BMW 2012 Annual Report Download - page 9

After concluding the Annual Strategy Review, the second part of the meeting included an in-depth
discussion of the Long-term Business Forecast drawn up by the Board of Management for the years from
2013 to 2018 and, after thorough examination, we gave the required approval. The Board of Manage-
ment elucidated changes in sales and financing volumes compared with the previous year’s forecast and
also explained the potential impact of volume and earnings risks associated with specific scenarios.
We encouraged the Board of Management in its strategy of maintaining flexibility in terms of cost
planning.
We also thoroughly examined the Annual Budget presented by the Board of Management in November
2012 for the financial year 2013 and discussed the impact of potential economic developments.
We concurred with the decision of the Board of Management to raise the share capital of the Company in
accordance with Article 4 no. 5 of the Articles of Incorporation (Authorised Capital 2009) by € 422,845 and
to issue a corresponding number of new non-voting bearer shares of preferred stock, each with a par value
of € 1, at favourable conditions to employees.
The Board of Management and Supervisory Board jointly examined corporate governance within the
BMW Group and issued a new Declaration of Compliance, the wording of which is included in the Corporate
Governance Report (page 153). The BMW Group currently complies with the recommendations of the Govern-
ment
Commission on the German Corporate Governance Code (code version dated 15 May 2012, “Code”)
published on 15 June 2012 with one exception, namely the revised recommendation on the structure of super-
visory board compensation contained in section 5.4.6 paragraph 2 sentence 2 of the Code (“If members of
the Supervisory Board are promised performance-related compensation, it shall be oriented toward sustain-
able growth of the enterprise”). In this context, and following preparatory work carried out by the Presiding
Board, we examined various models with the Board of Management with respect to the future compensation
of the Supervisory Board. A proposed change to the Articles of Incorporation will be put to the shareholders
at the 2013 Annual General Meeting.
With regard to its own composition, based on a detailed composition profile, the Supervisory Board de-
cided upon specific appointment goals in 2010, which are discussed in detail in the Corporate Governance
Report (page 164 et seq.). In 2012, in line with section 5.4.1 paragraph 2 of the Code, we set what we consider
to be an appropriate target for the number of independent members in the Supervisory Board (at least twelve
of which at least six should represent the shareholders). On the basis of a self-assessment of the full
Super-
visory Board and its individual members, we were able to conclude that the composition of the Supervisory
Board at 31 December 2012 meets that target. No conflicts of interest arose during the year under report on
the part of members of either the Supervisory Board or the Board of Management. Significant transactions
with Supervisory Board members and other related parties as defined by IAS 24, including close relatives
and intermediary entities, are scrutinised on a quarterly basis.
In conjunction with the joint examination of corporate governance, the Board of Management informed
us (both in the Personnel Committee and in the full Supervisory Board) of the progress made in
imple-
menting the BMW Group’s diversity concept, with its focus on gender, cultural background and age / experience.
In this context, we obtained information from the Board of Management with regard to the proportion of,
and changes in, management positions held by women, in particular at senior management level and at execu-
tive level below the Board of Management. We concluded that the Code’s requirements for the promotion of
diversity are also being complied with in terms of management functions, and concur with the Board of
Management that, in addition to the efforts to improve gender diversity, even more should be done to promote
cultural diversity and the international character of the workforce.
9 REPORT OF THE SUPERVISORY BOARD