BMW 2007 Annual Report Download - page 9

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marketing. Since 2005, he has been Chairman and Chief Executive Officer of Rolls-Royce Motor Cars Ltd.,
a subsidiary of BMW AG.
During the financial year 2007, the Supervisory Board and the Board of Management again discussed the
subject of corporate governance in great detail and issued a joint Declaration of Compliance with the Ger-
man Corporate Governance Code (GCGC) pursuant to § 161 AktG. The recommendations of the Govern-
ment Commission on the German Corporate Governance contained in the revised code issued on 20 July
2007 will be complied with in the future except for one divergence: the discussion and regular review of
the structure of the compensation system of the Board of Management is still performed by the Personnel
Committee and not, additionally, by the Supervisory Board. This task has been delegated to the Personnel
Committee which reports in detail to the full Supervisory Board. All other recommendations are being
complied with.
A detailed report on the amount and structure of the compensation of the Board of Management and the
Supervisory Board can be found in the corporate governance report. In conjunction with the code recommen-
dations
issued on 20 July 2007, the Supervisory Board decided to amend its own procedural rules regarding
the remit of the Audit Committee, to create a Nomination Committee and to expand the reporting duties of
the Board of Management.
The Supervisory Board sees it as an ongoing task to improve the quality of its work, both in plenum and
at committee level, and in its collaboration with the Board of Management. The efficiency of the Super-
visory Board’s work is therefore not only assessed, as recommended by the GCGC, on the basis of written
comments of all Supervisory Board members and open debate at year-end meetings, but also during the
year in the context of personal dialogue, whereby the Chairman of the Supervisory Board plays a key role in
proposing areas of improvement.
There was no indication during the past year of any conflicts of interest on the part of members of the Super-
visory Board and Board of Management.
In a total of five meetings, the Presiding Board mainly focussed on preparing the plenum meetings, including
the selection of special topics of report. During the past year, the Presiding Board took a close look at the
Company’s dividend policy and the Group’s currency management. At a number of meetings during the
course of the year, it also considered alternative concepts for the compensation of Supervisory Board work,
culminating in the formulation of a proposed amendment to § 15 of the Articles of Incorporation that will be
put forward for resolution at the Annual General Meeting.
In view of the fact that the tasks performed by the Audit Committee go well beyond accounting and financial
reporting matters (e.g. in the field of compliance), the Audit Committee changed its name in German from
Bilanzausschuss to Prüfungsausschuss, bringing it into line with the name already used in English. The Audit
Committee convened three times during the period under report. One of these meetings served primarily to
prepare for the Supervisory Board meeting in spring 2007, the main purpose of which was to consider the
drafts of the Company and Group financial statements for the financial year 2006. Apart from examining the
drafts, the Audit Committee also obtained a Declaration of Independence from the external auditors, deter-
mined areas of audit emphasis and, after the Annual General Meeting, issued the audit engagement letter for
the financial year 2007. A further area of focus for the Audit Committee in 2007 was risk management. The
Audit Committee was kept informed by the Board of Management of progress made to date to implement
the Group’s compliance programme which emphasises the vital role played by managers in ensuring com-
pliance with existing law.
Corporate governance
and Declaration of Compliance
Description of Presiding Board
activities and committee work