BMW 2013 Annual Report Download - page 176

176
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
the resolutions of the committees and the Presiding
Board, and signed by the person chairing the particular
meeting. This person also represents the committee in
any dealings it may have with the Board of Management
or third parties.
Members of the Supervisory Board may not delegate their
duties. The Supervisory Board, the Presiding Board
and committees may call on experts and other suitably
informed persons to attend meetings to give advice on
specific matters.
The Supervisory Board, the Presiding Board and the
committees also meet without the Board of Management
if necessary.
BMW AG ensures that the Supervisory Board and its
committees are sufficiently equipped to carry out their
duties. This includes the services provided by a cen-
tralised
secretariat to support the chairmen in coordi-
nating
the work of the Supervisory Board.
In accordance with the relevant terms of reference, the
Presiding Board comprises the Chairman of the Super-
visory Board and board deputies. The Presiding Board
prepares Supervisory Board meetings to the extent that
the subject matter to be discussed does not fall within
the remit of a committee. This includes, for example,
preparing the annual Declaration of Compliance with
the German Corporate Governance Code and the Super-
visory
Board’s efficiency examination.
The Personnel Committee prepares the decisions of the
Supervisory Board with regard to the appointment and
revocation of appointment of members of the Board
of Management and, together with the full Supervisory
Board and the Board of Management, ensures that long-
term successor planning is in place. The Personnel
Committee also prepares the decisions of the
Super-
visory Board with regard to the Board of Management’s
compensation and the Supervisory Board’s regular
review of the Board of Management’s compensation
system. In conjunction with the resolutions taken by
the Supervisory Board regarding the compensation of
the Board of Management, the Personnel Committee
is responsible for drawing up, amending and revoking
service / employment contracts or, when necessary,
other relevant contracts with members of the Board of
Management. In specified cases, the Personnel Com-
mittee also has the authority to give the necessary ap-
proval for a particular transaction (instead of the Super-
visory Board). This includes loans to members of the
Board of Management or Supervisory Board, specified
contracts with members of the Supervisory Board (in
each case taking account of the consequences of related
party transactions), as well as other activities of mem-
bers of the Board of Management, including the accept-
ance of non-BMW Group supervisory board mandates.
The Audit Committee deals in particular with issues
relating to the supervision of the financial reporting
process, the effectiveness of the internal control system,
the risk management system, internal audit arrange-
ments and compliance. It also monitors the external
audit, auditor independence and any additional work
performed by the external auditor. It prepares the pro-
posal for the election of the external auditor at the An-
nual General Meeting, makes a recommendation re-
garding the election of the external auditor, issues the
audit engagement letter and agrees on points of audit
focus as well as the auditor’s fee. The Audit Committee
prepares the Supervisory Board’s resolution relating
to the Company and Group Financial Statements and
discusses interim reports with the Board of Manage-
ment before publication. The Audit Committee also
decides on the Supervisory Board’s agreement to use
the Authorised Capital 2009 (Article 4 no. 5 of the
Articles of Incorporation) and on amendments to the
Articles of
Incorporation which only affect its wording.
In line with the recommendations of the German Cor-
porate Governance Code, the Chairman of the Audit
Committee is independent and not a former Chairman
of the Board of Management and has specific know-how
and experience in applying financial reporting stand-
ards and internal control procedures. He also fulfils the
requirements of being an independent financial expert
as defined by § 100 (5) and § 107 (4) AktG.
The Nomination Committee is charged with the task
of
finding suitable candidates for election to the Super-
visory Board (as shareholder representatives) and for
inclusion in the Supervisory Board’s proposals for elec-
tion at the Annual General Meeting. In line with the
recommendations of the German Corporate Governance
Code, the Nomination Committee comprises only share-
holder representatives.
The establishment and composition of a mediation
committee are required by the German Co-determina-
tion Act. The Mediation Committee has the task of
making proposals to the Supervisory Board if a resolu-
tion for the appointment of a member of the Board of
Management has not been carried by the necessary
two-thirds majority of members’ votes. In accordance
with statutory requirements, the Mediation Commit-
tee comprises the Chairman and the Deputy Chairman
of the Supervisory Board and one member each se-
lected by shareholder representatives and employee
representatives.