BMW 2015 Annual Report Download - page 181

181 STATEMENT ON CORPORATE GOVERNANCE
procedural rules stipulated by the German Co-Deter-
mination Act, the Supervisory Board does not have the
right
to nominate employee representatives for elec-
tion. The
objectives which the Supervisory Board has
set itself with regard to its composition are therefore not
intended to be instructions to those entitled to vote or
restrictions on their freedom to vote.
In the Supervisory Board’s opinion, its composition as
at 31 December 2015 fulfilled the composition objec-
tives detailed above. In order to make it easier to assess
actual composition and composition targets, brief
curricula vitae of the current members of the Super-
visory Board are available on the Company’s website at
www.bmwgroup.com. Information relating to mem-
bers’ practised professions and to mandates in other
statutory supervisory boards and equivalent national or
foreign company boards, including the length of their
periods of service on the Supervisory Board, is provided
in the section “Statement on Corporate Governance”.
Judging from this information, it is evident that the
Supervisory Board of BMW AG is extremely diversified,
with significantly more than the targeted four members
having international experience or specialist knowledge
with regard to one or more of the non-German markets
important to the Company. In-depth knowledge and
experience from within the enterprise are provided by
seven employee representatives and the Supervisory
Chairman himself. Only one previous Board of Manage-
ment member holds office in the Supervisory Board.
At least four members of the Supervisory Board have
experience in managing another entity. The Super-
visory
Board also has three entrepreneurs as members.
Most of the members of the Supervisory Board – in-
cluding the employee representatives – have some ex-
perience in supervising another medium-sized or large
company. Moreover, more than three members of the
Supervisory Board have experience and specialist
knowledge in subjects relevant for the future of the
BMW Group, such as customer requirements, mobility,
resources, sustainability and information technology.
For the purpose of assessing the independence of its
members, the Supervisory Board follows the recommen-
dations of the German Corporate Governance Code.
In
the opinion of the Supervisory Board, the fact that a
member has a substantial shareholding in the Com-
pany, or holds office as an employee representative, or
was previously a member of the Board of Manage-
ment, does not rule out that he or she is independent.
A “substantial and not merely temporary conflict of
interests” within the meaning of section 5.4.2 of the
German Corporate Governance Code does not apply
to
any of the Supervisory Board members. Employees
holding office in the Supervisory Board are protected by
law when performing their duties. At any rate, all other
Supervisory Board members have a sufficient degree of
economic independence from the Company. Business
with entities, in which the members of the Supervisory
Board carry out a significant function, is conducted on
an arm’s length basis. Overall, the Supervisory Board
has concluded that all of its members are independent.
At least three members meet the requirements for
being designated as an independent financial expert.
At the end of the reporting period, the Supervisory
Board had six female members (30 %), comprising three
shareholder representatives and three employee repre-
sentatives. The Supervisory Board has 14 male mem-
bers (70 %), comprising seven shareholder representa-
tives and seven employee representatives. The Company
therefore complies with the statutory gender quota of
at least 30 % female members applicable in Germany
with effect from 1 January 2016. The Supervisory Board
does not currently have any members more than 70 years
old. The principles specified by the Supervisory Board
regarding the length of office of its members will be
taken into account in all future proposals for election.
Disclosures pursuant to the Act on Equal Gender
Participation – targets for the proportion of women at
executive management levels I and II
The Act on Equal Participation of Women and Men in
Executive Positions in the Private and the Public Sector
(“Act on Equal Gender Participation”) was passed into
German law in 2015.
Under the new legislation, the Supervisory Board of
BMW AG is required to set a target for the proportion
of women on its Board of Management and a time limit
for meeting this target. Likewise, the Board of Manage-
ment of BMW AG is required to establish targets and
time limits for attaining these targets with respect to
the two executive management levels below the Board
of Management. In each case, the first of these time
limits may be no later than 30 June 2017. Since the Com-
pany’s financial year corresponds to the calendar year,
the Supervisory Board and the Board of Management
have each decided to set 31 December 2016 as the date
of the first time limit for attaining these targets.
As its target for the proportion of women on the Board
of Management by 31 December 2016, the Supervisory
Board has stipulated that the Board of Management
should continue to have at least one female member.
Assuming that the Board of Management continues to