BMW 2015 Annual Report Download - page 11

The Chairman of the BMW Group Compliance Committee reported to the Audit Committee 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 give any indication of serious or systematic non-compliance with applicable requirements.
Moreover, the Audit Committee requested and received information regarding the further expansion of the
BMW Group Compliance Organisation.
The Head of Group Internal Audit reported to the Audit Committee on significant findings of audits con-
ducted by Group Internal Audit on the industrial and financial services sides of the business. In addition,
he provided information on the main topics of planned audits in both areas.
The Audit Committee has already obtained detailed information regarding audit reforms within the EU,
particularly with respect to preparing the selection of the auditor.
The Audit Committee and Supervisory Board obtained an auditor’s assurance report regarding compliance
with regulatory requirements for off-market transactions made by BMW AG involving derivatives. The effec-
tiveness of the system that BMW AG currently employs to ensure compliance with regulatory requirements
was confirmed. With an addition to its procedural rules, the Supervisory Board transferred tasks related to
examinations of this type to the Audit Committee.
The Audit Committee concurred with the decision of the Board of Management to raise the Company’s
share capital in accordance with § 4 (5) of the Articles of Incorporation (Authorised Capital 2014) by € 309,860
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 four times during the financial year 2015. One of its tasks is to prepare
decisions relating to the composition of the Board of Management. In one case, the Personnel Committee
gave its approval for a member of the Board of Management to accept a mandate for membership of the
supervisory board of a non-BMW Group entity.
The Nomination Committee convened twice in 2015 to deliberate on successor planning for mandates of
the shareholders’ representatives and adopt recommendations for proposals for election at the 2015 and
2016 Annual General Meetings, taking the composition objectives stipulated by the Supervisory Board into
due account.
The statutory Mediation Committee was not required to convene during the financial year 2015.
Composition and organisation of the Board of Management After the Annual General Meeting held
on 13 May 2015, I resigned from the Board of Management as previously announced and Harald Krüger took
over as Chairman of the Board of Management. The Supervisory Board had previously appointed Oliver Zipse
as member of the Board of Management for the first time with effect from the end of the Annual General
Meeting. Mr Zipse has worked for the BMW Group since 1991, most recently as head of Group Planning and
Product Strategy. He took over responsibility for Production from Harald Krüger. In the financial year 2015,
the Supervisory Board resolved to extend the mandate of one Board of Management member.
Composition of the Supervisory Board, the Presiding Board and Supervisory Board Committees In
order to facilitate the generational change at the top of the Board of Management and the Supervisory Board,
which he both planned and personally supported, Professor Joachim Milberg resigned from the Supervisory
Board immediately after the 2015 Annual General Meeting. As previously announced, he will be playing a
leading role in the worldwide social engagement and philanthropic work of BMW AG, in particular as Chair-
man of the Board of Trustees of the BMW Foundation Herbert Quandt. Professor Milberg has faithfully served
and had a major influence on the BMW Group over a period of many years, beginning in 1993, first as
11 REPORT OF THE SUPERVISORY BOARD