Siemens 2013 Annual Report Download - page 127

155 C. Combined Management Report 253 D. Consolidated Financial Statements 357 E. Additional Information

INFORMATION ON
CORPORATE GOVERNANCE PRACTICES
Suggestions of the Code
Siemens voluntarily complies with the Code’s non-binding
suggestions, with the following exceptions:
According to the revised Section . para. , in the case of a
takeover offer, the Management Board should convene an
extraordinary General Meeting at which shareholders discuss
the
takeover offer and may decide on corporate actions (pre-
viously:
only in appropriate cases). The convening of a share-
holders’ meeting – even taking into account the shortened
time limits stipulated in the German Securities Acquisition and
Takeover Act (Wertpapiererwerbs- und Übernahmegesetz,
WpÜG) – is an organizational challenge for large publicly
listed companies. It appears doubtful whether the associated
effort is justified in cases where no relevant decisions by the
shareholders’ meeting are intended. Therefore, extraordinary
shareholders’ meetings shall, as in the past, be convened only
in appropriate cases.
Since the Managing Board appointments made in 2011, the
suggestion in Section 5.1.2 para. 2 sentence 1 of the Code that
the maximum possible appointment period of five years should
not be the rule for first-time appointments to the Management
Board has not been followed.
The Code can be downloaded from the Internet at:
WWW.SIEMENS.COM/A.
Further Corporate Governance Practices applied beyond legal
requirements are contained in our Business Conduct Guide-
lines.
Our Company’s values
and Business Conduct Guidelines
In the 166 years of its existence, our Company has built an ex-
cellent reputation around the world. Technical performance,
innovation, quality reliability, and international engagement
have made Siemens one of the leading companies in electronics
and electrical engineering. It is top performance with the
highest ethics that has made Siemens strong. This is what the
Company should continue to stand for in the future.
The Business Conduct Guidelines provide the ethical and
legal
framework within which we want to maintain successful
activities. They contain the basic principles and rules for our
conduct within our Company and in relation to our external
partners and the general public. They set out how we meet
our ethical and legal responsibility as a company and give
expression to our corporate values of being “Responsible –
Excellent – Innovative.”
The Business Conduct Guidelines can be downloaded from the
Internet on: WWW.SIEMENS.COM/A.
OPERATION OF THE MANAGING BOARD,
THE SUPERVISORY BOARD, AND COMPOSITION
AND OPERATION OF THEIR COMMITTEES
The composition of the committees of the Managing and Su-
pervisory Boards is given under chapter D. SUPERVISORY
BOARD AND MANAGING BOARD on pages 348-354, respectively of
the Annual Report, as is a description of the composition of
the Managing Board and the Supervisory Board. The composi-
tions can be accessed via the Internet on:
WWW.SIEMENS.COM/A.
A general description of the functions and operation of the
Managing Board and the Supervisory Board can be found
under the heading B.. MANAGEMENT AND CONTROL STRUCTURE
under chapter B. CORPORATE GOVERNANCE REPORT on pages 118-
123
and via the Internet on: WWW.SIEMENS.COM/A. Further
details regarding the operation of the Managing Board and
Supervisory Board can be derived from the description of
the committees as well as from the bylaws for the corporate
bodies concerned. These documents can be found at:
WWW.SIEMENS.COM/A.