BMW 2012 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 Information on Corporate
Governance Practices
166 Compliance in the BMW Group
170 Compensation Report
Composition and work procedures of the Supervisory
Board of BMW AG and its committees
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
appointments 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 responsi-
bility,
outstanding leadership qualities, a proven track
record and an understanding of the BMW Group’s busi-
ness.
The Supervisory Board takes diversity into ac-
count
when assessing, on balance, which individual will
best complement the Board of Management as a repre-
sentative body of the Company. “Diversity” in the con-
text of the decision process is understood by the Super-
visory Board to encompass different, complementary
individual profiles, work and life experiences, at both a
national and international level, as well as appropriate
representation of both genders. The Supervisory Board
strives to ensure appropriate female representation
on
the Board of Management. The Board of Management
reports accordingly to the Personnel Committee – at
regular intervals and, on request, prior to personnel
decisions 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 actu-
ally selecting an individual for a post on the Board of
Management, 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
meet-
ings in each of the first and second six-month periods
of the calendar year. Normally, five plenary meetings
are held per calendar year, as was the case in 2012. One
meeting each year is planned to cover a number of days
and is used, among other things, to enable an in-depth
exchange on strategic and technological matters. The
main emphases of meetings in 2012 are described in the
Report of the Supervisory Board.
As a general rule, the
shareholder representatives and employee representa-
tives prepare the Supervisory Board meetings sepa-
rately and, if necessary, together
with members of the
Board of Management.
The Chairman of the Supervisory Board coordinates
work within the Supervisory Board, chairs its meet-
ings,
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
members participate in the vote on a particular resolu-
tion. A resolution relating to an agenda item not in-
cluded
in the invitation is only valid if none of the mem-
bers
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-deter-
mination Act contains specific requirements with regard
to majority voting and technical procedures, particu-
larly 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
Supervisory Board member who is not present at a
meeting can have his / her vote cast by another Super-
visory 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 retrospec-
tive 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
elec-
tronic means. Minutes are taken of each meeting and
any resolutions made are signed by the Chairman of
the Supervisory Board.
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 mem-
ber, the BMW Corporate Governance Officer informs