BMW 2008 Annual Report Download - page 137

138
134 Corporate Governance
134 Members of the Supervisory Board
137
Members of the Board of
Management
138 Corporate Governance in the
BMW
Group
140 Compliance in the BMW Group
141 Compensation Report
147 Declaration of the Board of
Management and of the Supervisory
Board pursuant to § 161 AktG
Corporate governance – in other words ensuring that ac-
tions are taken in accordance with the principles of re-
sponsible management in order to increase the value of
the business on a sustainable basis – is an all-embracing
issue for the BMW Group which affects all areas of the
enterprise. The corporate culture within the BMW Group
is founded on transparent reporting and internal commu-
nication, a policy of corporate governance aimed at the in-
terests of stakeholders, a fair and open approach towards
employees and between Board of Management and Super-
visory
Board and compliance with the law.
Information on the Company’s governing
constitution
Bayerische Motoren Werke Aktiengesellschaft (BMW AG)
is a stock corporation (Aktiengesellschaft) based on the
German Stock Corporation Act (Aktiengesetz). It has three
representative bodies, namely Annual General Meeting,
Supervisory Board and Board of Management. The duties
and authorities of those bodies derive from the Stock Cor-
poration Act and the Articles of Incorporation of BMW AG,
the full text of which is published on the BMW Group’s
website. Shareholders – the owners of the business –
exercise their rights at the Annual General Meeting. The
Annual General Meeting decides in particular on the utili-
sation of unappropriated profit, the ratification of the acts
of the members of the Board of Management and of the
Supervisory Board, the appointment of the external auditor,
changes to the Articles of Incorporation, specified capital
measures and – in accordance with legislation applicable
to BMW AG relating to co-determination by employees –
on the composition of one half of the Supervisory Board.
The Board of Management manages the enterprise under
its own responsibility. Within this framework, it is monitored
and advised by the Supervisory Board. The Supervisory
Board appoints the members of the Board of Management
and can, at any time, revoke an appointment if there is an
important reason. The Board of Management keeps the
Supervisory Board informed of all significant matters regu-
larly, without delay and comprehensively, following the
principles of conscientious and faithful accountability and
in accordance with prevailing law and reporting duties allo-
cated to it by the Supervisory Board. The Board of Manage-
ment requires the approval of the Supervisory Board for
certain major transactions. The Supervisory Board is not,
however, authorised to undertake management meas-
ures itself.
In accordance with the regulations contained in the
German Co-determination Act, BMW AG’s Supervisory
Board comprises ten shareholder representatives (elected
by the Annual General Meeting) and ten em ployee re-
presentatives (elected by employees). The close inter ac-
tion between Board of Management and Super visory
Board in the interests of the enterprise as described above
is also known as a “two-tier board structure”. The com-
position of the Board of Management and the Supervisory
Board and of sub-committees set up by the Supervisory
Board is disclosed on pages  to  of the Annual
Report.
Core principles
Within the BMW Group, the Board of Management, the
Supervisory Board and employees base their actions on
twelve core principles which create the cornerstone of
the success of the BMW Group:
Customer focus
The success of our company is determined by our cus-
tomers.
They are at the heart of everything we do. The
results of all our activities must be valued in terms of the
benefits they will generate for our customers.
Peak performance
We aim to be the best – a challenge to which all of us must
rise. Each and every employee must be prepared to deliver
peak performance. We strive to be among the elite, but
without being arrogant. For us, it is the company and our
products that count – nothing else.
Responsibility
Every BMW Group employee has the personal
responsi-
bility to ensure the company’s success. In team
work,
every employee must assume personal responsibility. We
are fully aware that as we work to achieve our corporate tar-
gets, we have responsibility to each other – in the interests
of the company.
Effectiveness
For our company, the only results that count are those with
a lasting effect. In evaluating leadership, we must consider
the effect of performance on improving results.
Adaptability
To ensure our long-term success, we must adapt to new
challenges with speed and flexibility. We see change as an
opportunity – and in order to capitalise on it, we need to be
adaptable.
Dissent (frankness)
As we strive to find the best solution, our employees are
encouraged to express opposing opinions, if they wish.
Corporate Governance in the BMW Group