Siemens 2015 Annual Report Download - page 137

Additional Information 
C.4.2 Corporate Governance statement
pursuant to Section 289a of the German
Commercial Code
The Corporate Governance statement pursuant to Section 289a
of the German Commercial Code (Handelsgesetzbuch) is an in-
tegral part of the Combined Management Report. In accord-
ance with Section 317 para. 2 sentence 3 of the German Com-
mercial Code, the disclosures made within the scope of
Section 289a of the German Commercial Code are not subject
to the audit by the auditors.
C.4.2.1 DECLARATION OF CONFORMITY WITH THE
GERMAN CORPORATE GOVERNANCE CODE
The Managing Board and the Supervisory Board of Siemens AG
approved the following Declaration of Conformity pursuant to
Section 161 of the German Stock Corporation Act as of Octo-
ber 1, 2015:
“ Declaration of Conformity by the Managing Board and the
Supervisory Board of Siemens Aktiengesellschaft with the
German Corporate Governance Code
Siemens AG fully complies and will continue to comply
with the recommendations of the German Corporate
Governance Code (“Code”) in the version of May 5, 2015,
published by the Federal Ministry of Justice in the official
section of the Federal Gazette (“Bundesanzeiger ”).
Since making its last Declaration of Conformity dated Octo-
ber 1, 2014, Siemens AG has complied with the recommen-
dations of the Code in the prior version of June 24, 2014.
Berlin and Munich, October 1, 2015
Siemens Aktiengesellschaft
The Managing Board The Supervisory Board ”
C.4.2.2 INFORMATION ON CORPORATE
GOVERNANCE PRACTICES
Suggestions of the Code
Siemens voluntarily complies with the Code’s non-binding
suggestions, with the following exception:
Pursuant to Section 3.7 para. 3 of the Code, in the case of a
takeover offer, a management board should convene an
extraordinary general meeting at which shareholders dis-
cuss the takeover offer and may decide on corporate actions.
The convening of a shareholders’ meeting – even taking into
account the shortened time limits stipulated in the German
Securities Acquisition and Takeover Act (Wertpapiererwerbs-
und Übernahmegesetz) – is an organizational challenge for
large publicly listed companies. It appears doubtful whether
the associated effort is justified in cases where no relevant
decisions by the shareholders’ meeting are intended. There-
fore, extra ordinary shareholders’ meetings shall be convened
only in appropriate cases.
Further corporate governance practices applied beyond legal
requirements are contained in our Business Conduct Guide-
lines.
Our Company’s values and
Business Conduct Guidelines
In the 168 years of its existence, our Company has built an ex-
cellent reputation around the world. Technical performance,
innovation, quality reliability, and international engagement
have made Siemens one of the leading companies in electron-
ics and electrical engineering. It is top performance with the
highest ethics that has made Siemens strong. This is what the
Company should continue to stand for in the future.
The Business Conduct Guidelines provide the ethical and legal
framework within which we want to maintain our successful
activities. They contain the basic principles and rules for our
conduct within our Company and in relation to our external
partners and the general public. They set out how we meet our
ethical and legal responsibility as a Company and give expres-
sion to our corporate values of being “ Responsible” – “ Excel-
lent ” – “ Innov ative”.
C.4.2.3 OPERATION OF THE MANAGING BOARD
AND THE SUPERVISORY BOARD, AND COMPOSITION
AND OPERATION OF THEIR COMMITTEES
A general description of the functions and operation of the
Managing Board and the Supervisory Board can be found in
chapter C.4.1 MANAGEMENT AND CONTROL STRUCTURE. Further
details can be derived from the bylaws for the corporate bodies
concerned.
This information and these documents, including the Code
and the Business Conduct Guidelines, are available at: WWW.
SIEMENS.COM/289A