BMW 2010 Annual Report Download - page 164

162
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
3. Other
No advances or loans were granted by the Company to
Members of the Board of Management and the Super-
visory Board, nor were any contingent liabilities entered
into on their behalf.
Reportable securities transactions
(“Directors Dealings”)
Pursuant to § 15 a of the German Securities Trading Act
(WpHG), members of the Board of Management and the
Supervisory Board any persons related to those members,
are required to give notice to BMW AG and the Federal
Agency for the Supervision of Financial Services of trans-
actions with BMW stock or related financial instruments
if the total sum of such transactions exceeds an amount
of euro 5,000 during any given calendar year. All
trans-
actions notified to BMW AG are disclosed on its website
at www.bmwgroup.com/ir and in its Annual Document
pursuant to § 10 (1) of the German Securities Prospectus
Act. During the financial year 2010, Dr. Karl-Ludwig Kley
gave notice of the sale of 1,320 shares of common stock
at an average selling price of euro 62.94.
Shareholdings of members of the Board of Manage-
ment and the Supervisory Board
The members of the Supervisory Board of BMW AG hold
in total 27.66% of the Company’s shares of common
andpreferred stock, of which 16.10% relates to Stefan
Quandt, Bad Homburg v. d. H. and 11.56% to Susanne
Klatten, Bad Homburg v. d. H. The shareholding of the
members of the Board of Management totals less than
1% of the issued shares.
Employee share scheme
Since 1989 BMW AG has also allowed its employees to
participate in the success of the business in the form
ofan employee share scheme. In 2010 employees were
able, at their own discretion, to acquire packages of
be-
tween 5 and 25 shares of non-voting preferred stock at
adiscounted price. All employees of BMW AG and its
wholly owned German subsidiaries (if agreed to by the
directors of those entities) were entitled to participate in
the scheme. Employees were required to have been in an
uninterrupted employment relationship with BMW AG
or the relevant subsidiary for at least one year at the
date on which the allocation for the year was announced.
Shares of preferred stock acquired in conjunction with
the employee share scheme are subject to a vesting period
of four years, starting from 1 January of the year in which
the shares were acquired. A total of 499,590 shares of
preferred stock were acquired by employees under the
scheme in 2010; 498,050 of these shares were drawn
from the Authorised Capital 2009, the remainder were
bought back via the stock exchange. Every year the Board
of Management of BMW AG decides whether the scheme
is to be continued.
Information on corporate governance practices
applied beyond mandatory requirements
Core principles
Within the BMW Group, the Board of Management, the
Supervisory Board and the employees base their actions
on twelve core principles which are the cornerstone of
the success of the BMW Group.
Customer focus
The success of our company is determined by our cus-
tomers. They are at the heart of everything we do. The re-
sults of all our activities must be valued in terms of the
benefits they will generate for our customers.
Peak performance
We aim to be the best – a challenge to which all of us
must rise. Each and every employee must be prepared to
deliver peak performance. We strive to be among the
elite, but without being arrogant. It is the company and
its products that count – and nothing else.
Responsibility
Every BMW Group employee takes personal responsi-
bility for the company’s success. When working in a
team, each employee must assume personal responsi-
bility for his or her actions. In doing so we are fully aware
that we are working towards achieving the company’s
goals. For this reason, we work together in the best inter-
ests of the company.
Effectiveness
The only results that count for the company are those
which have a sustainable impact. In assessing leadership,
we must consider the effectiveness of performance on
results.
Adaptability
In order to ensure our long-term success we must adapt
to new challenges with speed and flexibility. We therefore
see change as an opportunity – adaptability as essential
to be able to capitalise on it.
Frankness
As we strive to find the best solution, it is each employee’s
duty to express any opposing opinions they may have.
The solutions we agree upon will then be consistently im-
plemented by all those involved.