BMW 2012 Annual Report Download - page 161

161 STATEMENT ON CORPORATE GOVERNANCE
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 triggers
reporting requirements or is subject to the approval of
the Supervisory Board. New Supervisory Board mem-
bers are also given the opportunity to become better ac-
quainted with the business outside of Supervisory Board
meetings by means of an information programme.
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 management
board of a listed company, they may not accept more
than a total of three mandates on non-BMW Group super-
visory
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
improvement 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 (see section “Composition targets for
the Supervisory Board”).
The members of the Supervisory Board are responsible
for undertaking appropriate basic and further training
measures such as that 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 is required,
based on its own assessment, to have an appropriate
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 of Supervisory
Board committees, meetings). Such committees serve
to raise the efficiency of the Supervisory Board’s work
and facilitate the handling of complex issues. The estab-
lishment and function of a mediation committee is pre-
scribed 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 (see Overview of Supervisory
Board committees, meetings for details of the number
of meetings held in 2012).
In line with the terms of reference for the activities of
the plenum, the Supervisory Board has also set terms of
reference for the Presiding Board and the various com-
mittees. The committees are only quorate if all members
are present. Resolutions taken by the committees are
passed by simple majority unless stipulated otherwise