BMW 2010 Annual Report Download - page 149

147 STATEMENT ON CORPORATE GOVERNANCE
Information on Work Procedures of the Board of
Management and the Supervisory Board and on the
Composition and Work Procedures of its Committees
The Board of Management of BMW AG
A summary of the seven members of the Board of Man-
agement and their areas of responsibility (portfolios) is
shown on page 143.
The Board of Management governs the enterprise under
its own responsibility, acting in the interests of the
BMWGroup with the aim of achieving sustainable growth
in value. The interests of shareholders, employees and
other stakeholders are also taken into account in the pur-
suit of this aim.
The Board of Management determines the strategic orien-
tation of the enterprise, agrees upon it with the Super-
visory Board and ensures its implementation. The Board
of Management is responsible for ensuring that all pro-
visions of law and internal regulations are complied with.
Further information relating to compliance within the
BMW Group can be found on pages 163 et seq. The
Board of Management is also responsible for ensuring
that appropriate risk management and risk controlling
systems are in place throughout the Group.
During their period of employment for BMW AG, mem-
bers of the Board of Management are bound by a com-
prehensive non-competition clause. They are required to
act in the enterprise’s best interests and may not pursue
personal interests in their decisions or take advantage of
business opportunities intended for the enterprise. They
may only undertake ancillary activities, in particular su-
pervisory board mandates outside the BMW Group, with
the approval of the Supervisory Board’s Personnel Com-
mittee. Each member of the Board of Management of
BMW AG is obliged to disclose conflicts of interest to the
Supervisory Board without delay and inform the other
members of the Board of Management accordingly.
Following the appointment of a new member to the
Board of Management, the BMW Corporate Governance
Officer informs the new member of the framework con-
ditions under which the board member’s duties are to
becarried out – in particular those enshrined in the BMW
Group’s Corporate Governance Code – as well as the
duty to cooperate when a transaction or event triggers
reporting requirements or requires the approval of the
Supervisory Board.
The Board of Management consults and takes decisions
as a collegiate body at the following types of board meet-
ing; General Board, Product Board, Sustainability Board,
Operations Committee and Committee for Executive
Management Matters. At its general meetings, the Board
of Management defines the overall framework for busi-
ness strategies and the use of resources, takes decisions
regarding the implementation of strategies and deals
with issues of particular importance to the BMW Group
which are not directly related to a specific product or
product line. The Board of Management and its commit-
tees may, as required and depending on the subject mat-
ter being discussed, invite non-voting advisers to par-
ticipate at meetings.
Terms of reference approved by the Board of Manage-
ment contain a planned allocation of divisional responsi-
bilities between the individual board members. These
terms of reference also incorporate the principle that the
full Board of Management bears joint responsibility for
all matters of particular importance and scope. In addition,
each member of the Board of Management manages the
relevant portfolio of duties under their responsibility,
whereby case-by-case rules can be put in place for cross-
divisional projects. Board members continually provide
the Chairman of the Board of Management with all in-
formation regarding major transactions and develop-
ments within their area of responsibility. The Chairman
of the Board of Management coordinates cross-divisional
matters with the overall targets and plans of the BMW
Group, involving other board members to the extent that
divisions within their area of responsibility are affected.
The Board of Management takes its decisions at meetings
generally held on a weekly basis which are convened,
coordinated and headed by the Chairman of the Board of
Management. At the request of the Chairman, decisions
can also be taken outside of board meetings if none of
the board members object to this procedure. A meeting is
quorate if all Board of Management members are invited
to the meeting in good time. Members unable to attend
any meeting are entitled to vote in writing, by fax or by
telephone.
Votes cast by phone must be subsequently
confirmed in
writing. Except in urgent cases, matters re-
lating to a di vision for which the responsible board mem-
ber is not present will only be discussed and decided
upon with that member’s consent.
Unless stipulated otherwise by law or in BMW AG’s statutes,
the Board of Management makes decisions on the basis
ofa simple majority of votes cast at meetings. Outside of
board meetings, decisions are taken on the basis of a simple
majority of board members. In the event of a tied vote, the
Chairman of the Board of Management has the casting
vote. Any changes to the board’s terms of reference must
be passed unanimously. A board meeting may only be
held if more than half of the board members are present.