Siemens 2014 Annual Report Download - page 134

108 A. To our Shareholders 131 B. Corporate Governance
132 B. Corporate Governance Report
136 B. Corporate Governance statement pursuant to
Section a of the German Commercial Code
(part of the Combined Management Report)
138 B. Compliance Report
(part of the Combined Management Report)
144 B. Compensation Report
(part of the Combined Management Report)
165 B. Takeover-relevant information (pursuant to
Sections  para.  and  para.  of the
German Commercial Code) and explanatory report
(part of the Combined Management Report)

B.. Declaration of Conformity
pursuant to Section  of the German
Stock Corporation Act
Siemens AG complies with all the currently applicable recom-
mendations of the German Corporate Governance Code (Code)
without exception.
The Managing Board and the Supervisory Board of Siemens AG
have discussed compliance with the Code’s recommendations
in detail. Based on their deliberations, the boards have
approved the annual Declaration of Conformity as of October ,
. The Declaration of Conformity is posted on our website
and presented in chapter B. CORPORATE GOVERNANCE STATE-
MENT PURSUANT TO SECTION A OF THE GERMAN COMMERCIAL CODE
on page  of this Annual Report.
Siemens voluntarily complies with the Code’s non-binding
suggestions, with the following exceptions:
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Pursuant to Section . para.  of the Code, in the case of a
takeover offer, a management board should convene an ex-
traordinary general meeting at which shareholders discuss
the takeover offer and may decide on corporate actions. The
convening of a shareholders’ meeting – even taking into
account the shortened time limits stipulated in the German
Securities Acquisition and Takeover Act (Wertpapiererwerbs-
und Übernahmegesetz) – 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. There-
fore, extraordinary shareholders’ meetings shall be convened
only in appropriate cases.
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Since the Managing Board appointments of , the sugges-
tion in Section .. para.  sentence  of the Code that the
maximum possible appointment period of five years should
not be the rule for first-time appointments to a management
board has not been followed.
B.. Management and control structure
Siemens AG is subject to German corporate law. Therefore, it
has a two-tier board structure, consisting of a Managing Board
and a Supervisory Board.
B... SUPERVISORY BOARD
As required by the German Codetermination Act (Mitbestim-
mungsgesetz), the Company’s shareholders and its employees
each select one-half of the Supervisory Board’s twenty members.
The regular term of office of the members of the Supervisory
Board will expire at the close of the Annual Shareholders’
Meeting in . Jim Hagemann Snabe – who was appointed
by court order until the end of the Annual Shareholders’
Meeting  as successor to Dr. Josef Ackermann, who re-
signed from the Supervisory Board effective September ,
 – was elected a shareholder representative on the
Supervisory Board at the Annual Shareholders’ Meeting on
January , . Michael Sigmund and Olaf Bolduan were
appointed to the Supervisory Board by court order to succeed
the employee representatives Prof. Dr. Rainer Sieg and Lothar
Adler, who resigned from the Supervisory Board effective
February ,  and May , , respectively.
The composition of the Supervisory Board is to be such that its
members as a group have the knowledge, skills and profes-
sional experience necessary to carry out its proper functions.
For this reason, the Supervisory Board approved ‒ taking into
account the Code’s recommendations ‒ concrete objectives for
its composition in fiscal :
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The composition of the Supervisory Board of Siemens AG
shall be such that qualified control and advising for the
Managing Board is ensured. The candidates proposed for
election to the Supervisory Board shall have the expertise,
skills and professional experience necessary to carry out the
functions of a Supervisory Board member in a multinational
company and safeguard the reputation of Siemens in public.
In particular, care shall be taken in regard to the personality,
integrity, commitment, professionalism and independence
of the individuals proposed for election. The goal is to ensure
that, in the Supervisory Board, as a group, all know-how and
experience is available that is considered essential in view of
Siemens’ activities.
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Taking the Company’s international orientation into account,
care shall also be taken to ensure that the Supervisory Board
has an adequate number of members with extensive interna-
tional experience. Our goal is to make sure that the present
considerable share of Supervisory Board members with
extensive international experience is maintained.
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In its election proposals, the Supervisory Board shall also
pay particular attention to the appropriate participation of
women. Qualified women shall already be included in the
initial process of selecting potential candidates for new elec-
tions or for the filling of Supervisory Board positions that
have become vacant and shall be considered, as appropriate,
in nominations. We have meanwhile been able to increase
the number of women on our Supervisory Board to five.
Our goal is to maintain and, if possible, to increase this
number. It is also intended that – as is currently the case – at
the minimum one woman should be a member of the Nomi-
nating Committee.
B. Corporate Governance Report