BMW 2009 Annual Report Download - page 150

148
140 Statement on
Corporate Governance
(Sub-section of Management Report)
140 Information on the Company’s
Governing Constitution
141 Declaration of the Board of
Management and of the Supervisory
Board pursuant to § 161 AktG
142 Members of the Supervisory Board
145
Members of the Board of
Management
146 Information on Work Procedures of
the Management Board and
Supervisory Board
151 Compensation Report
157 Information on Corporate
Governance Practices
158 Compliance in the BMW Group
reporting to the Supervisory Board is that the latter should
be kept informed regularly, without delay and comprehen-
sively of all significant matters relating to planning, busi-
ness performance, risk exposures, risk management and
compliance as well as any major variances between actual
and budgeted figures.
The Supervisory Board of BMW AG
An overview of the members of the Supervisory Board is
shown on page 142 et seq.
BMW AG’s Supervisory Board, comprising ten shareholder
representatives (elected by the Annual General Meeting)
and ten employee representatives (elected by employees
in accordance with the German Co-determination Act),
has the task of advising and supervising the Board of
Management in its governance of the BMW Group. It is in-
volved in all decisions of fundamental importance for the
BMW Group. The Supervisory Board appoints the mem-
bers of the Board of Management and decides upon the
level of compensation they are to receive. The Supervisory
Board can revoke appointments for important reasons.
Together with the Board of Management, it ensures that
long-term successor planning is in place.
The Supervisory Board holds a minimum of two meetings
per calendar year. Normally, five plenary meetings are held
per calendar year, as was the case in 2009. One meeting
each year is planned to cover a number of days and is used,
among other things, to enable an in-depth exchange on
strategic and technological matters.
In line with the suggestion contained in the German Cor-
porate Governance Code, the shareholder representatives
and employee representatives prepare the Supervisory
Board meetings separately and, if necessary, together with
members of the Board of Management.
The Chairman of the Supervisory Board coordinates work
within the Supervisory Board, chairs its meetings, handles
the external affairs of the Supervisory Board and repre-
sents it in its dealings with the Board of Management.
The Supervisory Board is quorate if all members have been
invited to the meeting and at least half of its members par-
ticipate in the vote on a particular resolution. A resolution re-
lating to an agenda item not included in the invitation is only
valid if none of the members of the Supervisory Board who
were present at the meeting object to the resolution and a
minimum of two thirds of the members are present.
As a basic rule, resolutions are passed by the Supervisory
Board by simple majority. The German Co-determination
Act contains specific requirements with regard to majority
voting and technical procedures, particularly with regard to
the appointment and revocation of appointment of man-
agement board members and the election of a supervisory
board chairman or deputy chairman. In the event of a tied
vote in the Supervisory Board, the Chairman of the Super-
visory Board has two votes in a renewed vote, even if this
also results in a tied vote.
In practice, resolutions are taken by the Supervisory Board
and its committees at the relevant meetings. A Super-
visory
Board member who is not present at a meeting can
have his / her vote cast by another Supervisory Board mem-
ber
if an appropriate request has been made in writing, by
fax or in electronic form. This rule also applies to the
casting of the second vote by the Chairman of the Super-
visory Board. The Chairman of the Supervisory Board can
also accept the retrospective casting of votes by any mem-
bers not present at a meeting if this is done within the time
limit previously set. In special cases, resolutions may also
be taken outside of meetings, i.e. in writing, by fax or by
electronic means.
Minutes are taken of each meeting and any resolutions
made
signed by the Chairman of the Supervisory Board.
After its meetings, the Supervisory Board is generally pro-
vided information on new vehicle models in the form of a
short presentation.
Following the election of a new Supervisory Board mem-
ber, the BMW Corporate Governance Officer informs the
new member of the principal issues affecting his or her
duties – in particular those enshrined in the BMW Group
Corporate Governance Code – including the duty to co-
operate when a transaction or event triggers reporting re-
quirements or are subject to the approval of the Super-
visory Board. New Supervisory Board members are also
given the opportunity to become better acquainted with
the business outside of Supervisory Board meetings by
means of an information programme.
All members of the Supervisory Board of BMW AG are
required to ensure that they have sufficient time to per-
form their duties. If members of the Supervisory Board of
BMW AG are also members of the Board of Management
of a listed company, they may not accept more than a total
of three non-BMW Group supervisory board mandates
for listed companies.