BMW 2011 Annual Report Download - page 173

173 STATEMENT ON CORPORATE GOVERNANCE
3. Other
Apart from vehicle lease contracts entered into on cus-
tomary market conditions, no advances and loans were
granted by the Company to members of the Board of
Management and the Supervisory Board, nor were any
contingent liabilities entered into on their behalf.
Reportable securities transactions
(Directors’ Dealings)
Pursuant to § 15 a of the German Securities Trading Act
(WpHG), members of the Board of Management and
the Supervisory Board and any persons related to those
members are required to give notice to BMW AG and
the Federal Agency for the Supervision of Financial Ser-
vices of transactions with BMW stock or related finan-
cial instruments if the total sum of such transactions ex-
ceeds an amount of € 5,000 during any given calendar
year. All transactions notified to BMW AG are disclosed
on its website at www.bmwgroup.com /ir and in its
Annual Document pursuant to § 10 (1) of the German
Securities Prospectus Act. No notifications of transac-
tions pursuant to § 15 a WpHG were made to the Com-
pany during the financial year 2011.
Shareholdings of members of the Board of Management
and the Supervisory Board
The members of the Supervisory Board of BMW AG
hold in total 27.65 % (2010: 27.66 %) of the Company’s
shares of common and preferred stock, of which
16.09 % (2010: 16.10 %) relates to Stefan Quandt, Bad
Homburg v. d. H. and 11.56 % (2010: 11.56 %) to
Susanne Klatten, Munich. The shareholding of the
members of the Board of Management totals less than
1 % of the issued shares.
Share-based remuneration programme for employees
and Board of Management members
Two share-based remuneration programme were in
place at BMW AG during the year under report, namely
the
Employee Share Scheme under which entitled em-
ployees
of BMW AG have been able to participate in
the
enterprise’s success since 1989 and the share-based
commitments to Board of Management members starting
in 2011 (for further information see also page 168
within
the Compensation Report and note 17 to the
Group Finan cial Statements).
In 2011 employees were able under the terms of the
Employee Share Scheme to acquire packages of between
five and 20 shares of non-voting preferred stock
with a
discount of € 12.50 per share compared to the market
price (average closing price in Xetra trading during the
period from 7 November to 10 November 2011). All
employees of BMW AG and its wholly owned German
subsidiaries (if agreed to by the directors of those entities)
were entitled to participate in the scheme. Employees
were required to have been in an uninterrupted employ-
ment
relationship with BMW AG or the relevant sub-
sidiary for at least one year at the date on which the
allocation for the year was announced. Shares of pre-
ferred
stock acquired in conjunction with the Employee
Share programme are subject to a vesting period of four
years, starting from 1 January of the year in which the
shares were acquired. A total of 408,140 (2010: 499,590)
shares of preferred stock were acquired by employees
under the scheme in 2011; 407,960 (2010: 498,050) of
these shares were drawn from the Authorised Capital
2009, the remainder were bought back via the stock
ex-
change. Every year the Board of Management of BMW AG
decides whether the scheme is to be continued. Further
information is provided in notes 17 and 30 to the Group
Financial Statements.
Information on corporate governance practices applied
beyond mandatory requirements
Core principles
Within the BMW Group, the Board of Management,
the
Supervisory Board and the employees base their
actions on twelve core principles which are the corner-
stone of the success of the BMW Group:
Customer focus
The success of our Company is determined by our cus-
tomers. They are at the heart of everything we do.
The results of all our activities must be valued in terms
of the benefits they will generate for our customers.
Peak performance
We aim to be the best – a challenge to which all of us must
rise. Each and every employee must be prepared to de-
liver peak performance. We strive to be among the elite,
but without being arrogant. It is the Company and its
products that count – and nothing else.
Responsibility
Every BMW Group employee has the personal responsi-
bility for the Company’s success. When working in a
team, each employee must assume personal responsi-
bility for his or her actions. We are fully aware that
we are working to achieve the Company’s goals. For this
reason, we work together in the best interests of the
Company .
Effectiveness
The only results that count for the Company are those
which have a sustainable impact. In assessing leadership,