BMW 2011 Annual Report Download - page 160

160
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 Supervisory
Board of BMW AG and its committees
Overviews of members of the Supervisory Board, the
Presiding Board and committees can be found on
page 155 et seq. (members of the Supervisory Board
and their mandates) and on page 163 (Supervisory
Board committees, meetings).
BMW AG’s Supervisory Board, comprising ten share-
holder representatives (elected by the Annual General
Meeting) and ten employee representatives (elected
by
employees in accordance with the German Co-deter-
mination Act), has the task of advising and supervising
the Board of Management in its governance of the
BMW Group. It is involved in all decisions of fundamen-
tal
importance for the BMW Group. The Supervisory
Board appoints the members of the Board of Manage-
ment and decides upon the level of compensation they
are to receive. The Supervisory Board can revoke ap-
pointments for important reasons.
Together with the Personnel Committee and the Board
of Management, the Supervisory Board ensures that
long-term successor planning is in place. In their assess-
ment
of candidates for a post on the Board of Manage-
ment, the underlying criteria applied by the Supervisory
Board for determining the suitability of candidates
are their expertise in the relevant area of board
respon-
sibility, outstanding leadership qualities, a
proven
track record and a profound understanding of the
BMW Group’s business. The Supervisory Board
takes
diversity into account when assessing, on balance,
which individual will best compliment the Board of
Management as a representative body of the company.
“Diversity” in the context of the decision process is
under stood by the Supervisory Board to encompass dif-
ferent, complementary individual profiles, work and life
experiences, at both a national and international level,
as well as appropriate representation of both genders.
When making new appointments, the aim of the Super-
visory Board in the medium and long term is to achieve
an appropriate representation of women on the Board
of Management of BMW AG. The Board of Management
reports accordingly to the Personnel Committee – at
regular intervals and, on request, prior to personnel de-
cisions being taken by the Supervisory Board – on the
proportion of, and changes in, management positions
held by women, in particular below senior executive level
and at uppermost management level. When actually
selecting an individual for a post on the Management
Board, the Supervisory Board decides in the best interests
of the company and after taking account of all relevant
circumstances.
The Supervisory Board holds a minimum of two meetings
per calendar year. Normally, five plenary meetings are
held per calendar year, as was the case in 2011. One
meeting each year is planned to cover a number of days
and is used, amongst other things, to enable an in-depth
exchange on strategic and technological matters. The
main emphases of meetings in 2011 are described in the
Report of the Supervisory Board (page 7 et seq.).
In line with the suggestion contained in the German
Corporate Governance Code, the shareholder repre-
sentatives and employee representatives prepare the
Supervisory Board meetings separately and, if neces-
sary,
together with members of the Board of Manage-
ment.
The Chairman of the Supervisory Board coordinates
work within the Supervisory Board, chairs its meetings,
handles the external affairs of the Supervisory Board
and represents it in its dealings with the Board of
Management.
The Supervisory Board is quorate if all members have
been invited to the meeting and at least half of its mem-
bers participate in the vote on a particular resolution.
A resolution relating to an agenda item not included in
the invitation is only valid if none of the members of
the
Supervisory Board who were not present at the
meeting object to the resolution and a minimum of two-
thirds of the members are present.
As a basic rule, resolutions are passed by the Super-
visory Board by simple majority. The German
Co-
determination Act contains specific requirements with
regard to majority voting and technical procedures, par-
ticularly with regard to the appointment and revocation
of appointment of management board members and
the election of a supervisory board chairman or deputy
chairman. In the event of a tied vote in the Supervisory
Board, the Chairman of the Supervisory Board has
two
votes in a renewed vote, even if this also results in a
tied vote.
In practice, resolutions are taken by the Supervisory Board
and its committees at the relevant meetings. A Super-
visory Board member who is not present at a meeting
can have his / her vote cast by another Supervisory Board
member if an appropriate request has been made in
writing, by fax or in electronic form. This rule also applies
to the casting of the second vote by the Chairman of the
Supervisory Board. The Chairman of the Supervisory
Board can also accept the retrospective casting of votes
by any members not present at a meeting if this is done
within the time limit previously set. In special cases,
resolutions may also be taken outside of meetings, i. e. in
writing, by fax or by electronic means. Minutes are taken
of each meeting and any resolutions made are signed by
the Chairman of the Supervisory Board.