMENS.COM/CORPORATE-GOVERNANCE.
B.1.4 Significant differences between
Siemens’ corporate governance and
NYSE Corporate Governance Standards
Companies listed on the NYSE are subject to the Corporate Gov-
ernance Standards of Section 303A (NYSE Standards) of the NYSE
Listed Company Manual. Under the NYSE Standards, Siemens AG,
as a foreign private issuer, is permitted to follow its home-coun-
try corporate governance practices in lieu of the NYSE Standards,
except that it must comply with the NYSE Standards in having an
audit committee whose members are independent within the
meaning of the SOA as well as with certain NYSE notification ob-
ligations. In addition, the NYSE Standards require that foreign
private issuers disclose any significant differences between their
own corporate governance practices and those that the NYSE
Standards require of U.S. domestic companies.
As a company incorporated in Germany, Siemens AG must
comply in the first instance with the German Stock Corpora-
tion Act and the German Codetermination Act and voluntarily
follows the recommendations of the German Corporate Gover-
nance Code as set out o n pages 118-121 of this Annual Report.
Furthermore, Siemens complies with all binding rules and
regulations of the markets on which its securities are listed,
such as the NYSE, and also voluntarily complies with many of
the NYSE requirements that by their terms apply only to U.S.
domestic issuers.
The significant differences between our governance practices
and those of U.S. domestic NYSE issuers are as follows: