BMW 2010 Annual Report Download - page 12

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well as in the analysis of compliance enquiries and information received with respect to non-compliance and suspicious
cases dealt with in the Group’s case management system. At the same meeting, the Audit Committee also considered
the BMW Group Compliance Committee’s plans to introduce additional control procedures and devote more attention
to procedures aimed at identifying corruption.
The Head of Group Internal Audit reported to the Audit Committee on the main areas of emphasis of Group internal
audit activities, the results of audits performed and forthcoming plans.
In line with the authority given to it by the full Supervisory Board, the Audit Committee approved the decision taken
by the Board of Management to increase BMW AG’s share capital pursuant to Article 4 section 5 of the Articles of Incor-
poration (Authorised Capital 2009) by euro 498,050 and, in conjunction with the employee share scheme, to issue a
corresponding number of new non-voting shares of preferred stock, each with a par value of euro 1, at favourable con-
ditions to employees.
The Personnel Committee convened four times during the fi nancial year 2010, with the emphasis of activities on the
preparation of personnel- and compensation-related decisions. In a small number of cases, the Personnel Committee
also approved the assumption of external mandates by members of the Board of Management in non-Group supervisory
or equivalent boards and approved contracts falling under its terms of reference.
The Nomination Committee, which is charged with the task of fi nding suitable candidates for the Supervisory Board
for inclusion in the Supervisory Board’s proposals for election at the Annual General Meeting, met once during the
fi nancial year under report to consider proposals for candidates and make recommendations for the election of Super-
visory Board members at the Annual General Meeting.
The statutory Mediation Committee (§ 27 (3) of the Law on Worker Participation) was not required to convene during
the fi nancial year 2010.
The relevant chairmen reported regularly and in depth at Supervisory Board meetings on the status of Presiding
Board and committee work. A description of work procedures of the Supervisory Board is provided in the Corporate
Governance Report.
Composition and organisation of the Board of Management The Board of Management, with its team of seven
persons, remained unchanged in 2010 in terms of composition and portfolio responsibilities. The mandates of three
members of the Board of Management were extended by the Supervisory Board.
Changes in the composition of the Supervisory Board, Presiding Board and committees The mandate of
Prof.Dr. Jürgen Strube came to an end at the conclusion of the Annual General Meeting on 18 May 2010. In view of the
agreed age limit for Supervisory Board members, he decided not to stand for re-election. Prof. Strube had been a
shareholder representative on the Supervisory Board for nine years. During that time he served for two years as mem-
ber of the Presiding Board, the Personnel Committee, the Nomination Committee and the Audit Committee, taking
over the chair of the latter in 2008 and performing that role with great skill and vision during the challenging times of
the economic and fi nancial crisis. On behalf of the Supervisory Board I would like to take this opportunity once again
tothank Prof. Strube very warmly for his many years of valued work as a member of the Supervisory Board and itscom-
mittees, in particular the Audit Committee, and for his steadfast, valuable contribution in the interests of the BMW
Group. On 18 May 2010 Prof. Henning Kagermann was elected to the Supervisory Board at the Annual General Meeting.
After the Annual General Meeting, the Supervisory Board appointed Dr. Karl-Ludwig Kley as additional Deputy Chair-
man of the Supervisory Board. As an independent member, he was also appointed to the Personnel and Nomination
committees and – in acknowledgement of his expertise in the fi eld of fi nancial reporting gained as management board
member for fi nances of another DAX company – as member and Chairman of the Audit Committee. Werner Neugebauer
resigned his mandate as employee representative on the Supervisory Board on 31 December 2010 after more than ten
years of service. On behalf of the Supervisory Board, I would like to thank Mr. Neugebauer most warmly for his dedicated
and commendable work in the interests of the company. In place of Mr. Neugebauer, the District Court of Munich
appointed Jürgen Wechsler, Regional Executive O cer of IG Metall Bavaria Region, on 10 February 2011 as employee
representative on the Supervisory Board for the remaining term of o ce. In his place, on 10 February 2011 the District
Court of Munich appointed Jürgen Wechsler, Regional Executive O cer of IGMetall Bavaria Region, as employee
representative on the Supervisory Board for the remaining term of o ce.
The Corporate Governance Report includes an overview of the composition of the Supervisory Board and its committees.