Siemens 2015 Annual Report Download - page 132

Additional Information
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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.
At its meeting on September 23, 2015, the Supervisory Board
adjusted ‒ taking into account the recommendations of the
German Corporate Governance Code (Code) ‒ the concrete ob-
jectives for its composition most recently defined in fiscal 2013
and made the following decisions in this regard:
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The composition of the Supervisory Board of Siemens AG
shall be such that qualified control and advising for the Man-
aging 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 partic-
ular, care shall be taken in regard to the personality, integrity,
commitment, professionalism and independence of the indi-
viduals proposed for election. The goal is to ensure that,
in the Supervisory Board, as a group, all know-how and expe-
rience 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 inter-
national experience. Our goal is to make sure that the pres-
ent 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 close attention to ensuring diversity. In accordance
with the German Law for Equal Participation of Women and
Men in Management Positions in the Private and Public
Sectors, the Supervisory Board is composed of at least 30 per-
cent women and at least 30 percent men. The Nominating
Committee shall continue to include at least one female
member. Qualified women shall be included during the
initial process of selecting potential candidates for new elec-
tions or for the filling of Supervisory Board positions that
have become vacant, and they shall be given appropriate
consideration in nominations.
> An adequate number of independent members shall belong
to the Supervisory Board. Material and not only temporary
conflicts of interest, such as organizational functions or advi-
sory capacities with major competitors of the Company, shall
be avoided. Under the presumption that the mere exercise of
Supervisory Board duties as an employee representative
gives no cause to doubt the compliance with the independ-
ence criteria pursuant to Section 5.4.2 of the Code, the
Supervisory Board shall have a minimum of sixteen members
who are independent in the meaning of the Code. In any
case, the Supervisory Board shall be composed in such a
way that a number of at least six independent shareholder
representatives in the meaning of Section 5.4.2 of the Code
is achieved. In addition, the Supervisory Board members
shall have sufficient time to be able to devote the necessary
regularity and diligence to their mandate.
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The limits on age and length of membership established in
the Bylaws for the Supervisory Board will be taken into con-
sideration. In addition, no more than two former members of
the Managing Board of Siemens AG shall belong to the
Supervisory Board.
These objectives for the Supervisory Board’s composition have
been fully achieved: a considerable number of Supervisory
Board members are currently engaged in international activi-
ties and / or have many years of international experience. Since
the Supervisory Board election in 2015, the Supervisory Board
has had six female members. Dr. Nicola Leibinger-Kammüller is
a member of the Nominating Committee. The Supervisory
Board has an adequate number of independent members. In
the opinion of the Supervisory Board, a minimum of 16 Super-
visory Board members are independent in the meaning of Sec-
tion 5.4.2 of the Code. Some Supervisory Board members
hold – or have held in the past fiscal year – high-ranking posi-
tions at other companies with which Siemens does business.
Transactions between Siemens and such companies are carried
out on an arm’s-length basis. We believe that these transactions
do not compromise the independence of the Supervisory Board
members in question. The regulations establishing limits on
age and limiting membership in the Supervisory Board to three
full terms of office (15 years) are complied with.
The Supervisory Board oversees and advises the Managing
Board in its management of the Company’s business. At regular
intervals, the Supervisory Board discusses business develop-
ment, planning, strategy and strategy implementation. It re-
views the Annual Financial Statements of Siemens AG and the
Consolidated Financial Statements of the Siemens Group, the
Combined Management Report of Siemens AG and the Siemens
Group, and the proposal for the appropriation of net income. It
approves the Annual Financial Statements of Siemens AG as
well as the Consolidated Financial Statements of the Siemens
Group, based on the results of the preliminary review con-
ducted by the Audit Committee and taking into account the re-
ports of the independent auditors. The Supervisory Board de-
cides on the Managing Board’s proposal for the appropriation
of net income and the Report of the Supervisory Board to the
Annual Shareholders’ Meeting. In addition, the Supervisory
Board or the Compliance Committee, which is described in
more detail below, concern themselves with monitoring the
Company’s adherence to statutory provisions, official regu-
lations and internal Company policies (compliance). The Super-
visory Board also appoints the members of the Managing Board
and determines each member’s portfolios. Important Managing