BMW 2009 Annual Report Download - page 149

vote. Any changes to the board’s terms of reference must
be passed unanimously. A board meeting is only held if
more than half of the board members are present.
In the event that the Chairman of the Board of Management
is not present or is unable to attend a meeting, the
Mem-
ber of the Board responsible for Finances will represent
him.
Minutes are taken of all meetings and the Board of Manage-
ment’s
resolutions and signed by the Chairman. Decisions
taken by the Board of Management are binding for all em-
ployees.
The rules relating to meetings and resolutions taken by the
full Board of Management are also applicable for its com-
mittees.
Members of the Board of Management not represented in
a committee are provided with the agendas and minutes
of committee meetings. Committee matters are dealt with
in full board meetings if the committee considers it neces-
sary or at the request of the member concerned.
The secretariat for Board of Management matters assists
the Chairman and other board members with the prepara-
tion and follow-up work connected with board meetings.
At Product Board meetings (generally held twice a month),
the full board takes decisions at a basic policy level relating
to the Group’s automobile product strategies and product
projects inasmuch as these are relevant for all brands.
Resources are authorised and approved at Product Board
meetings.
At meetings of the Operations Committee (generally held
twice a month), decisions are reached in connection with
automobile product projects, based on the strategic
orientation
and decision framework stipulated at Product
Board
meetings. The Operations Committee comprises
the members of the Board of Management responsible
for
Development (Dr.-Ing. Klaus Draeger, who also chairs
the meetings), Purchasing and Supplier Network (Dr.-Ing.
Herbert Diess), Production (Frank-Peter Arndt), and Sales
and Marketing (Ian Robertson). In the event that the
com-
mittee chairman is not present or unable to attend a
meeting, the Member of the Board responsible for Produc-
tion represents him. Resolutions taken at meetings of the
Operations Committee are made online.
The full board usually convenes twice a year in its function
as Sustainability Board in order to define strategy with
regard to sustainability and decide upon measures to im-
plement that strategy. The Head of Group Communication
and the Group Representative for Sustainability and Envi-
ronmental Protection participate in these meetings in an
advisory capacity.
The Board’s Committee for Executive Management Mat-
ters has the overall responsibility for BMW Group manage-
ment matters, such as organisational structure, the availa-
bility of suitable people for existing and future management
positions and other general human resources issues. This
committee has, on the one hand, an advisory and prepara-
tory role e. g. making suggestions for promotions to the
two remuneration groups below board level and preparing
decisions to be taken at board meetings with regard to
human resources principles (with the emphasis on execu-
tive management issues). It also takes decisions itself such
as those regarding appointments to senior management
positions and promotions to higher remuneration groups
or the wording of human resources principles decided
on by the full board. The Committee for Executive Manage-
ment Matters comprises the Chairman of the Board of
Management, Dr.-Ing. Norbert Reithofer (who also chairs
the meetings) and the board member responsible for
Human Resources, Harald Krüger. They hold their meet-
ings jointly and take decisions unanimously. The Head of
Human Resources, Personnel Network and Human Re-
sources International and the Head of Senior Management
also participate in an advisory function. Between five and
ten meetings are held each year.
The Board of Management is represented by its Chairman
in its dealings with the Supervisory Board. The Chairman
of the Board of Management maintains regular contact
with the Chairman of the Supervisory Board and keeps
him well informed of all important matters. The Supervisory
Board has passed a resolution specifying the information
and reporting duties of the Board of Management. As a
general rule, in the case of reports required by dint of law,
the Board of Management submits its reports to the Super-
visory
Board in writing. To the extent possible, documents
required as a basis for taking decisions are sent to the mem-
bers
of the Supervisory Board in good time before the rele-
vant meeting. Regarding transactions of fundamental
im-
portance, the Supervisory Board has stipulated specific
transactions which require the approval of the Supervisory
Board. Whenever necessary, the Chairman of the Board
of Management obtains the approval of the Supervisory
Board and ensures that reporting duties to the Supervisory
Board are complied with. In order to fulfil these tasks, the
Chairman is supported by all members of the Board of
Management. The fundamental principle followed when
147 Statement on Corporate Governance