BMW 2004 Annual Report Download - page 113

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112
Corporate Governance 108
Members of the
Supervisory Board 108
Members of the
Board of Management 111
Corporate Governance in
the BMW Group 112
Principles for the compensation
of the Board of Management
and Supervisory Board 113
Declaration of the Board of
Management and of the
Supervisory Board pursuant to
§161 AktG 115
Background
Management and supervisory boards of companies
listed in Germany are required by law (§161 German
Stock Corporation Act) to report once a year whether
the German Corporate Governance Code (in the
relevant version) has been, and is being, complied
with. Companies affected are also required to state
which of the recommendations of the Code have
not been, or are not being, applied.
Corporate governance in the BMW Group
For the BMW Group, corporate governance is an
all-embracing issue which affects all areas of the
enterprise.Transparent reporting and a policy of cor-
porate governance aimed at the interests of stake-
holders are well-established traditions within the
BMW Group. Cooperation between the Board of
Management and the Supervisory Board, in an
atmosphere of commonly shared trust and respon-
sibility, has long been the basis for managing the
affairs of the BMW Group. The underlying corpo-
rate culture at BMW is founded upon the principles
of transparency, placing trust in others and taking
responsibility for one’s own actions.
The Board of Management and Supervisory
Board of Bayerische Motoren Werke Aktienge-
sellschaft believe that the recommendations and
suggestions contained in the German Corporate
Governance Code contribute to an enhancement
of the financial markets in Germany, in particular for
international investors. The implementation of the
Code in Germany has established standards for
corporate governance which address the interests
of shareholders and other stakeholders alike. The
German Corporate Governance Code is especially
suited to achieving this objective.
The Board of Management and Supervisory
Board are in favour of the recommendations and
suggestions contained therein and have developed
a corporate governance code for the BMW Group,
taking account of the specific circumstances of the
BMW Group. The aim is to provide shareholders and
other stakeholders with a comprehensive and stand-
alone document covering the corporate governance
practises applied by the BMW Group.
The Corporate Governance Code of the BMW
Group can be obtained, along with other share-
holder information, such as notifications pursuant
to §15a of the German Trade Securities Act
(Directors’ Dealings) from the BMW Group website.
Interested parties can also find other general in-
formation about the Group, up-to-date analysts’
reports and all financial publications of the Group
at www.bmwgroup.com/ir.
A coordinator responsible for all corporate
governance issues reports directly and on a regular
basis to the Board of Management and Supervisory
Board.
Implementation of the Investors’ Protection
Improvement Act
The Board of Management has set up a working
group to implement the Investors’ Protection Im-
provement Act which came into force on 30 Octo-
ber 2004. The working group is responsible for
ensuring compliance with the related documenta-
tion and disclosure requirements, whereby new
regulations on insider dealing, ad-hoc reports, the
maintenance of an insider list and expanded report-
ing requirements for directors’ dealings are at the
forefront. The Board of Management of BMW AG
decided at early stage to introduce guidelines
relating to organisational structure, allocation of
responsibilities and the involvement of the Board
of Management in the case of significant issues.
Declaration of Compliance issued
The Board of Management and Supervisory Board
of BMW AG issued a Declaration of Compliance, as
required by law (§161 German Stock Corporation
Act), for the first time on 3 December 2002.
At the joint meeting held on 7 December 2004,
the Board of Management and Supervisory Board
of BMW AG issued the Declaration of Compliance
with the German Corporate Governance Code, in
the version applicable since 4 July 2003.
Corporate Governance