BMW 2010 Annual Report Download - page 151

149 STATEMENT ON CORPORATE GOVERNANCE
comprehensively of all significant matters relating to
planning, business performance, risk exposures, risk
management and compliance, as well as any major
variances between actual and budgeted figures.
The Supervisory Board of BMW AG
Overviews of members of the Supervisory Board, the
Presiding Board and committees can be found on pages
144 et seq. (members of the Supervisory Board and
theirmandates) and on page 152 (Supervisory Board
committees, meetings).
BMW AG’s Supervisory Board, comprising ten share-
holder representatives (elected by the Annual General
Meeting) and ten employee representatives (elected by
employees in accordance with the German Co-deter-
mination Act), has the task of advising and supervising
the Board of Management in its governance of the BMW
Group. It is involved in all decisions of fundamental
importance for the BMW Group. The Supervisory Board
appoints the members of the Board of Management and
decides upon the level of compensation they are to re-
ceive. The Supervisory Board can revoke appointments
for important reasons. Together with the Personnel Com-
mittee and Board of Management, it ensures that long-
term successor planning is in place.
The Supervisory Board holds a minimum of two meet-
ings per calendar year. Normally, five plenary meetings
are held per calendar year, as was the case in 2010. One
meeting each year is planned to cover a number of days
and is used, amongst other things, to enable an in-
depth
exchange on strategic and technological matters.
The main emphases of meetings in 2010 are described in
the Report of the Supervisory Board (pages 06 et seq.).
In line with the suggestion contained in the German
Corporate Governance Code, the shareholder represent-
atives and employee representatives prepare the Super-
visory
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 mem-
bers participate in the vote on a particular resolution.
Aresolution relating to an agenda item not included in
the invitation is only valid if none of the members of the
Supervisory Board 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 major-
ity voting and technical procedures, particularly with re-
gard to the appointment and revocation of appointment
of management 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 Chair-
man of the Supervisory Board has two votes in a renewed
vote, even if this also results in a tie.
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 their 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
members 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 are signed by the
Chairman of the Supervisory Board.
After its meetings, the Supervisory Board is generally
provided with 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
requirements or is subject to the approval of the Supervi-
sory 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 re-
quired to ensure that they have sufficient time to perform
their mandate. If members of the Supervisory Board of
BMW AG are also members of the management board
ofa listed company, they may not accept more than a to-
tal of three mandates on non-BMW Group supervisory
boards of listed companies or in other bodies with com-
parable requirements.
The Supervisory Board examines the efficiency of its
activities on a regular basis. Joint discussions are also
held at plenum meetings, prepared on the basis of a