Siemens 2015 Annual Report Download - page 133

Additional Information 
Board decisions – such as those regarding major acquisitions,
divestments, fixed asset investments and financial measures –
require Supervisory Board approval, unless the Bylaws for the
Supervisory Board specify that such authority be delegated to
the Innovation and Finance Committee of the Supervisory
Board. In the Bylaws for the Managing Board, the Supervisory
Board has established the rules that govern the Managing
Board’s work.
The Supervisory Board has seven committees, whose duties,
responsibilities and procedures fulfill the requirements of the
German Stock Corporation Act (Aktiengesetz) and the Code.
The chairmen of these committees provide the Supervisory
Board with regular reports on their committees’ activities.
The Chairman’s Committee makes proposals, in particular,
regarding the appointment and dismissal of Managing Board
members and handles contracts with members of the Manag-
ing Board. When making recommendations for first-time ap-
pointments, it takes into account that the terms of these ap-
pointments shall not, as a rule, exceed three years. In preparing
recommendations on the appointment of Managing Board
members, the Chairman’s Committee takes into account the
candidates’ professional qualifications, international experi-
ence and leadership qualities, the age limit specified for Man-
aging Board members, the Managing Board’s long-range plans
for succession as well as its diversity. It also takes into account
the targets for the proportion of women on the Managing
Board specified by the Supervisory Board. The Chairman’s Com-
mittee concerns itself with questions regarding the Company’s
corporate governance and prepares the resolutions to be ap-
proved by the Supervisory Board regarding the Declaration of
Conformity with the Code ‒ including the explanation of devia-
tions from the Code ‒ and regarding the approval of the Corpo-
rate Governance Report as well as the Report of the Super visory
Board to the Annual Shareholders’ Meeting. Furthermore, the
Chairman’s Committee submits recommendations to the
Supervisory Board regarding the composition of the Super-
visory Board committees and decides whether to approve
contracts and business transactions with Managing Board
members and parties related to them.
As of September 30, 2015, the Chairman’s Committee comprised
Dr. Gerhard Cromme (chairman), Jürgen Kerner, Birgit Stein-
born and Werner Wenning.
The Compensation Committee prepares, in particular, the
proposals for decisions by the Supervisory Board’s plenary meet-
ings regarding the system of Managing Board compensation,
including the implementation of this system in Managing Board
contracts, the definition of the targets for variable Managing
Board compensation, the determination and review of the
appropriateness of the total compensation of individual
Managing Board members and the approval of the annual
Compensation Report.
As of September 30, 2015, the Compensation Committee com-
prised Werner Wenning (chairman), Dr. Gerhard Cromme,
Michael Diekmann, Robert Kensbock, Jürgen Kerner and Birgit
Steinborn.
The Audit Committee oversees, in particular, the accounting
process and conducts a preliminary review of the Annual Fi-
nancial Statements of Siemens AG, the Consolidated Financial
Statements of the Siemens Group and the Combined Manage-
ment Report. On the basis of the independent auditors’ report
on their audit of the annual financial statements, the Audit
Committee makes, after its preliminary review, recommenda-
tions regarding Supervisory Board approval of the Annual Fi-
nancial Statements of Siemens AG and the Consolidated Finan-
cial Statements of the Siemens Group. In addition to the work
performed by the independent auditors, the Audit Committee
discusses the Company’s interim reports, which are prepared
by the Managing Board, as well as the report on the auditors’
review of interim reports. It concerns itself with the Company’s
risk monitoring system and oversees the effectiveness of the
internal control system as this relates, in particular, to financial
reporting, the risk management system and the internal audit
system. The Audit Committee receives regular reports from the
Internal Audit Department. It prepares the Supervisory Board’s
recommendation to the Annual Shareholders’ Meeting con-
cerning the election of the independent auditors and submits
the corresponding proposal to the Supervisory Board. It awards
the audit contract to the independent auditors elected by the
Annual Shareholders’ Meeting and monitors the independent
audit of the financial statements – including, in particular, the
auditors’ independence, professional expertise and services.
As of September 30, 2015, the Audit Committee comprised
Dr. Hans Michael Gaul (chairman), Dr. Gerhard Cromme, Bettina
Haller, Robert Kensbock, Jürgen Kerner, Dr. Nicola Leibin-
ger-Kammüller, Jim Hagemann Snabe and Birgit Steinborn.
According to the German Stock Corporation Act, the Audit
Committee must include at least one independent Supervisory
Board member with knowledge and experience in the applica-
tion of accounting principles or the auditing of financial state-
ments. The Chairman of the Audit Committee, Dr. Hans
Michael Gaul, fulfills these statutory requirements.
The Compliance Committee concerns itself, in particular, with
monitoring the Company’s adherence to statutory provisions,
official regulations and internal Company policies.