Siemens 2015 Annual Report Download - page 127

Additional Information 
C. Report of the Supervisory Board
Berlin and Munich, December 2, 2015
In fiscal 2015, the Supervisory Board performed, in accordance
with its obligations, the duties assigned to it by law, the
Siemens Articles of Association and the Bylaws for the Super-
visory Board. We regularly advised the Managing Board on the
management of the Company and monitored the Managing
Board’s activities. We were directly involved at an early stage in
all major decisions regarding the Company. In written and oral
reports, the Managing Board regularly provided us with timely
and comprehensive information on Company planning and
business operations as well as on the strategic development
and current state of the Company. On the basis of reports sub-
mitted by the Managing Board, we considered in detail busi-
ness development and all decisions and transactions of major
significance to the Company. Deviations from business plans
were explained to us in detail and intensively discussed. The
Managing Board coordinated the Company’s strategic orienta-
tion with us. The proposals made by the Managing Board were
approved by the Supervisory Board and / or the relevant Super-
visory Board committees after in-depth examination and con-
sultation. In my capacity as Chairman of the Supervisory Board,
I was also in regular contact with the Managing Board and, in
particular, with the President and Chief Executive Officer and
was kept up-to-date on current developments in the Company’s
business situation and on key business transactions.
TOPICS AT THE PLENARY MEETINGS
OF THE SUPERVISORY BOARD
We held a total of six regular plenary meetings in fiscal 2015.
In addition, we made one decision outside meetings. Attend-
ance at Supervisory Board meetings by members was 95 %.
Topics of discussion at our regular plenary meetings were reve-
nue, profit and employment development at Siemens AG, at the
Company’s operating units and at the Siemens Group as well as
the Company’s financial situation and profitability. We also con-
cerned ourselves as required with major investment and divest-
ment projects and with particular risks to the Company.
At our meeting of November 5, 2014, we discussed the Compa-
ny’s key financial figures for fiscal 2014 and approved the budg et
for 2015. On the basis of reported target achievement, we
also defined the compensation of the Managing Board mem-
bers for fiscal 2014. The appropriateness of this compensation
was confirmed by an external review. On the recommendation
of the Compensation Committee, we also approved the targets
for Managing Board compensation for fiscal 2015. On Janu-
ary 27, 2015, the Annual Shareholders’ Meeting approved by a
majority of over 92 % the remuneration system for the Manag-
ing Board members for fiscal 2015. At our meeting on Novem-
ber 5, 2014, the Managing Board also informed us about its
plans regarding the future setup of Siemens’ Healthcare busi-
ness and the implementation of Siemens Vision 2020. At this
meeting, we also approved the sale of the hearing aid business.
On December 3, 2014, we discussed the financial statements
and the Combined Management Report for Siemens AG and
the Siemens Group as of September 30, 2014, and the Annual
Report for 2014, including the Report of the Supervisory Board
and the Corporate Governance Report as well as the agenda for
the Annual Shareholders’ Meeting on January 27, 2015. The
Managing Board reported on the current status of acquisitions
and divestments. We also discussed Siemens’ compliance sys-
tem and enterprise risk management system.
At our meeting of January 26, 2015, the Managing Board
reported to us on the Company’s business and financial posi-
tion following the conclusion of the first quarter. The Super-
visory Board approved the termination by mutual consent of
Prof. Dr. Hermann Requardt’s appointment as a member of the
Managing Board, effective January 31, 2015, as well as the ter-
mination agreement regarding his Managing Board employ-
ment contract. Janina Kugel was appointed a full member of
the Managing Board, effective February 1, 2015. We also ap-
proved a reassignment of responsibilities in the Managing
Board. Ms. Kugel was appointed to succeed Prof. Dr. Siegfried
Russwurm as head of Human Resources and Labor Director.
We transferred to Prof. Dr. Russwurm Board-level responsibility
for the separately managed Healthcare business, whereby he
will retain his regional responsibilities for the Middle East and
the CIS as well as his position as Chief Technology Officer. The
Managing Board also reported at this meeting on the further
development of the Power and Gas Division’s regional setup.
At our meeting of May 6, 2015, the Managing Board reported on
the Company’s business and financial position following the
conclusion of the second quarter as well as on the status of the
implementation of Siemens Vision 2020. We also discussed the
strategic orientation of the Power and Gas Division. In addition,
the Managing Board reported in detail on regional business de-
velopments in China.
At our meeting of July 29, 2015, the Managing Board reported
on the Company’s business and financial position following the
conclusion of the third quarter. We also dealt with the business
situation and strategic orientation of the Building Technologies
Division and of the separately managed Healthcare business.
At the Supervisory Board meeting of September 23, 2015, the
Managing Board reported to us on the state of the Company. In
addition, we extended the Managing Board appointments of
Dr. Roland Busch and Klaus Helmrich, effective April 1, 2016 to
March 31, 2021. As part of our regular review, we adjusted the
amount of Managing Board compensation. The Supervisory Board
also set the gender-quota target of maintaining the proportion