Siemens 2014 Annual Report Download - page 124

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Corporate Governance Code
We’ve discussed the implementation of the German Corporate Governance Code.
At our meeting on May , , we approved an interim update to our Declaration
of Conformity with the Code, in which a temporary deviation from one of the
Code’s recommendations was explained. This deviation resulted from the fact
that – contrary to Section .., para. , sentence  of the German Corporate Gover-
nance Code – Jim Hagemann Snabe, in his capacity as a member of SAP’s Executive
Board, briefly held supervisory board positions in four external, publicly listed
companies. Jim Hagemann Snabe resigned his position on SAP’s Executive Board,
effective May , . At our meeting on September , , we decided to issue
an unqualified Declaration of Conformity in accordance with Section  of the
German Stock Corporation Act (Aktiengesetz), whereby the Company complies –
and will continue to comply – with the recommendations of the German Corporate
Governance Code. Information on corporate governance at Siemens is available in
chapter B. CORPORATE GOVERNANCE REPORT on pages  -  of this Annual Report.
Our Declarations of Conformity have been made permanently available to our
shareholders on our website. The current Declaration of Conformity is available in
chapter B. CORPORATE GOVERNANCE STATEMENT PURSUANT TO SECTION A OF THE GERMAN
COMMERCIAL CODE on page  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 meetings. The members of the individual Super-
visory Board committees, the number of committee meetings and the number of
committee decisions are set out in chapter D. SUPERVISORY BOARD AND MANAGING
BOARD on pages  -  of this Annual Report.
The Chairman’s Committee met seven times in fiscal . It also made one deci-
sion by written circulation. Between meetings, I discussed topics of major impor-
tance with the members of the Chairman’s Committee. The Committee concerned
itself, in particular, with personnel topics and corporate governance issues – for
example, the preparation of the efficiency review – as well as with the assumption by
Managing Board members of positions at other companies and institutions.
The Nominating Committee met once in fiscal  and made one decision by
written circulation. The members of the Committee concerned themselves with
longer- term succession planning for the Supervisory Board also outside Committee
meetings. In addition, the Nominating Committee prepared recommendations
regarding the candidates to be proposed to the Supervisory Board for a by-election
of shareholder representatives at the Annual Shareholders’ Meeting on January ,
, and was supported in this process by an external personnel consultant.
In searching for and evaluating succession candidates, the Nominating Committee
took into account the requirements of the German Stock Corporation Act,
the German Corporate Governance Code and the Bylaws for the Supervisory Board
B.
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B.
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D.
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