BMW 2015 Annual Report Download - page 168

168
STATEMENT ON CORPORATE GOVERNANCE
Good corporate governance – acting in accordance with
the principles of responsible management aimed at
in-
creasing the value of the business on a sustainable basis –
is an essential requirement for the BMW Group
em-
bracing all areas of the business. Corporate culture within
the BMW Group is founded on transparent reporting and
internal communication, a policy of corporate governance
aimed at the interests of stakeholders, fair and open
dealings between the Board of Management and the
Supervisory Board as well as among employees and
compliance with the law. The Board of Management and
Supervisory Board report in this statement on important
aspects of corporate governance pursuant to § 289 a HGB
and section 3.10 of the German Corporate Governance
Code (GCGC).
Information on the Company’s Governing Constitution
The designation “BMW Group” comprises Bayerische
Motoren Werke Aktiengesellschaft (BMW AG) and its
group entities. BMW AG is a stock corporation (Aktien-
gesellschaft) based on the German Stock Corporation
Act (Aktiengesetz) and has its registered office in
Munich,
Germany. It has three representative bodies:
the Annual General Meeting, the Supervisory Board
and the Board of Management. The duties and authori-
ties of those bodies derive from the Stock Corporation
Act and the Articles of Incorporation of BMW AG.
Shareholders, as the owners of the business, exercise
their rights at the Annual General Meeting. The Annual
General Meeting decides in particular on the utilisation
of unappropriated profit, the ratification of the acts
of the members of the Board of Management and of the
Supervisory Board, the appointment of the external
auditor, changes to the Articles of Incorporation, speci-
fied capital measures and elects the shareholders’
representatives to the Supervisory Board. The Board of
Management manages the enterprise under its own
responsibility. Within this framework, it is monitored
and advised by the Supervisory Board. The Supervisory
Board appoints the members of the Board of
Manage-
ment and can, at any time, revoke an appointment if
there is an important reason. The Board of Manage-
ment keeps the Supervisory Board informed of all sig-
nificant matters regularly, promptly and comprehen-
sively, following the principles of conscientious and
faithful accountability and in accordance with prevailing
law and the reporting duties allocated to it by the Super-
visory
Board. The Board of Management requires
the approval of the Supervisory Board for certain major
transactions. The Supervisory Board is not, however,
authorised to undertake management measures itself.
In accordance with the requirements of the German
Co-determination Act for companies that generally em-
ploy more than 20,000 people, the Supervisory Board
of BMW AG is required to comprise ten shareholder
representatives elected at the Annual General Meeting
(Supervisory Board members representing equity or
shareholders) and ten employees elected in accordance
with the provisions of the Co-determination Act (Super-
visory
Board members representing employees). The
ten Supervisory Board members representing employees
comprise seven Company employees, including one
executive staff representative, and three members elected
following nomination by unions.
The close interaction between Board of Management
and Supervisory Board in the interests of the
enterprise
as described above is also known as a “two-tier board
structure”.
Declaration of Compliance and the BMW Group
Corporate Governance Code
Management and supervisory boards of companies listed
in Germany are required by law (§ 161 German Stock
Corporation Act) to report once a year whether the offi-
cially published and relevant recommendations issued
by the “Government Commission on the German Cor-
porate
Governance Code”, as valid at the date of the
declaration,
have been, and are being, complied with.
Com panies affected are also required to state which of
the recommendations of the Code have not been or
are
not being applied, stating the reason or reasons. The
full text of the declaration, together with explanatory
comments, is shown on the following page of this Annual
Report.
The Board of Management and the Supervisory Board
approved the Group’s own Corporate Governance Code
based on the GCGC in previous years in order to pro-
vide interested parties with a comprehensive and stand-
alone document covering the corporate governance
practices applied by the BMW Group. A coordinator
responsible for all corporate governance issues reports
directly and on a regular basis to the Board of Manage-
ment and Supervisory Board.
The Corporate Governance Code for the BMW Group,
together with the Declaration of Compliance, Articles
of Incorporation and other information, can be viewed
and / or downloaded from the BMW Group’s website at
www.bmwgroup.com/ir under the menu items “Facts
about the BMW Group” and “Corporate Governance”.
168 STATEMENT ON
CORPORATE GOVERNANCE
(Part of Management Report)
168 Information on the Company’s
Governing Constitution
169 Declaration of the Board of
Management and of the
Supervisory Board pursuant to
§ 161 AktG
170 Members of the Board of
Management
171
Members of the Supervisory
Board
174 Work Procedures of the
Board of Management
176 Work Procedures of the
Supervisory Board
181 Disclosures pursuant to the Act
on Equal Gender Participation
182 Information on Corporate
Governance Practices
184 Compliance in the BMW Group
188 Compensation Report