BMW 2013 Annual Report Download - page 172

172
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
Composition and work procedures of the Board of
Management of BMW AG and its committees
The Board of Management governs the enterprise under
its own responsibility, acting in the interests of the BMW
Group with the aim of achieving sustainable growth
in value. The interests of shareholders, employees and
other stakeholders are also taken into account in the
pursuit of this aim.
The Board of Management determines the strategic
orientation of the enterprise, agrees upon it with the
Supervisory Board and ensures its implementation.
The Board of Management is responsible for ensuring
that all provisions of law and internal regulations are
complied with. Further details about compliance within
the BMW Group can be found in the “Corporate
Governance” section of the Annual Report. The Board
of Management is also responsible for ensuring that
appropriate risk management and risk controlling sys-
tems are in place throughout the Group.
During their period of employment for BMW AG, mem-
bers of the Board of Management are bound by a com-
prehensive non-competition clause. They are required
to act in the enterprise’s best interests and may not
pursue personal interests in their decisions or take ad-
vantage of business opportunities intended for the
enterprise. They may only undertake ancillary activities,
in particular supervisory board mandates outside
the BMW Group, with the approval of the Supervisory
Board’s Personnel Committee. Each member of the
Board of Management of BMW AG is obliged to disclose
conflicts of interest to the Supervisory Board without
delay and inform the other members of the Board of
Management accordingly.
Following the appointment of a new member to the
Board of Management, the BMW Corporate Governance
Officer informs the new member of the framework
conditions under which the board member’s duties are
to be carried out – in particular those enshrined in the
BMW Group’s Corporate Governance Code – as well
as
the duty to cooperate when a transaction or event
triggers reporting requirements or requires the approval
of the Supervisory Board.
The Board of Management consults and takes decisions
as a collegiate body in meetings of the Board of Manage-
ment, the Sustainability Board, the Operations
Com-
mittee and the Committee for Executive Management
Matters. At its meetings, the Board of Management
defines the overall framework for business strategies
and the use of resources, takes decisions regarding the
implementation of strategies and deals with issues of
particular importance to the BMW Group. The full board
also takes decisions at a basic policy level relating to
the Group’s automobile product strategies and product
projects inasmuch as these are relevant for all brands.
The Board of Management and its committees may, as
required and depending on the subject matters being
discussed, invite non-voting advisers to participate at
meetings.
Terms of reference approved by the Board of Manage-
ment contain a planned allocation of divisional respon-
sibilities between the individual board members. These
terms of reference also incorporate the principle that
the full Board of Management bears joint responsibility
for all matters of particular importance and scope. In
addition, members of the Board of Management man-
age the relevant portfolio of duties under their responsi-
bility, whereby case-by-case rules can be put in place
for cross-divisional projects. Board members continually
provide the Chairman of the Board of Management
with all information regarding major transactions and
developments within their area of responsibility. The
Chairman of the Board of Management coordinates
cross-divisional matters with the overall targets and plans
of the BMW Group, involving other board members to
the extent that divisions within their area of responsi-
bility are affected.
The Board of Management takes its decisions at meetings
generally held on a weekly basis which are convened,
coordinated and headed by the Chairman of the Board
of Management. At the request of the Chairman, de-
cisions can also be taken outside of board meetings if
none of the board members object to this procedure. A
meeting is quorate if all Board of Management members
are invited to the meeting in good time. Members unable
to attend any meeting are entitled to vote in writing,
by fax or by telephone. Votes cast by phone must be sub-
sequently confirmed in writing. Except in urgent cases,
matters relating to a division for which the responsible
board member is not present will only be discussed and
decided upon with that member’s consent.
Unless stipulated otherwise by law or in BMW AG’s
statutes, the Board of Management makes decisions on
the basis of a simple majority of votes cast at meetings.
Outside of board meetings, decisions are taken on
the basis of a simple majority of board members. In the
event of a tied vote, the Chairman of the Board of
Management has the casting vote. Any changes to the
board’s terms of reference must be passed unanimously.
A board meeting may only be held if more than half of
the board members are present.
In the event that the Chairman of the Board of Manage-
ment is not present or is unable to attend a meeting, the