BMW 2010 Annual Report Download - page 150

148
140 STATEMENT ON
CORPORATE GOVERNANCE
(Part of Management Report)
140 Information on the Company’s
Governing Constitution
142 Declaration of the Board of
Management and of the
Supervisory
Board pursuant to
§ 161 AktG
143 Members of the Board of
Management
144 Members of the Supervisory Board
147 Information on Work Procedures
of the Management Board and
Supervisory Board
154 Compensation Report
162 Information on Corporate
Governance Practices
163 Compliance in the BMW Group
In the event that the Chairman of the Board of Manage-
ment is not present or is unable to attend a meeting, the
Member of the Board responsible for Finances will repre-
sent him.
Minutes are taken of all meetings and the Board of
Management’s resolutions and signed by the Chairman.
Decisions taken by the Board of Management are bind-
ing for all employees.
The rules relating to meetings and resolutions adopted
by the full Board of Management are also applicable for
its committees.
Members of the Board of Management not represented
in a committee are provided with the agendas and min-
utes of committee meetings. Committee matters are dealt
with in full board meetings if the committee considers
itnecessary or at the request of a member of the Board of
Management.
The secretariat for Board of Management matters assists
the Chairman and other board members with the
preparation and follow-up work connected with board
meetings.
At Product Board meetings (generally held twice a month),
the full board takes decisions at 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). If the committee
chairman is not present or unable to attend a meeting,
the Member of the Board responsible for Production rep-
resents him. Resolutions taken at meetings of the Opera-
tions Committee are made online.
The full board usually convenes twice a year in its func-
tion as Sustainability Board in order to define strategy
with regard to sustainability and decide upon measures
to implement that strategy. The Head of Group Com-
munication and the Group Representative for Sustaina-
bility
and Environmental Protection participate in these
meetings in an advisory capacity.
The Board’s Committee for Executive Management Mat-
ters deals with enterprise-wide issues affecting executive
managers of the BMW Group, either in their entirety
orindividually (such as the executive management struc-
ture, potential candidates for executive management,
nominations for or promotions to senior management
positions). This committee has, on the one hand, an advi-
sory and preparatory role (e.g. making suggestions for
promotions to the two remuneration groups below board
level and preparing decisions to be taken at board meet-
ings with regard to human resources principles with the
emphasis on executive management issues) and a deci-
sion-taking function on the other (e.g. deciding on ap-
pointments to senior management positions and pro-
motions to higher remuneration groups or the wording
of human resources principles decided on by the full
board). The Committee has two members who are enti-
tled to vote at meetings, namely the Chairman of the
Board of Management, Dr.-Ing. Norbert Reithofer (who
also chairs the meetings) and the board member respon-
sible for Human Resources, Harald Krüger. The Head
ofHuman Resources, Personnel Network and Human
Resources International and the Head of Human Re-
sources Senior Management also participate in an advi-
sory function. At the request of the Chairman, resolu-
tions may also be passed outside of committee meetings
by casting votes in writing, by fax or by telephone if
theother member entitled to vote does not object imme-
diately. As a general rule, between five and ten meetings
are held each year.
The Board of Management is represented by its Chair-
man in its dealings with the Supervisory Board. The
Chairman of the Board of Management maintains regu-
lar contact with the Chairman of the Supervisory Board
and keeps him 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 sub-
mits its reports to the Supervisory Board in writing. To
the extent possible, documents required as a basis for
taking decisions are sent to the members of the Super-
visory Board in good time before the relevant meeting.
Regarding transactions of fundamental importance, the
Supervisory Board has stipulated specific transactions
which require the approval of the Supervisory Board.
Whenever necessary, the Chairman of the Board of Man-
agement 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
reporting to the Supervisory Board is that the latter
should be kept informed regularly, without delay and