BMW 2012 Annual Report Download - page 153

153 STATEMENT ON CORPORATE GOVERNANCE
Declaration of the Board of Management and of the Supervisory Board of
Bayerische Motoren Werke Aktiengesellschaft with respect to the recommendations
of the “Government Commission on the German Corporate Governance Code”
pursuant to § 161 German Stock Corporation Act
The Board of Management and Supervisory Board of
Bayerische Motoren Werke Aktiengesellschaft (“BMW AG”)
declare the following regarding the recommendations of
the “Government Commission on the German Corporate
Governance Code”:
Since issuance of the last Declaration in December 2011,
BMW AG has complied with all of the recommenda-
tions
published officially on 2 July 2010 in the electronic
Federal Gazette (Code version dated 26 May 2010).
BMW AG will comply with all of the recommendations
published officially on 15 June 2012 in the electronic
Federal Gazette (Code version dated 15 May 2012), with
the exception of the amended recommendation contained
in section 5.4.6 paragraph 2 sentence 2 (“If members of
the Supervisory Board are promised performance-related
compensation, it shall be oriented toward sustainable
growth of the enterprise.”).
The Articles of Incorporation of BMW AG provide for the
members of the Supervisory Board to receive, in addi-
tion
to a fixed compensation component, a performance-
related compensation component which is subject to a
cap and which is based on earnings per share of common
stock in the past financial year. This regulation in the
Articles of Incorporation, which was resolved by the share-
holders
at the Annual General Meeting in 2008, complied
with the previous recommendation of the Government
Commission contained in section 5.4.6 paragraph 2 sen-
tence 1 (“Members of the Supervisory Board shall receive
fixed as well as performance-related compensation.”, Code
version dated 26 May 2010).
The Board of Management and Supervisory Board will sub-
mit
a proposal at the Annual General Meeting 2013 to
amend the Articles of Incorporation with a view to changing
the basis for Supervisory Board compensation. In line
with the Code’s revised recommendation on supervisory
board compensation, the performance-related compensa-
tion component will in future take more than one financial
year into account and will be oriented toward sustainable
growth of the enterprise.
Munich, December 2012
Bayerische Motoren Werke
Aktiengesellschaft
On behalf of the On behalf of the
Supervisory Board Board of Management
Prof. Dr.-Ing. Dr. h. c.
Dr.-Ing. E. h. Joachim Milberg
Chairman
Dr.-Ing. Dr.-Ing. E. h.
Norbert Reithofer
Chairman