BMW 2004 Annual Report Download - page 116

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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”:
The recommendations published in the official
section of the electronic Federal Gazette on 4 July
2003 (Code version dated 21 May 2003) have been,
and are being, complied with, with the following di-
vergences:
– The discussion and regular review of the struc-
ture of the compensation system of the Board of
Management is performed by the Personnel Com-
mittee 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 individual 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 BMW AG by the
members of the Board of Management and the
Supervisory Board are published in accordance with
§15a of the German Securities Trading Act, but are
not additionally disclosed in the Notes to the Group
Financial Statements (section 6.6 paragraph 2 GCGC).
Munich, 7 December 2004
Bayerische Motoren Werke
Aktiengesellschaft
Supervisory Board Board of Management
Reason for divergences
Section 4.2.2 sentence 1 GCGC:
The Supervisory Board has transferred discussion
and regular review of the structure of the compen-
sation system of the Board of Management to the
Personnel Committee. The Supervisory Board is in-
formed on a regular basis of the work of the Personnel
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 compensation 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 compensation 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 BMW stock by members
of the Board of Management and Supervisory 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 per-
spective of the BMW Group, the interests of share-
holders and other stakeholders as required by §15
of the German Securities Trade Act are met. A retro-
spective list showing transactions, which in an ex-
treme 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 of the 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 German Stock Corporation Act