BMW 2010 Annual Report Download - page 152

150
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
questionnaire previously devised by and distributed to
the members of the Supervisory Board. The Chairman of
the Supervisory Board is open to suggestions for improve-
ment
at all times.
Each member of the Supervisory Board of BMWAG is
bound to act in the enterprise’s best interests. Members
of the Supervisory Board may not pursue personal inter-
ests in their decisions or take advantage of business
opportunities intended for the benefit of the enterprise.
Members of the Supervisory Board are obliged to inform
the full Supervisory Board of any conflicts of interest
which may result from a consultant or directorship func-
tion with clients, suppliers, lenders or other business
partners, enabling the Supervisory Board to report to the
shareholders at the Annual General Meeting on how it
has dealt with such issues. Material conflicts of interest
and those not merely temporary in nature result in the
termination of the mandate of the relevant Supervisory
Board member.
With regard to nominations for the election of members
of the Supervisory Board, care is taken that the Super-
visory Board in its entirety has the required knowledge,
skills and expert experience to perform its tasks in a
proper manner.
The Supervisory Board has set out specific targets for its
own composition
. Further information about these ob-
jectives and their implementation status can be found on
page 153.
The members of the Supervisory Board are responsible
for undertaking appropriate basic and further training
measures such as may be necessary to carry out the tasks
assigned to them. The Company provides appropriate
assistance to members of the Supervisory Board in this
respect.
The ability of the Supervisory Board to supervise and ad-
vise
the Board of Management independently is also as-
sisted by the fact that the Supervisory Board of BMWAG
is required, based on its own assessment, to have a suf-
ficient number of independent members. Prof. Dr.-Ing.
Dr.h. c. Dr.-Ing. E. h. Joachim Milberg is the only person
on theSupervisory Board to have previously served on the
Board of Management, of which he ceased to be a mem-
ber in 2002. Supervisory Board members do not exercise
directorships or similar positions or undertake advisory
tasks for important competitors of the BMW Group.
Taking into account the specific circumstances of the
BMW Group and the number of board members, the Su-
pervisory Board has set up a Presiding Board and four
committees, namely the Personnel Committee, the Audit
Committee, the Nomination Committee and the Media-
tion Committee (see overview on page 152). Such com-
mittees serve to raise the efficiency of the Supervisory
Board’s work and facilitate the handling of complex is-
sues. The establishment and function of a Mediation
Committee is prescribed by law. The person chairing a
committee reports in detail on its work at each plenum
meeting.
The composition of the Presiding Board and the various
committees is based on legal requirements, BMW AG’s
Articles of Incorporation, terms of reference and corpo-
rate
governance principles. The expertise and technical
skills of its members are also taken into account.
According to the relevant terms of reference, the Chair-
man of the Supervisory Board is, in this capacity,
auto-
matically a member of the Presiding Board, the Personnel
Committee and the Nomination Committee, and also
chairs these committees.
The number of meetings held by the Presiding Board and
the committees depends on current requirements. The
Presiding Board, the Personnel Committee and the Audit
Committee normally hold several meetings in the course
of the year (further information regarding the number
ofmeetings held in 2010 can be found on page 152 and in
the Report of the Supervisory Board, page 06).
In line with the terms of reference for the activities of
the
plenum, the Supervisory Board has also set terms of
reference for the Presiding Board and the various com-
mittees.
The committees are only quorate if all members
are
present. Resolutions taken by the committees are
passed by simple majority unless stipulated otherwise
by law. Minutes are also taken at the meetings and for
the resolutions of the committees and the Presiding
Board, and signed by the person chairing the particular
meeting. This person also represents the committee in
any dealings it may have with the Board of Management
or third parties.
Members of the Supervisory Board may not delegate their
duties. The Supervisory Board, the Presiding Board and
the various committees may call on experts and other
suitably informed persons to attend meetings to give ad-
vice on specific matters.