BMW 2011 Annual Report Download - page 161

161 STATEMENT ON CORPORATE GOVERNANCE
After its meetings, the Supervisory Board is generally
provided information on new vehicle models in the
form of a short presentation.
Following the election of a new Supervisory Board
member, the BMW Corporate Governance Officer in-
forms
the new member of the principal issues affecting
his or her duties – in particular those enshrined in the
BMW Group Corporate Governance Code – including
the duty to cooperate when a transaction or event trig-
gers reporting requirements or is subject to the approval
of the Supervisory Board. New Supervisory Board
members are also given the opportunity to become
better acquainted with the business outside of Super-
visory Board meetings by means of an information pro-
gramme.
All members of the Supervisory Board of BMW AG are
required to ensure that they have sufficient time to
perform their mandate. If members of the Supervisory
Board of BMW AG are also members of the
manage-
ment board of a listed company, they may not accept
more than a total of three mandates on non-BMW
Group supervisory boards of listed companies or in
other bodies with comparable requirements.
The Supervisory Board examines the efficiency of its
activities on a regular basis. Joint discussions are also
held at plenum meetings, prepared on the basis of a
questionnaire previously devised by and distributed to
the members of the Supervisory Board. The Chairman
of the Supervisory Board is open to suggestions for im-
provement at all times.
Each member of the Supervisory Board of BMW AG is
bound to act in the enterprise’s best interests. Members
of the Supervisory Board may not pursue personal in-
terests in their decisions or take advantage of business
opportunities intended for the benefit of the enterprise.
Members of the Supervisory Board are obliged to in-
form the full Supervisory Board of any conflicts of inter-
est which may result from a consultant or directorship
function with clients, suppliers, lenders or other busi-
ness partners, enabling the Supervisory Board to report
to the shareholders at the Annual General Meeting on
how it has dealt with such issues. Material conflicts of
interest and those which are not merely temporary in
nature result in the termination of the mandate of the
relevant Supervisory Board member.
With regard to nominations for the election of members
of the Supervisory Board, care is taken that the Super-
visory Board in its entirety has the required knowledge,
skills and expert experience to perform its tasks in a
proper manner.
The Supervisory Board has set out specific targets for
its own composition. Further information about these
objectives and their implementation status can be found
on page 164.
The members of the Supervisory Board are responsible
for undertaking appropriate basic and further training
measures such as these may be necessary to carry out
the tasks assigned to them. The Company provides
appropriate assistance to members of the Supervisory
Board in this respect.
The ability of the Supervisory Board to supervise and
advise the Board of Management independently is also
assisted by the fact that the Supervisory Board of BMW AG
is required, based on its own assessment, to have a suffi-
cient number of independent members. Prof. Dr.-Ing.
Dr. h. c. Dr.-Ing. E. h. Joachim Milberg is the only person
on the Supervisory Board to have previously served on the
Board of Management, of which he ceased to be a mem-
ber in 2002. Supervisory Board members do not exercise
directorships or similar positions or undertake advisory
tasks for important competitors of the BMW Group.
Taking into account the specific circumstances of the
BMW Group and the number of board members, the
Supervisory Board has set up a Presiding Board and
four committees, namely the Personnel Committee, the
Audit Committee, the Nomination Committee and the
Mediation Committee (see overview on page 163). Such
committees serve to raise the efficiency of the Super-
visory Board’s work and facilitate the handling of
com-
plex issues. The establishment and function of a
me diation committee is prescribed by law. The person
chairing a committee reports in detail on its work at each
plenum meeting.
The composition of the Presiding Board and the various
committees is based on legal requirements, BMW AG’s
Articles of Incorporation, terms of reference and corpo-
rate governance principles. The expertise and technical
skills of its members are also taken into account.
According to the relevant terms of reference, the Chair-
man
of the Supervisory Board is, in this capacity, auto-
matically a member of the Presiding Board, the Personnel
Committee and the Nomination Committee, and also
chairs these committees.
The number of meetings held by the Presiding Board and
the committees depends on current requirements. The
Presiding Board, the Personnel Committee and the Audit
Committee normally hold several meetings in the course
of the year (further information regarding the number
of meetings held in 2011 can be found on page 163 and in
the Report of the Supervisory Board, page 7 et seq.).