BMW 2011 Annual Report Download - page 152

152
152 STATEMENT ON
CORPORATE GOVERNANCE
(Part of Management Report)
152 Information on the Company’s
Governing Constitution
153 Declaration of the Board of
Management and of the
Supervisory Board pursuant to
§ 161 AktG
154 Members of the Board of
Management
155 Members of the Supervisory Board
158 Work Procedures of the
Board of Management
160 Work Procedures of the
Supervisory Board
165 Compensation Report
173 Information on Corporate
Governance Practices
175 Compliance in the BMW Group
STATEMENT ON CORPORATE GOVERNANCE
Corporate governance – acting in accordance with
the principles of responsible management aimed at in-
creasing
the value of the business on a sustainable
basis – is a comprehensive issue for the BMW Group
embracing all areas of the enterprise. Corporate culture
within the BMW Group is founded on transparent
reporting and internal communication, a policy of cor-
porate governance aimed at the interests of stake-
holders, fair and open dealings between the Board of
Management, the Supervisory Board and employees
and compliance with the law. The Board of Manage-
ment reports in this declaration, also on behalf of
the Supervisory Board, on important aspects of
cor-
porate
governance pursuant to § 289 a HGB and section
3.10
of the German Corporate Governance Code
(GCGC).
Information on the Company’s Governing Constitution
The designation “BMW Group” comprises Bayerische
Motoren Werke Aktiengesellschaft (BMW AG) and its
group entities. BMW AG is a stock corporation (Aktien-
gesellschaft) based on the German Stock Corporation
Act (Aktiengesetz). It has three representative bodies: the
Annual General Meeting, the Supervisory Board and
the Board of Management. The duties and authorities of
those bodies derive from the Stock Corporation Act and
the Articles of Incorporation of BMW AG. Shareholders,
as the owners of the business, exercise their rights at the
Annual General Meeting. The Annual General Meeting
decides in particular on the utilisation of unappropriated
profit, the ratification of the acts of the members of the
Board of Management and of the Supervisory Board,
the appointment of the external auditor, changes to the
Articles of Incorporation, specified capital measures and
elects the shareholders’ representatives to the
Super-
visory Board. The Board of Management manages the
enterprise under its own responsibility. Within this
framework, it is monitored and advised by the Super-
visory
Board. The Supervisory Board appoints the
members of the Board of Management and can, at any
time, revoke an appointment if there is an important
reason. The Board of Management keeps the
Super-
visory Board informed of all significant matters regularly,
promptly and comprehensively, following the principles
of conscientious and faithful accountability and in ac-
cordance with prevailing law and the reporting duties
allocated to it by the Supervisory Board. The Board of
Management requires the approval of the Supervisory
Board for certain major transactions. The Supervisory
Board is not, however, authorised to undertake manage-
ment measures itself.
In accordance with the requirements of the German Co-
determination Act for companies that generally employ
more than 20,000 people, the Supervisory Board of
BMW AG is required to comprise ten shareholder repre-
sentatives elected at the Annual General Meeting (Super-
visory Board members representing equity or share-
holders) and ten employees elected in accordance with
the provisions of the Co-determination Act (Supervisory
Board members representing employees). The ten
Supervisory Board members representing employees
comprise seven Company employees, including one
senior staff representative, and three members elected
following nomination by unions.
The close interaction between Board of Management
and Supervisory Board in the interests of the enterprise
as described above is also known as a “two-tier board
structure”.
The composition of the Board of Management and
Supervisory
Board and of sub-committees set up by the
Supervisory Board is disclosed on page 154 et seq. of
the Annual Report. Further information on work
pro-
cedures of the Board of Management and Supervisory
Board can be found on page 158 et seq.
Declaration of Compliance and the BMW Group
Corporate Governance Code
Management and supervisory boards of companies
listed in Germany are required by law (§ 161 AktG
) to
report once a year on
whether the officially published
and relevant recommendations issued by the “Ger-
man
Government Corporate Governance Code Com-
mission”, as valid
at the date of the declaration, have
been, and are being, complied with. Com panies af-
fected are also required to
state which of the recom-
mendations
of the Code have not been or are not being
applied, stating the reason
or reasons.
In the past the Board of Management and the Super-
visory Board have adopted the Group’s own Corporate
Governance Code based on the GCGC in order to pro-
vide interested parties with a comprehensive and
stand-
alone document covering the corporate governance
practices applied by the BMW Group. A coordinator
responsible for all corporate governance issues reports
directly and on a regular basis to the Board of Manage-
ment and Supervisory Board.
The Corporate Governance Code for the BMW Group,
together with the Declaration of Compliance, Articles
of Incorporation and other information, can be viewed
and /or downloaded from the BMW Group’s website
at www.bmwgroup.com/ir under the menu items “Cor-
porate Facts” and “Corporate Governance”.
The full text of the declaration is also provided on page 153
of this Annual Report.