BMW 2011 Annual Report Download - page 164

164
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 of the Supervisory Board
The Supervisory Board must be composed in such a way
that its members as a group possess the knowledge,
skills and experience required to properly complete its
tasks. To this end, a resolution has been passed by
BMW AG’s Supervisory Board specifying the following
concrete objectives regarding its composition:
–
At least four of the members of the Supervisory Board
should have international experience or specialist
knowledge with regard to one or more of the non-
German markets important to the Company.
– If possible, the Supervisory Board should include seven
members who have acquired in-depth knowledge and
experience from within the
Company . The Supervisory
Board should not, however, include more than two for-
mer members of the Board of Management.
– At least three of the shareholder representatives in the
Supervisory Board should be entrepreneurs or persons
who have already gained experience in the manage-
ment or supervision of another medium-sized or large
company.
–
Ideally, three members of the Supervisory Board should
b
e figures from the worlds of business, science or re-
search who have gained experience in areas relevant
to the BMW Group – e. g. chemistry, energy supply,
information technology, or who have acquired spe-
cialist
knowledge in subjects relevant for the future
of the
BMW Group e. g. customer requirements, mo-
bility, resources and sustainability.
– When seeking suitably qualified individuals for the
Supervisory Board whose specialist skills and leader-
ship qualities are most likely to strengthen the Board
as a whole, consideration should also be given to di-
versity. When preparing nominations, the extent to
which the work of the Supervisory Board would bene-
fit from diversified professional and personal back-
grounds (including international aspects) and from
an appropriate representation of both genders should
also be taken into account. In view of the proportion
of women in the workforce of BMW AG (31 December
2011: 13.5 %), the Supervisory Board is of the opinion
that the current proportion of three female members
out of a total of 20 members (15 %) is satisfactory as
far as gender mix is concerned, but that an increase
would be desirable. If possible, the selection process
in the near future will therefore be carried out with
the aim of having four female members (20 %) by the
Annual General Meeting in 2015.
– The Supervisory Board should have at least seven
independent members, two of whom must be inde-
pendent individuals with expert knowledge of ac-
counting or auditing.
– No persons carrying out directorship functions or
advisory tasks for important competitors of the Com-
pany may belong to the Supervisory Board. In
com-
pliance with prevailing legislation, the members
of the Supervisory Board will strive to ensure that no
persons will be nominated for election with whom
a serious conflict of interest could arise (other than
temporarily) due to other activities and functions car-
ried out by them outside the BMW Group; this in-
cludes in particular advisory activities or directorships
with customers, suppliers, creditors or other business
partners.
– As a general rule, the age limit for membership of the
Supervisory Board should be set at 70 years. In
ex-
ceptional cases, members may be allowed to remain on
the Board up until the Annual General Meeting fol-
lowing their 73rd birthday in order to fulfil legal
requirements or to facilitate smooth succession in the
case of persons with key roles or specialist qualifica-
tions.
The time schedule set by the Supervisory Board for
achieving the above-mentioned composition targets is
the Annual General Meeting in 2015, by which time
elections will have taken place for all positions on the
Supervisory Board.
Future proposals for nomination made by the Supervi-
sory Board at the Annual General Meeting – insofar as
they apply to shareholder Supervisory Board mem-
bers – should take account of these objectives in
such a
way that they can be achieved with the support
of the
appropriate resolutions at the Annual General Meeting.
The Annual General Meeting is not bound by nomina-
tions for election proposed by the Supervisory Board.
The freedom of employees to vote for the employee
members of the Supervisory Board is also protected (for
information on the legal conditions relating to the com-
position of the Supervisory Board please refer to page
164). Under the procedural rules stipulated by the Ger-
man Co-Determination Act, the Supervisory Board
does not have the right to nominate employee repre-
sentatives for election. The objectives which the Super-
visory Board has set itself with regard to its composition
are therefore not intended to be instructions to those
entitled to vote or restrictions on their freedom to vote.
More to the point, they reflect the composition which
the current Supervisory Board believes should be
striven for in future by those entitled to nominate and
elect board members, in view of the advisory and super-
visory needs of BMW AG’s Supervisory Board.
Apart from the desired increase in the number of fe-
male Supervisory Board members, the present compo-
sition of the Supervisory Board (see page 155 et seq.)
fulfils the composition objectives detailed above.