Siemens 2015 Annual Report Download - page 128

Additional Information

of women to men on the Managing Board of Siemens AG at at
least its current level until June 30, 2017. This proportion is 2 / 7 (or
28.57 %) of the Board’s members. The Managing Board informed
us about the status of the integration of Dresser-Rand Group Inc.,
which had been acquired, and of the aeroderivative gas turbine
and compressor business acquired from Rolls-Royce. At an execu-
tive session, we discussed the efficiency review of our activities.
CORPORATE GOVERNANCE CODE
At the Supervisory Board meeting of July 29, 2015, we con-
cerned ourselves with the amendments made to the German
Corporate Governance Code in the new version of May 5, 2015.
At the subsequent Supervisory Board meeting, on Septem-
ber 23, 2015, the Supervisory Board established a limit of three
complete terms for length of service (15 years) and adjusted
the concrete targets for its composition, which are specified
in chapter C.4.1 MANAGEMENT AND CONTROL STRUCTURE. We ap-
proved an unqualified Declaration of Conformity in accordance
with Section 161 of the German Stock Corporation Act (Aktien-
gesetz). Information on corporate governance at Siemens is
available in chapter C.4 CORPORATE GOVERNANCE. Our Decla-
ration of Conformity has been made permanently available to
our shareholders on our website. The current Declaration
of Conformity is also available in chapter C.4.2 CORPORATE
GOVERNANCE STATEMENT PURSUANT TO SECTION 289A OF THE GERMAN
COMMERCIAL CODE.
WORK IN THE SUPERVISORY BOARD COMMITTEES
The Supervisory Board has established seven standing commit-
tees, which prepare proposals and issues to be dealt with at the
Board’s plenary meetings. The Supervisory Board’s decision-
making powers have also been delegated to these committees
within the permissible legal framework. The committee chair-
persons report to the Supervisory Board on their committees’
work at the subsequent Board meetings. A list of the members
and a detailed explanation of the tasks of the individual Super-
visory Board committees are contained in chapter C.4.1 MAN-
AGEMENT AND CONTROL STRUCTURE.
The Chairman’s Committee met six times. It also made one
decision by written circulation. Between meetings, I discussed
topics of major importance with the members of the Chair-
man’s Committee. The Committee concerned itself, in particu-
lar, with personnel topics and corporate governance issues as
well as with the assumption by Managing Board members of
positions at other companies and institutions.
The Nominating Committee met twice. It prepared recommen-
dations regarding the candidates to be proposed to the Super-
visory Board for a by-election of shareholder representatives at
the Annual Shareholders’ Meeting on January 27, 2015, and was
supported in this process by an external personnel consultant. In
searching for and evaluating succession candidates, the Nomi-
nating Committee took into account the requirements of the Ger-
man Stock Corporation Act, the German Corporate Governance
Code and the Bylaws for the Supervisory Board as well as the tar-
gets that the Supervisory Board had set for its own composition.
The Compliance Committee met four times. It primarily dis-
cussed the quarterly reports and the annual report submitted
by the Chief Compliance Officer.
The Mediation Committee was not required to meet.
The Compensation Committee met four times. It also made
two decisions by written circulation. The Compensation Com -
mittee prepared, in particular, proposals for the full Supervisory
Board regarding the determination of targets for variable com-
pensation, the determination and review of the appropriate-
ness of Managing Board compensation and the approval of the
Compensation Report.
The Innovation and Finance Committee 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 2015 as well as the preparation and / or
approval of investment and divestment projects. In addition,
the Committee intensively addressed the Company’s innova-
tion focuses. At the Committee meeting on July 29, 2015 –
which all Supervisory Board members were invited to attend –
Prof. Dr. Peter Gruss reported, as the Chairman of the recently
established Siemens Technology & Innovation Council, on its
work for the first time. As a precaution, Jim Hagemann Snabe
abstained from voting on proposals submitted by the Innova-
tion and Finance Committee and the Supervisory Board on
November 4 and 5, 2014, respectively, regarding the sale of the
audiology business since he held minor private investments in
the EQT fund involved in the acquisition.
The Audit Committee met six times. In the presence of the
independent auditors as well as the President and Chief Execu-
tive Officer and the Chief Financial Officer, the Committee dis-
cussed the financial statements and the Combined Manage-
ment 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 indepen-
dent auditors, discussed their audit reviews. The Committee
recommended that the Supervisory Board propose to the An-
nual Shareholders’ Meeting the election of Ernst & Young GmbH
Wirtschaftsprüfungsgesellschaft as the independent auditors.
The Committee appointed the independent auditors for fiscal
2015, defined the audit focal points and determined the audi-
tors’ 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,