BMW 2014 Annual Report Download - page 11

Testing performed during the year under report did not highlight any material ICS weaknesses which could
jeopardise the system’s effectiveness.
The Chairman of the BMW Group Compliance Committee reported to the Audit Committee on the con-
cept that has been developed to strengthen local compliance functions as well as on the current compliance
situation, which, as in the previous year, was deemed satisfactory overall. None of the information received
relating to potential non-compliance or actual incidences of non-compliance identified in specific cases gave
any indication of serious or systemic non-compliance with applicable requirements.
The Head of Group Internal Audit reported to us in the Audit Committee on the organisation of the Group
Internal Audit as the BMW Group’s “Third Line of Defence”, informed us of the significant findings of audits
conducted by Group Internal Audit, on both the industrial and financial services sides of the business, and
explained the main points of emphasis for planned audits.
We concurred in the Audit Committee with the decision of the Board of Management to raise the Com-
pany’s
share capital in accordance with § 4 (5) of the Articles of Incorporation (Authorised Capital 2014) by
€ 239,757 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 Personnel Committee convened six times during the financial year 2014. One major area of deliberation
was the future composition of the Board of Management, with particular regard to preparing for successor
decisions, including consideration of possible scenarios for the future change in the chair of the Board of
Management.
In preparation for the full Supervisory Board’s meetings, the Personnel Committee reviewed the structure
and appropriateness of Board of Management compensation and prepared the Supervisory Board’s decision
with respect to board members’ bonuses. In two cases we also gave our approval for one member of the
Board of Management to accept the mandate for membership of the supervisory board of a non-BMW Group
entity.
The Nomination Committee convened twice during the financial year 2014. At these meetings, we deliber-
ated on successor planning for mandates of the shareholders’ representatives on the Supervisory Board and
considered proposals for candidates for the Supervisory Board elections at the Annual General Meeting 2015,
taking the composition objectives stipulated for the Supervisory Board into due account.
The statutory Mediation Committee was not required to convene during the financial year 2014.
Generational change at head of Board of Management and Supervisory Board initiated The Supervisory
Board worked through a number of scenarios with respect to succession planning at the head of the Super-
visory Board and – together with the Chairman of the Board of Management, Dr Norbert Reithofer – assessed
the range of options available for selecting a new Chairman of the Board of Management. Various constella-
tions were examined, including the important issue of timing. We wanted to bring about a farsighted, timely
change in leadership in order to
strengthen the position of the BMW Group with a long-term perspective
for management. We shared the opinion of major shareholders that Dr Reithofer’s wealth of knowledge and
experience should be retained within the BMW Group and that the Supervisory Board would benefit greatly
from his playing a key role in its work.
The Supervisory Board therefore supports the proposal that Dr Norbert Reithofer be appointed to the
position of Chairman of the Supervisory Board – subject to his election to that board. After carefully con
sidering various scenarios, the conclusion was reached that a direct move by Dr Reithofer to the position of
11 REPORT OF THE SUPERVISORY BOARD