BMW 2011 Annual Report Download - page 158

158
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
Composition and work procedures of the Board of
Management of BMW AG and its committees
A summary of the seven members of the Board of
Management and their areas of responsibility (port-
folios) is shown on page 154.
The Board of Management governs the enterprise un-
der its own responsibility, acting in the interests of
the BMW Group with the aim of achieving sustainable
growth in value. The interests of shareholders, employees
and other stakeholders are also taken into account in
the pursuit of this aim.
The Board of Management determines the strategic
orientation of the enterprise, agrees upon it with the
Supervisory Board and ensures its implementation. The
Board of Management is responsible for ensuring that
all provisions of law and internal regulations are
com-
plied with. Further information relating to com pliance
within the BMW Group can be found on page 175
et seq. The Board of Management is also responsible
for ensuring that appropriate risk management and risk
controlling systems are in place throughout the Group.
During their period of employment for BMW AG, mem-
bers of the Board of Management are bound by a
com-
prehensive non-competition clause. They are required
to act in the enterprise’s best interests and may not
pursue personal interests in their decisions or take ad-
vantage of business opportunities intended for the
enterprise. They may only undertake ancillary activities,
in particular supervisory board mandates outside
the BMW Group, with the approval of the Supervisory
Board’s Personnel Committee. Each member of the
Board of Management of BMW AG is obliged to disclose
conflicts of interest to the Supervisory Board without
delay and inform the other members of the Board of
Management accordingly.
Following the appointment of a new member to the
Board of Management, the BMW Corporate Governance
Officer informs the new member of the framework
conditions under which the board member’s duties are
to be carried out – in particular those enshrined in the
BMW Group’s Corporate Governance Code – as well
as the duty to cooperate when a transaction or event
triggers reporting requirements or requires the approval
of the Supervisory Board.
The Board of Management consults and takes deci-
sions as a collegiate body in meetings of the Board of
Management, the Sustainability Board, the Operations
Committee and the Committee for Executive Manage-
ment Matters. At its meetings, the Board of Manage-
ment defines the overall framework for business strate-
gies and the use of resources, takes decisions regarding
the implementation of strategies and deals with issues
of particular importance to the BMW Group. The full
board also takes decisions at a basic policy level relating
to the Group’s automobile product strategies and product
projects inasmuch as these are relevant for all brands.
The Board of Management and its committees may, as
required and depending on the subject matters being
discussed, invite non-voting advisers to participate at
meetings.
Terms of reference approved by the Board of Manage-
ment contain a planned allocation of divisional respon-
sibilities between the individual board members. These
terms of reference also incorporate the principle that
the full Board of Management bears joint responsibility
for all matters of particular importance and scope. In
addition, members of the Board of Management manage
the relevant portfolio of duties under their responsi-
bility,
whereby case-by-case rules can be put in place
for cross-divisional projects. Board members continually
provide the Chairman of the Board of Management
with all information regarding major transactions and
developments within their area of responsibility. The
Chairman of the Board of Management coordinates cross-
divisional matters with the overall targets and plans of
the BMW Group, involving other board members to the
extent that divisions within their area of responsibility
are affected.
The Board of Management takes its decisions at meetings
generally held on a weekly basis which are convened,
coordinated and headed by the Chairman of the Board
of Management. At the request of the Chairman, deci-
sions can also be taken outside of board meetings if
none of the board members object to this procedure. A
meeting is quorate if all Board of Management members
are invited to the meeting in good time. Members
unable to attend any meeting are entitled to vote in
writing, by fax or by telephone. Votes cast by phone must
be subsequently confirmed in writing. Except in urgent
cases, matters relating to a division for which the re-
sponsible board member is not present will only be dis-
cussed and decided upon with that member’s consent.
Unless stipulated otherwise by law or in BMW AG’s
statutes, the Board of Management makes decisions on
the basis of a simple majority of votes cast at meetings.
Outside of board meetings, decisions are taken on the
basis of a simple majority of board members. In the event
of a tied vote, the Chairman of the Board of Manage-
ment has the casting vote. Any changes to the board’s
terms of reference must be passed unanimously. A
board meeting may only be held if more than half of the
board members are present.