BMW 2003 Annual Report Download - page 54

53
The Board of Management and Supervisory Board
of Bayerische Motoren Werke Aktiengesellschaft
declare the following with respect to the recommen-
dations of the Government Commission on the
German Corporate Governance Code:
As stated in the Declaration of Compliance
dated 3 December 2003, the recommendations pub-
lished in the official section of the electronic Federal
Gazette on 26 November 2002 (Code version dated
7 November 2002) have been complied with, with
the exception of the following divergence which,
however, have not resulted in any specific disclosure:
–The purchase and sale of shares in BMW AG or
derivative instruments relating to shares in BMW AG
by members of the Board of Management and
Supervisory Board are published in accordance with
§15a of the German Securities Trade Act, but are
not additionally disclosed in the Notes to the Group
Financial Statements (section 6.6 GCGC).
The recommendations published in the official
section of the electronic Federal Gazette on 4 July
2003 (Code version dated 21 May 2003) have been
complied with, with the exception of the following
divergences:
–The discussion and regular review of the structure
of the compensation system of the Board of Manage-
ment is performed by the Personnel Committee and
not, additionally, by the Supervisory Board (section
4.2.2 paragraph 1 GCGC).
– The compensation of the members of the Board
of Management is disclosed in the Notes to the Group
Financial Statements subdivided according to fixed
and performance related components, but not by in-
dividual person (section 4.2.4 sentence 2 GCGC).
– The compensation of the members of the Super-
visory Board in the Notes to the Group Financial
Statements is subdivided into its components, but not
by individual person (section 5.4.5 paragraph 3 GCGC ).
– The purchase and sale of shares in BMW AG or
derivative instruments relating to shares in BMW AG
by members of the Board of Management and Su-
pervisory Board are published in accordance with
§15a of the German Securities Trade Act, but are
not additionally disclosed in the Notes to the Group
Financial Statements (section 6.6 paragraph 2 GCGC ).
Munich, 2 December 2003
Bayerische Motoren Werke
Aktiengesellschaft
Supervisory Board Board of Management
Reason for divergences
Section 4.2.2 sentence 1 GCGC:
The Supervisory Board has transferred the discus-
sion and regular review of the structure of the com-
pensation system of the Board of Management to
the Personnel Committee. The Supervisory Board
is informed on a regular basis of the work of the
Committee.
Section 4.2.4 sentence 2 and 5.4.5 paragraph 3
GCGC:
The principles of the compensation of the members
of the Board of Management and Supervisory Board
are made known on the Internet in an easy to under-
stand format and discussed in the Annual Report.
In addition, the total remuneration of the Board of
Management and Supervisory Board, subdivided
into fixed and performance-related components are
disclosed. The Chairman of the Supervisory Board
also reports on these principles and any changes
thereto at the Annual General Meeting.
In the opinion of the BMW Group, this scope of
reporting provides adequate transparency. It enables
the remuneration system to be assessed by com-
parison with other enterprises and on the basis of
the performance of the Group.
Section 6.6 paragraph 2 GCGC (Directors’ Dealings)
The purchase and sale of share in BMW AG by
members of the Board of Management and Super-
visory Board are posted on a timely and up-to-date
basis on the BMW Group website. Each notification
is reported on the Internet for at least 30 days. From
the perspective of the BMW Group, the interests
of shareholders and other stakeholders as required
by §15 of the German Securities Trade Act are met.
A retrospective list showing transactions, which in
an extreme case, could be more than one year old,
does not provide any additional informational value
and does not serve any purpose.
Declaration of the Board of Management and Supervisory Board
of Bayerische Motoren Werke Aktiengesellschaft with respect to the
recommendations of the “Government Commission on the German
Corporate Governance Code” pursuant to § 161 of the German
Commercial Code