BMW 2012 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 Information on Corporate
Governance Practices
166 Compliance in the BMW Group
170 Compensation Report
Composition objectives 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, the Supervisory Board has formally
specified the following concrete objectives regarding
its composition, taking into account the recommenda-
tions
contained in the German Corporate Governance
Code:
–
At least four of the members of the Supervisory
Board should have international experience or spe-
cialist 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
knowl-
edge and experience from within the
Company.
The Supervisory Board should not, however, include
more than two former 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
management or supervision of another medium-sized
or large company.
–
Ideally, three members of the Supervisory Board
should be figures from the worlds of business, science
or research who have gained experience in areas
relevant to the BMW Group, e. g. chemistry, energy
supply, information technology, or who have acquired
specialist knowledge in subjects relevant for the fu-
ture of the BMW Group, e. g. customer requirements,
mobility, 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
diversity. When preparing nominations, the extent
to which the work of the Supervisory Board would
benefit from diversified professional and personal
backgrounds (including international aspects) and
from an appropriate representation of both genders
should also be taken into account. In view of the pro-
portion of women in the workforce at 31 December
2012 (BMW AG: 14.2 %; BMW Group 17.3 %), the
Supervisory Board is of the opinion that a propor-
tion of three female
members out of a total of twenty
members (15 %) is
satisfactory as far as gender mix
is concerned, but that an increase to at least four fe-
male members (20 %) would be desirable. The Super-
visory Board therefore considers it appropriate that
opportunities available in conjunction with selec-
tion
pro cedures through to the end of the ordinary
Annual
General Meeting in 2015 should be used to
maintain the current proportion of 20 % female
repre-
sentation. The Supervisory Board believes it is the
joint responsibility of all persons and groupings
participating in the nomination and election process
to ensure
that the Supervisory Board comprises an
appropriate number of qualified
women.
– At least twelve of the twenty members of the Super-
visory Board should be independent members within
the meaning of section 5.4.2 of the German Corpo-
rate Governance Code in the version dated 15 June
2012, including at least six members representing the
Company’s shareholders. Two independent members
in the Supervisory Board should have expert knowl-
edge of accounting or auditing.
– No persons carrying out directorship functions or ad-
visory tasks for important competitors of the BMW
Group 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
serious conflicts 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
exceptional cases, members may be allowed to remain
on the Board up until the end of the Annual General
Meeting following their 73rd birthday in order to
fulfil legal requirements or to facilitate smooth succes-
sion in the case of persons with key roles or specialist
qualifications.
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
Super visory Board at the Annual General
Meeting – insofar
as they apply to shareholder Super-
visory Board members – should take account of these
objectives in such a way that they can be achieved with
the support of the appropriate resolutions at the An-
nual General Meeting. The Annual General Meeting is
not bound by nominations for election proposed by the
Supervisory Board.
The freedom of employees to vote
for the employee members
of the Supervisory Board is
also protected. Under
the procedural rules stipulated
by the German
Co- Determination Act, the Supervisory
Board does not have
the right to nominate employee
representatives for
election. The objectives which the
Supervisory Board
has set itself with regard to its compo-
sition are therefore
not intended to be instructions to