Siemens 2014 Annual Report Download - page 137

171 C. Combined Management Report 247 D. Consolidated Financial Statements 337 E. Additional Information

B... MANAGING BOARD
As the Company’s top management body, the Managing Board
is committed to serving the interests of the Company and
achieving sustainable growth in Company value. The members
of the Managing Board are jointly responsible for the entire
management of the Company and decide on the basic issues
of business policy and corporate strategy as well as on the
Company’s annual and multi-year plans.
The Managing Board prepares the Company’s quarterly finan-
cial statements and the half-year financial reports, the Annual
Financial Statements of Siemens AG, the Consolidated Finan-
cial Statements of the Siemens Group and the Combined Man-
agement Report of Siemens AG and the Siemens Group. In
addition, the Managing Board must ensure that the Company
adheres to statutory provisions, official regulations and internal
Company policies (compliance) and works to achieve compli-
ance with these provisions and policies within the Siemens
Group. Further comprehensive information on the compliance
program and related activities in fiscal  is presented
in chapter B. COMPLIANCE REPORT on pages  -  of this
Annual Report. The Managing Board and the Supervisory Board
cooperate closely for the benefit of the Company. The Manag-
ing Board informs the Supervisory Board regularly, comprehen-
sively and without delay on all issues of importance to the
Company with regard to strategy, planning, business develop-
ment, financial position, earnings, compliance and risks. When
filling managerial positions at the Company, the Managing
Board takes diversity into consideration and, in particular, aims
for an appropriate consideration of women and internationality.
Currently, there is one Managing Board committee, the Equity
and Employee Stock Committee. This committee comprises
three members of the Managing Board and oversees, in particu-
lar, the utilization of authorized capital in connection with the
issuance of employee stock and the implementation of certain
capital measures. It also determines the scope and conditions
of the share-based compensation components and / or pro-
grams for employees and managers (with the exception of the
Managing Board).
The composition of the Managing Board and its committee is
presented in chapter D. SUPERVISORY BOARD AND MANAGING
BOARD on pages  -  of this Annual Report. Information on
the compensation paid to the members of the Managing Board
is provided in the B. COMPENSATION REPORT on pages  - .
B.. Share ownership and share
transactions by members of the
Managing and Supervisory Boards
As of September , , the Managing Board’s current mem-
bers held a total of , (: ,) Siemens shares
representing . % (: . %) of the capital stock of
Siemens AG, which totaled ,, shares.
As of the same day, the Supervisory Board’s current members
held Siemens shares representing less than . % (: less
than . %) of the capital stock of Siemens AG, which totaled
,, shares. These figures do not include the ,,
(: ,,) shares or . % (: . %) of the capital
stock of Siemens AG, which totaled ,, shares, over
which the von Siemens-Vermögensverwaltung GmbH (vSV),
a German limited liability company, has voting control under
powers of attorney based on an agreement between – among
others – members of the Siemens family, including Gerd von
Brandenstein, and vSV. These shares are voted together by vSV
based on proposals made by a family partnership established
by the Siemens family or by one of its committees. Gerd von
Brandenstein is the chairman of the executive committee and
has a deciding vote in cases of deadlock.
Pursuant to Section a of the German Securities Trading Act
(Wertpapierhandelsgesetz), 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 instru-
ments based thereon if the total value of such transactions en-
tered into by a board member or any closely associated person
reaches or exceeds € , in any calendar year. All transac-
tions reported to Siemens AG in accordance with this require-
ment have been duly published and are available on the
Company’s website WWW.SIEMENS.COM/DIRECTORS-DEALINGS.
B.. 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 unappropriated net income, the ratifica-
tion 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