BMW 2005 Annual Report Download - page 131

130
Corporate Governance in the BMW Group
For the BMW Group, corporate governance is an all-
embracing issue which affects all areas of the enter-
prise.Transparent reporting and a policy of corporate
governance aimed at the interests of stakeholders
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 responsibility, has long
been the basis for managing the affairs of the BMW
Group. The underlying corporate culture at BMW is
founded upon the principles of transparency, placing
trust in others and taking responsibility for one’s
own actions.
Declaration of Compliance and the BMW Group
Corporate Governance Code
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 officially published and relevant recommenda-
tions issued by the “German Government Corporate
Governance Code Commission”, as valid at the date
of the declaration, have been, and are being, com-
plied with. Companies affected are also required to
state which of the recommendations of the Code
have not been or are not being applied.
The Board of Management and Supervisory
Board of Bayerische Motoren Werke Aktiengesell-
schaft believe that the recommendations and sug-
gestions contained in the German Corporate Gover-
nance Code (GCGC) contribute to an enhancement
of the financial markets in Germany, in particular
for international investors. Since 3 December 2002,
both Boards have issued and published annual
Declarations of Compliance in accordance with
§161 of German Stock Corporation Act (AktG). Each
Declaration of Compliance is made available on the
Internet for five years. At the joint meeting held on
6 December 2005, the Board of Management and
Supervisory Board of BMW AG issued the Declara-
tion of Compliance with the new version of the Ger-
man Corporate Governance Code valid from 12 July
2005. Moreover, the Board of Management and
Supervisory Board have, in the past, developed the
BMW Group’s own corporate governance code on
the basis of the GCGC 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 practices applied by the
BMW Group. The BMW Group’s Corporate Gover-
nance Code has been revised in conjunction with
the new version of the GCGC. In addition to changes
relating to the Investors’ Protection Improvement
Act and the Corporate Integrity and Modernisation
of the Contestation Act, new recommendations in-
corporated into the new version of the GCGC have
also been taken into account. The Corporate Gover-
nance Code of the BMW Group can be obtained,
along with other shareholder 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 information about the Group, up-to-date
analysts’ reports and all financial publications of the
BMW Group at www.bmwgroup.com/ir.
In the interest of investor protection and in order
to ensure that the BMW Group complies with regu-
lations relating to potential insider information, the
Board of Management has appointed an Ad-hoc
Committee comprising representatives from various
specialist departments and whose members examine
the relevance of issues for ad-hoc disclosure pur-
poses. The procedures and decision-taking process
applied by this committee, which has been in place
since 1994, have been brought into line with the
revised requirements of the Investors’ Protection
Improvement Act. All persons working on behalf of
the enterprise and with access to insider information
in accordance with existing rules, have been included
in an appropriate list and informed of the duties
arising from insider rules.
A coordinator responsible for all corporate gover-
nance issues reports directly and on a regular basis
to the Board of Management and Supervisory Board.
Corporate Governance
Corporate Governance 126
Members of the
Supervisory Board 126
Members of the
Board of Management 129
Corporate Governance in
the BMW Group 130
Principles for the compensation
of the Board of Management
and Supervisory Board 131
Declaration of the Board of
Management and of the
Supervisory Board pursuant to
§161 AktG 133