BMW 2010 Annual Report Download - page 155

153 STATEMENT ON CORPORATE GOVERNANCE
Composition of the Supervisory Board
The Supervisory Board must be composed in such a way
that its members as a group possess the knowledge, skills
and experience required to properly complete its tasks.
To this end, a resolution has been passed by BMW AG’s
Supervisory Board specifying the following concrete
objectives regarding its composition:
– At least four of the members of the Supervisory Board
should have international experience or specialist
knowledge with regard to one or more of the non-Ger-
man markets important to the company.
– If possible, the Supervisory Board should include seven
members who have acquired in-depth knowledge and
experience from within the company. The Supervisory
Board should not, however, include more than two
former members of the Board of Management.
– At least three of the shareholder representatives in the
Supervisory Board should be entrepreneurs or persons
who have already gained experience in the manage-
ment or supervision of another medium-sized or large
company.
–
Ideally, three members of the Supervisory Board should
be figures from the worlds of business, science or re-
search who have gained experience in areas relevant
to the BMW Group – e.g. chemistry, energy supply,
information technology, or who have acquired special-
ist knowledge in subjects relevant for the future of
theBMW Group e.g. customer requirements, mobility,
resources and sustainability.
– When seeking suitably qualified individuals for the
Supervisory Board whose specialist skills and leader-
ship
qualities are most likely to strengthen the Board
as a whole, consideration should also be given to diver-
sity. When preparing nominations, the extent to which
the work of the Supervisory Board would benefit from
diversified professional and personal backgrounds (in-
cluding international aspects) and from an appropriate
representation of both genders should also be taken
into account. In view of the proportion of women in the
workforce of BMW AG (31 December 2010: 13.2%),
the Supervisory Board is of the opinion that the cur-
rent proportion of three female members out of a total
of twenty members (15%) is satisfactory as far as gen-
der mix is concerned, but that an increase would be
desirable. If possible, the selection process in the near
future will therefore be carried out with the aim of
having four female members (20%) by the Annual
General Meeting in 2015.
– The Supervisory Board should have at least seven in-
dependent members, two of whom must be independ-
ent individuals with expert knowledge of accounting
or auditing.
– No persons carrying out directorship functions or ad-
visory tasks for important competitors of the company
may belong to the Supervisory Board. In compliance
with prevailing legislation, the members of the Super-
visory Board will strive to ensure that no persons will
be nominated for election with whom a serious
con-
flict of interests could arise (other than temporarily)
due to other activities and functions carried out by
them outside the BMW Group; this includes in particu-
lar advisory activities or directorships with customers,
suppliers, creditors or other business partners.
– As a general rule, the age limit for membership of the
Supervisory Board should be set at 70 years. In excep-
tional cases, members may be allowed to remain on
the Board up until the Annual General Meeting follow-
ing their 73rd birthday in order to fulfil legal require-
ments or to facilitate smooth succession in the case of
persons with key roles or specialist qualifications.
The time schedule set by the Supervisory Board for achiev-
ing
the above-mentioned composition targets is the
Annual General Meeting 2015, by which time elections
will have taken place for all positions on the Supervisory
Board.
Future proposals for nomination made by the Supervisory
Board at the Annual General Meeting – insofar as they
apply to shareholder Supervisory Board members –
should take account of these objectives in such a way that
they can be achieved with the support of the appropriate
resolutions at the Annual General Meeting. The Annual
General Meeting is not bound by nominations for elec-
tion proposed by the Supervisory Board. The freedom of
employees to vote for the employee members of the Su-
pervisory Board is also protected (for information on the
legal conditions relating to the composition of the Super-
visory Board please refer to page 140). Under the proce-
dural rules stipulated by the German Co-Determination
Act, the Supervisory Board does not have the right to
nominate employee representatives for election. The ob-
jectives which the Supervisory Board has set itself with
regard to its composition are therefore not intended to be
instructions to those entitled to vote or restrictions on
their freedom to vote. More to the point, they reflect the
composition which the current Supervisory Board be-
lieves should be striven for in future by those entitled to
nominate and elect board members, in view of the advisory
and supervisory needs of BMW AG’s Supervisory Board.
Apart from the desired increase in the number of female
Supervisory Board members, the present composition
ofthe Supervisory Board (see pages 144 et seq.) fulfils
the composition objectives detailed above.