BMW 2010 Annual Report Download - page 154

152
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
Principal duties, Members Number Average
basis for activities of meetings attendance
2010
Presiding Board
– preparation of Supervisory Board meetings to the extent that the subject
matter to be discussed does not fall within the remit of a committee
– activities based on terms of reference
Joachim Milberg1
Manfred Schoch
Stefan Quandt
Stefan Schmid
Karl-Ludwig Kley
4 100 %
Personnel Committee
– preparation of decisions relating to the appointment and revocation of
appointment of members of the Board of Management, the compen-
sation and the regular review of the Board of Management‘s compensation
system
– conclusion, amendment and revocation of employment contracts (in
conjunction with the resolutions taken by the Supervisory Board regarding
the compensation of the Board of Management) and other contracts
withmembers of the Board of Management
– decisions relating to the approval of ancillary activities of Board of Man-
agement members, including acceptance of non-BMW Group supervisory
mandates as well as the approval of transactions requiring Supervisory
Board approval by dint of law (e.g. loans to Board of Management or Super-
visory Board members)
– set up in accordance with the recommendation contained in the German
Corporate Governance Code, activities based on terms of reference
Joachim Milberg1
Manfred Schoch
Stefan Quandt
Stefan Schmid
Karl-Ludwig Kley
4 100 %
Audit Committee
– supervision of the financial reporting process, effectiveness of the internal
control system, risk management system, internal audit arrangements and
compliance
– supervision of external audit, in particular auditor independence and addi-
tional work performed by external auditor
– preparation of proposals for election of external auditor at Annual General
Meeting, engagement of external auditor and compliance of audit engage-
ment, determination of areas of audit emphasis and fee agreements with
external auditor
– preparation of Supervisory Board’s resolution on Company and Group
Financial Statements
– discussion of interim reports with Board of Management prior to publication
– decision on approval for utilisation of Authorised Capital 2009
– amendments to Articles of Incorporation only affecting wording
– establishment in accordance with the recommendation contained in the
German Corporate Governance Code, activities based on terms of reference
Karl-Ludwig Kley1, 2
Joachim Milberg
Manfred Schoch
Stefan Quandt
Stefan Schmid
4
plus
3 telephone
conferences
100 %
Nomination Committee
– identification of suitable candidates (male / female) as shareholder repre-
sentatives on the Supervisory Board, to be put forward for inclusion in the
Supervisory Board’s proposals for election at the Annual General Meeting
– establishment in accordance with the recommendation contained in the
German Corporate Governance Code, activities based on terms of reference
Joachim Milberg1
Stefan Quandt
Karl-Ludwig Kley
(In line with the recommendations of
the German Corporate Governance
Code, the Nomination Committee
comprises only shareholder represen-
tatives.)
1 100 %
Mediation Committee
– proposal to Supervisory Board if resolution for appointment of Board of
Management member has not been carried by the necessary two-thirds
majority of Supervisory Board members’ votes
– committee required by law
Joachim Milberg
Manfred Schoch
Stefan Quandt
Stefan Schmid
(In accordance with statutory require-
ments, the Mediation Committee
comprises the Chairman and Deputy
Chairman of the Supervisory Board and
one member each selected by share-
holder representatives and employee
representatives.)
––
1 Chair
2 Independent financial expert within the meaning of § 100 (5) AktG and § 107 (4) AktG
Overview of Supervisory Board Committees, Meetings