BMW 2012 Annual Report Download - page 169

169 STATEMENT ON CORPORATE GOVERNANCE
such as communication measures, training and possible
monitoring – are implemented to manage compliance
risks. The Business Relations Compliance programme
was introduced in selected pilot markets in 2012 and, over
the coming years, will be rolled out successively
through-
out the BMW Group’s worldwide sales organisation.
Compliance is also an important factor in terms of safe-
guarding the future of the BMW Group’s workforce.
With this in mind, the Board of Management and the
national and international employee representative
bodies of the BMW Group signed a set of Joint Principles
for Lawful Conduct in 2009. In doing so, all parties in-
volved gave a commitment to the principles contained
in the BMW Group Legal Compliance Code and to trust-
ful cooperation in all matters relating to compliance.
Employee representatives are therefore regularly involved
in the process of developing compliance systems within
the BMW Group.
In the interest of investor protection and in order to
ensure that the BMW Group complies with regulations
relating to potential insider information, as early as
1994 the Board of Management appointed an Ad-hoc
Committee consisting of representatives of various
specialist departments and whose members examine
the relevance of issues for ad-hoc disclosure purposes.
All persons working on behalf of the enterprise who
have access to insider information in accordance with
existing rules have been, and continue to be, included
in a corresponding, regularly updated list and informed
of the duties arising from insider rules.
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
exceeds an amount of € 5,000 during any given calendar
year. BMW AG gives notice of any transaction reported
to it on its website at www.bmwgroup.com/ir and in its
Annual Document pursuant to § 10 (1) of the German
Securities Prospectus Act. No securities transactions
pursuant to § 15 a WpHG were notified to the Company
during the 2012 financial year. The acquisition of finan-
cial instruments based on employment contracts or as
a compensation component is excepted from the report-
ing requirement pursuant to § 15 a WpHG.
Shareholdings of members of the Board of Manage-
ment and the Supervisory Board
The members of the Supervisory Board of BMW AG hold
in total 27.63 % of the Company’s shares of common
and preferred stock (2011: 27.65 %), of which 16.08 %
(2011: 16.09 %) relates to Stefan Quandt, Bad Homburg
v. d. H. and 11.55 % (2011: 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 schemes for employees and
Board of Management members
Three share-based remuneration schemes were in place
at BMW AG during the year under report, namely the
Employee Share Scheme (under which entitled employees
of BMW AG participate in the enterprise’s success),
share-based commitments to members of the Board of
Management members and share-based commitments
to department heads (see also page 171 of the Com-
pensation Report and note 18 to the Group Financial
Statements).
As in the previous year, employees were able in 2012
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 8 Novem-
ber to 14 November 2012: € 43.95). 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 employment
relationship with BMW AG or the relevant subsidiary
for at least one year at the date on which the allocation
for the year was announced. Shares of preferred stock
acquired in conjunction with the Employee Share Scheme
are subject to a vesting period of four years, starting
from 1 January of the year in which the employees
ac-
quired the shares. In total, 422,905 (2011: 408,140) shares
of preferred stock were issued to employees in 2012,
with 422,845 (2011: 407,960) drawn from the Authorised
Capital 2009 and the remainder bought back via the
stock exchange. Every year the Board of Management of
BMW AG decides whether the scheme is to be contin-
ued. Further information is provided in notes 18 and 33
to the Group Financial Statements.