BMW 2006 Annual Report Download - page 9
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08 Report of the Supervisory Board
garding the employment contracts of Board of Management members and, in
a number of cases, approved the assumption of external mandates by Board
members.
The statutory Mediation Committee (§27 (3) of the German Co-Determination
Law) was not required to convene during the financial year 2006.
The Company and Group financial statements of Bayerische Motoren Werke
Aktiengesellschaft for the year ended 31 December 2006 and the combined
Company and Group Management Report were audited by KPMG Deutsche
Treuhand-Gesellschaft Aktiengesellschaft Wirtschaftsprüfungsgesellschaft,
Munich, and given an unqualified audit opinion. First, the Audit Committee on
2 March 2007 and then, the Supervisory Board on 8 March 2007, examined and
considered the above-mentioned statements prepared by the Board of Manage-
ment.
The external auditors were present at both meetings to report on the main
findings of their audit and to provide additional information. The long-form audit
reports of the external auditors were made available to all members of the Super-
visory Board. The Supervisory Board concurred with the results of the external
audit and approved the Company and Group Financial Statements of Bayerische
Motoren Werke Aktiengesellschaft for the financial year 2006 prepared by the
Board of Management. The Company financial statements are therefore adopted.
In accordance with the Takeover Guidelines Implementation Act that came into
force in mid-2006, the combined Company and Group management report also
contains additional information. Detailed disclosures, to which reference is
made here, are provided on pages 41et seq. of the Annual Report.The principal
agreements to which BMW AG is party and which contain specific clauses that
are triggered in the event of a change of control or the acquisition of control
(e.g. as a consequence of a takeover bid) are disclosed there. Some of these
relate to cooperation or joint venture contracts with mutual change of control
clauses (i.e. which also confer rights on BMW AG) as well as specific financing
agreements with change of control clauses which take account of the legitimate
interests of the lender. The BMW Group has not concluded any compensation
agreements with members of the Board of Management or with employees for
situations involving a takeover offer.
The Board of Management’s proposal to use the unappropriated profit available
for distribution was reviewed by the Supervisory Board. The Supervisory Board
concurs with the proposal submitted by the Board of Management to pay a
dividend of euro 0.70 for each share of common stock entitled to receive a divi-