BMW 2013 Annual Report Download - page 177

177 STATEMENT ON CORPORATE GOVERNANCE
Principal duties, Members Number Average
basis for activities of meetings attendance
2013
Presiding Board
– preparation of Supervisory Board meetings to the extent that the subject mat-
ter to be discussed does not fall within the remit of a committee
– activities based on terms of reference
Joachim Milberg1
Manfred Schoch
Stefan Quandt
Stefan Schmid
Karl-Ludwig Kley
495 %
Personnel Committee
– preparation of decisions relating to the appointment and revocation of appoint-
ment of members of the Board of Management, the compen sation and the
regular review of the Board of Management’s compensation system
– conclusion, amendment and revocation of employment contracts (in conjunc-
tion with the resolutions taken by the Supervisory Board regarding the com-
pensation of the Board of Management) and other contracts with members of
the Board of Management
– decisions relating to the approval of ancillary activities of Board of Manage ment
members, including acceptance of non-BMW Group supervisory mandates as
well as the approval of transactions requiring Supervisory Board approval by dint
of law (e. g. loans to Board of Management or Supervisory Board members)
– set up in accordance with the recommendation contained in the German
Corporate Governance Code, activities based on terms of reference
Joachim Milberg1
Manfred Schoch
Stefan Quandt
Stefan Schmid
Karl-Ludwig Kley
495 %
Audit Committee
– supervision of the financial reporting process, effectiveness of the internal
control system, risk management system, internal audit arrangements and
compliance
– supervision of external audit, in particular auditor independence and addi-
tional work performed by external auditor
– preparation of proposals for election of external auditor at Annual General Meet-
ing, engagement of external auditor and compliance of audit engagement, de-
termination of areas of audit emphasis and fee agreements with external auditor
– preparation of Supervisory Board’s resolution on Company and Group Finan-
cial Statements
– discussion of interim reports with Board of Management prior to publication
– decision on approval for utilisation of Authorised Capital 2009
– amendments to Articles of Incorporation only affecting wording
– establishment in accordance with the recommendation contained in the
German Corporate Governance Code, activities based on terms of reference
Karl-Ludwig Kley1, 2
Joachim Milberg
Manfred Schoch
Stefan Quandt
Stefan Schmid
4
plus
3 telephone
conferences
94 %
Nomination Committee
– identification of suitable candidates (male / female) as shareholder representa-
tives on the Supervisory Board to be put forward for inclusion in the Super-
visory Board’s proposals for election at the Annual General Meeting
– establishment in accordance with the recommendation contained in the
German Corporate Governance Code, activities based on terms of reference
Joachim Milberg1
Susanne Klatten
Karl-Ludwig Kley
Stefan Quandt
(In line with the recommendations of the
German Corporate Governance Code,
the Nomination Committee comprises
only shareholder representatives.)
287.5 %
Mediation Committee
– proposal to Supervisory Board if resolution for appointment of Board of
Management member has not been carried by the necessary two-thirds
majority of Supervisory Board members’ votes
– committee required by law
Joachim Milberg
Manfred Schoch
Stefan Quandt
Stefan Schmid
(In accordance with statutory require-
ments, the Mediation Committee
comprises the Chairman and Deputy
Chairman of the Supervisory Board and
one member each selected by share-
holder representatives and employee
representatives.)
– –
1 Chair.
2 Independent financial expert within the meaning of § 100 (5) AktG and § 107 (4) AktG.
Overview of Supervisory Board Committees, Meetings