BMW 2013 Annual Report Download - page 166

166
166 STATEMENT ON
CORPORATE GOVERNANCE
(Part of Management Report)
166 Information on the Company’s
Governing Constitution
167 Declaration of the Board of
Management and of the
Supervisory
Board pursuant to
§ 161 AktG
168 Members of the Board of
Management
169
Members of the Supervisory
Board
172 Work Procedures of the
Board of Management
174 Work Procedures of the
Supervisory Board
179 Information on Corporate
Governance Practices
180 Compliance in the BMW Group
185 Compensation Report
STATEMENT ON CORPORATE GOVERNANCE
Good corporate governance – acting in accordance with
the principles of responsible management aimed at
in-
creasing the value of the business on a sustainable basis –
is an essential requirement for the BMW Group
em-
bracing all areas of the business. Corporate culture within
the BMW Group is founded on transparent reporting
and internal communication, a policy of corporate
governance
aimed at the interests of stakeholders, fair
and open dealings between the Board of Management,
the Supervisory Board and employees and compliance
with the law. The Board of Management reports in this
declaration, also on behalf of the Supervisory Board,
on important aspects of corporate governance pursuant
to § 289 a HGB and section 3.10 of the German Corporate
Governance Code (GCGC).
Information on the Company’s Governing Constitution
The designation “BMW Group” comprises Bayerische
Motoren Werke Aktiengesellschaft (BMW AG) and its
group entities. BMW AG is a stock corporation (Aktien-
gesellschaft) based on the German Stock Corporation
Act (Aktiengesetz) and has its registered office in
Munich,
Germany. It has three representative bodies:
the Annual General Meeting, the Supervisory Board
and the Board of Management. The duties and authori-
ties of those bodies derive from the Stock Corporation
Act and the Articles of Incorporation of BMW AG.
Shareholders, as the owners of the business, exercise
their rights at the Annual General Meeting. The Annual
General Meeting also provides an opportunity to
shareholders
to engage in dialogue with the Board of
Management and the Supervisory Board. The Annual
General Meeting decides in particular on the utilisation
of unappropriated profit, the ratification of the acts
of the members of the Board of Management and of the
Supervisory Board, the appointment of the external
auditor, changes to the Articles of Incorporation, speci-
fied capital measures and elects the shareholders’
re-
presentatives to the Supervisory Board. The Board of
Management manages the enterprise under its own
responsibility. Within this framework, it is monitored
and advised by the Supervisory Board. The Supervisory
Board appoints the members of the Board of Manage-
ment and can, at any time, revoke an appointment if
there is an important reason. The Board of Management
keeps the Supervisory Board informed of all signifi-
cant matters regularly, promptly and comprehensively,
following the principles of conscientious and faithful
accountability and in accordance with prevailing law
and the reporting duties allocated to it by the Supervisory
Board. The Board of Management requires the approval
of the Supervisory Board for certain major transactions.
The Supervisory Board is not, however, authorised to
undertake management measures itself.
In accordance with the requirements of the German
Co-determination Act for companies that generally em-
ploy more than 20,000 people, the Supervisory Board
of BMW AG is required to comprise ten shareholder
representatives elected at the Annual General Meeting
(Supervisory Board members representing equity or
shareholders) and ten employees elected in accordance
with the provisions of the Co-determination Act (Super-
visory
Board members representing employees). The
ten Supervisory Board members representing employees
comprise seven Company employees, including one
executive staff representative, and three members elected
following nomination by unions.
The close interaction between the Board of Management
and the Supervisory Board in the interests of the
enter-
prise as described above is also known as a “two-tier
board
structure”.
Declaration of Compliance and the BMW Group
Corporate Governance Code
Management and supervisory boards of companies listed
in Germany are required by law (§ 161 German Stock
Corporation Act) to report once a year whether the offi-
cially published and relevant recommendations issued
by the “German Government Corporate Governance
Code Commission”, as valid at the date of the declara-
tion,
have been, and are being, complied with. Com-
panies affected are also required to state which of the
recommendations of the Code have not been or are not
being applied, stating the reason or reasons. The full
text of the declaration, together with explanatory com-
ments, is shown on the following page of this Annual
Report.
The Board of Management and the Supervisory Board
approved the Group’s own Corporate Governance Code
based on the GCGC in previous years in order to pro-
vide interested parties with a comprehensive and stand-
alone document covering the corporate governance
practices applied by the BMW Group. A coordinator
responsible for all corporate governance issues reports
directly and on a regular basis to the Board of Manage-
ment and Supervisory Board.
The Corporate Governance Code for the BMW Group,
together with the Declaration of Compliance, Articles
of Incorporation and other information, can be viewed
and / or downloaded from the BMW Group’s website at
www.bmwgroup.com/ir under the menu items “Corpo-
rate Facts” and “Corporate Governance”.