BMW 2005 Annual Report Download - page 134

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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
complied with, except for the divergences described
in the declaration dated 7 December 2004 relating
to section 4.2.2 paragraph 1, section 4.2.4 sentence
2, section 5.4.5 paragraph 3 and section 6.6 para-
graph 2 sentence 1.
The recommendations published in the official
section of the electronic Federal Gazette on 12 July
2005 (Code version dated 2 July 2005) have been
complied with, with the following divergences:
– The discussion and regular review of the struc-
ture of the compensation system of the Board
of Management 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 individual person (section 4.2.4 sentence 2 GCGC).
– The compensation of the members of the
Supervisory in the corporate governance report is
subdivided into its components, but not by individ-
ual person (section 5.4.7 paragraph 3 GCGC).
– The purchase or sale of BMW shares or related
financial instruments, in particular derivates, by
Board of Management and Supervisory Board
members of the Company or by other persons
with senior management responsibilities or by
related parties of such parties are reported in accor-
dance with § 15a German Trade Securities Act, but
not disclosed additionally in the Corporate Gover-
nance Report (section 6.6 paragraph 3 GCGC).
Munich, 6 December 2005
Bayerische Motoren Werke
Aktiengesellschaft
Supervisory Board Board of Management
Reason for divergences
Section 4.2.2 paragraph 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 5.4.7 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 is disclosed,
with separate disclosure of fixed and performance-
related components. The Chairman of the Super-
visory 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 3 GCGC:
Notifications received by the BMW Group in con-
junction with directors’ dealings are reported with-
out delay and kept up-to-date in the Internet at
www.bmwgroup/ir. Each notification is reported
on the Internet for at least 30 days. From the per-
spective of the BMW Group, this safeguards the
interests of shareholders and other stakeholders
to receive information in good time. In addition,
notifications already reported during the year, are
reported again retrospectively in conjunction with
the Annual Document pursuant to §10 of the
Securities Prospectus Act. Disclosing information –
which could be more than one year after the trans-
action – again in the Corporate Governance Report
does not appear to be necessary in the light of
the existing disclosure rules which have been ex-
tended further in 2005 by the Securities Prospectus
Act.
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