Siemens 2014 Annual Report Download - page 139

171 C. Combined Management Report 247 D. Consolidated Financial Statements 337 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:
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 con-
vening of a shareholders’ meeting – even taking into account
the shortened time limits stipulated in the German Securities
Acquisition and Takeover Act (Wertpapiererwerbs- und Über-
nahmegesetz) – is an organizational challenge for large pub-
licly listed companies. It appears doubtful whether the associ-
ated effort is justified in cases where no relevant decisions by
the shareholders’ meeting are intended. Therefore, extraordi-
nary shareholders’ meetings shall be convened only in appro-
priate cases.
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.
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 Guidelines.
Our Company’s values
and Business Conduct Guidelines
In the  years of its existence, our Company has built an
excellent reputation around the world. Technical performance,
innovation, quality reliability, and international engagement
have made Siemens one of the leading companies in electron-
ics 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 activi-
ties. 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 cor-
porate 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 Super-
visory Boards is given under chapter D. SUPERVISORY BOARD
AND MANAGING BOARD on pages  - , respectively of the
Annual Report, as is a description of the composition of the
Managing Board and the Supervisory Board. The compositions
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  - 
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.