Siemens 2014 Annual Report Download - page 125

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as well as the goals that the Supervisory Board had set for its own composition,
giving particular consideration to the goal of increasing the number of women on
the Super visory Board if possible and ensuring broad industry and technology
expertise as emphasized by the Supervisory Board in its efficiency review.
The Compliance Committee met five times in fiscal . It discussed the quarterly
reports and the annual report submitted by the Chief Compliance Officer.
The Committee also concerned itself with a review of the circumstances relating to
a pay increase that had been granted to the former Chairman of the Central Works
Council, Lothar Adler, at the beginning of . As a precaution, Mr. Adler did
not participate in the discussions of this matter in order to preclude any appearance
of a conflict of interest. The Compliance Committee recommended that the
Supervisory Board approve the settlement agreement with former Managing Board
member Heinz-Joachim Neubürger and present the agreement to the Annual
Share holders’ Meeting for its approval.
The Mediation Committee was not required to meet in fiscal .
The Compensation Committee met six times in fiscal . The Committee prepared
proposals for the Supervisory Board regarding the implementation of the new
recommendations of the German Corporate Governance Code as well as the simpli-
fication of the Managing Board remuneration system as of fiscal . In addition,
the Compensation Committee prepared, in particular, proposals for the full Super-
visory Board regarding the determination of targets for variable compensation, the
determination and review of the appropriateness of Managing Board compensation
and the approval of the Compensation Report.
The Innovation and Finance Committee (formerly the Finance and Investment
Com mittee) met four times and made one decision by written circulation. The
focuses of its meetings included the Committee’s recommendation regarding the
budget for fiscal  as well as the preparation and / or approval of investment and
divestment projects. In addition, the Committee intensively addressed the Company’s
innovation focuses.
The Audit Committee met six times in fiscal . In the presence of the indepen-
dent auditors as well as the President and Chief Executive Officer and the Chief
Financial Officer, the Committee discussed the financial statements and the Com-
bined Management Report for Siemens AG and the Siemens Group. In addition,
the Audit Committee addressed the half-year and quarterly financial reports and,
in the presence of the independent auditors, discussed their audit reviews. The
Committee recommended that the Supervisory Board propose to the Annual Share-
holders’ Meeting the election of Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft
as the independent auditors. The Committee appointed the independent auditors
for fiscal , defined the audit focal points and determined the auditors’ fee.
The Committee monitored the independence and qualifications of the independent
auditors. Furthermore, the Audit Committee dealt with the Company ’s financial
reporting and risk management systems and with the effectiveness, resources
and findings of the internal audit as well as with reports concerning potential
and pending legal disputes.