Siemens 2015 Annual Report Download - page 134

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Additional Information

As of September 30, 2015, the Compliance Committee com-
prised Dr. Gerhard Cromme (chairman), Dr. Hans Michael Gaul,
Bettina Haller, Harald Kern, Dr. Nicola Leibinger-Kammüller,
Jim Hagemann Snabe, Birgit Steinborn and Sibylle Wankel.
The Nominating Committee is responsible for making recom-
mendations to the Supervisory Board on suitable candidates for
election as shareholder representatives on the Supervisory
Board by the Annual Shareholders’ Meeting. In preparing these
recommendations, the objectives specified by the Supervisory
Board regarding its composition ‒ including, in particular, inde-
pendence and diversity ‒ are to be taken into account as well as
the required knowledge, abilities and professional experience
of the proposed candidates. Attention shall also be paid to an
appropriate participation of women and men in accordance
with the legal requirements relating to the gender quota.
As of September 30, 2015, the Nominating Committee com-
prised Dr. Gerhard Cromme (chairman), Dr. Hans Michael Gaul,
Dr. Leibinger-Kammüller and Werner Wenning.
The Mediation Committee submits proposals to the Supervi-
sory Board in the event that the Supervisory Board cannot
reach the two-thirds majority required for the appointment or
dismissal of a Managing Board member.
As of September 30, 2015, the Mediation Committee comprised
Dr. Gerhard Cromme (chairman), Jürgen Kerner, Birgit Stein-
born and Werner Wenning.
The Innovation and Finance Committee discusses, in partic-
ular, based on the Company’s overall strategy, the Company’s
focuses of innovation and prepares the Supervisory Board’s dis-
cussions and resolutions regarding questions relating to the
Company’s financial situation and structure ‒ including annual
planning (budget) ‒ as well as the Company’s fixed asset in-
vestments and its financial measures. In addition, the Innova-
tion and Finance Committee has been authorized by the Super-
visory Board to decide on the approval of transactions and
measures that require Supervisory Board approval and have a
value of less than € 600 million.
As of September 30, 2015, the Innovation and Finance Commit-
tee comprised Dr. Gerhard Cromme (chairman), Robert Kens-
bock, Harald Kern, Jürgen Kerner, Dr. Norbert Reithofer, Jim
Hagemann Snabe, Birgit Steinborn and Werner Wenning.
Information on the work of the Supervisory Board is provided
in chapter C. REPORT OF THE SUPERVISORY BOARD. The compen-
sation paid to the members of the Supervisory Board is explained
in chapter A.10 COMPENSATION REPORT.
C.4.1.2 MANAGING BOARD
As the Company’s top management body, the Managing Board
is committed to serving the interests of the Company and
achieving sustainable growth in Company value. The members
of the Managing Board are jointly responsible for the entire
management of the Company and decide on the basic issues of
business policy and corporate strategy as well as on the Com-
pany’s annual and multi-year plans.
The Managing Board prepares the Company’s interim reports,
the Annual Financial Statements of Siemens AG, the Consoli-
dated Financial Statements of the Siemens Group and the Com-
bined Management Report of Siemens AG and the Siemens
Group. In addition, the Managing Board must ensure that the
Company adheres to statutory requirements, official regula-
tions and internal Company policies (compliance) and works to
achieve compliance with these provisions and policies within
the Siemens Group. The Managing Board and the Supervisory
Board cooperate closely for the benefit of the Company. The
Managing Board informs the Supervisory Board regularly, com-
prehensively and without delay on all issues of importance to
the Company with regard to strategy, planning, business devel-
opment, financial position, earnings, compliance and risks.
When filling managerial positions at the Company, the Manag-
ing Board takes diversity into consideration and, in particular,
aims for an appropriate consideration of women and inter-
nationality. The Managing Board defines targets for the propor-
tion of women at the two management levels below the
Managing Board.
Currently, there is one Managing Board committee, the Equity
and Employee Stock Committee. This committee oversees, in
particular, the utilization of authorized capital in connection
with the issuance of employee stock and the implementation
of certain capital measures. It also determines the scope and
conditions of the share-based compensation components and /
or programs for employees and managers (with the exception
of the Managing Board). In fiscal 2015, the committee made
seven decisions by notational voting using written circulations.
As of September 30, 2015, the committee comprised Joe Kaeser
(chairman), Janina Kugel and Dr. Ralf P. Thomas.
Information on the compensation paid to the members of the
Managing Board is provided in chapter A.10 COMPENSATION
REPORT.