BMW 2015 Annual Report Download - page 175

175 STATEMENT ON CORPORATE GOVERNANCE
member of the board responsible for Finance will
represent him.
Minutes are taken of all meetings and the Board of
Management’s resolutions and signed by the Chairman.
Decisions taken by the Board of Management are
binding for all employees.
The rules relating to meetings and resolutions taken
by the full Board of Management are also applicable for
its committees.
Members of the Board of Management not represented
in a committee are provided with the agendas and
minutes of committee meetings. Committee matters are
dealt with in full board meetings if the committee con-
siders it necessary or at the request of a member of the
Board of Management.
A secretariat for Board of Management matters has been
established to assist the Chairman and other board
members with the preparation and follow-up work con-
nected with board meetings.
At meetings of the Operations Committee (generally
held
every two weeks), decisions are reached in connec-
tion with automobile product projects, based on the
strategic orientation and decision framework stipulated
at Board of Management meetings. The Operations
Committee comprises the Board of Management mem-
ber responsible for Development (who also chairs the
meetings), together with the board members responsible
for the following areas: Purchases and Supplier Network;
Production; Sales and Marketing BMW, Sales Channels
BMW Group; and MINI, Motorcycles, Rolls-Royce,
Aftersales BMW Group. If the committee chairman is
not present or unable to attend a meeting, the member
of the board responsible for Production represents
him. Resolutions taken at meetings of the Operations
Committee are made online.
The full board usually convenes twice a year in its func-
tion as Sustainability Board in order to define strategy
with regard to sustainability and decide upon measures
to implement that strategy. The Head of Corporate
Affairs and the Representative for Sustainability and
Environmental Protection participate in these meetings
in an advisory capacity.
The Board’s Committee for Executive Management
Matters deals with enterprise-wide issues affecting ex-
ecutive managers of the BMW Group, either in their
entirety or individually (such as the executive manage-
ment structure, potential candidates for executive
management, nominations for or promotions to senior
management positions). This committee has, on the
one hand, an advisory and preparatory role (e. g.
making suggestions for promotions to the two remu-
neration groups below board level and preparing
decisions to be taken at board meetings with regard to
human resources principles with the emphasis on
executive management issues) and a decision-taking
function on the other (e. g. deciding on appointments
to senior management positions and promotions to
higher remuneration groups or the wording of human
resources principles decided on by the full board).
The Committee has two members who are entitled to
vote at meetings, namely the Chairman of the Board of
Management (who also chairs the meetings) and the
board member responsible for Human Resources. The
Head of “Human Resources Management and Services”
as well as the Head of “Human Resources Executive
Management” also participate in these meetings in an
advisory function. At the request of the Chairman,
resolutions may also be passed outside of committee
meetings by casting votes in writing, by fax or by tele-
phone if the other member entitled to vote does not ob-
ject immediately. The Committee for Executive Manage-
ment Matters convenes up to ten times a year.
The Board of Management is represented by its Chair-
man in its dealings with the Supervisory Board. The
Chairman of the Board of Management maintains
regular contact with the Chairman of the Supervisory
Board and keeps him informed of all important mat-
ters. The Supervisory Board has passed a resolution
specifying the information and reporting duties of the
Board of Management. As a general rule, in the case
of reports required by dint of law, the Board of Manage-
ment submits its reports to the Supervisory Board in
writing. To the extent possible, documents required as
a basis for taking decisions are sent to the members of
the Supervisory Board in good time before the relevant
meeting. Regarding transactions of fundamental im-
portance, the Supervisory Board has stipulated specific
transactions which require the approval of the Super-
visory Board. Whenever necessary, the Chairman of
the Board of Management obtains the approval of the
Supervisory Board and ensures that reporting duties
to the Supervisory Board are complied with. In order
to fulfil these tasks, the Chairman is supported by all
members of the Board of Management. The fundamen-
tal
principle followed when reporting to the Supervisory
Board is that the latter should be kept informed regu-
larly,
without delay and comprehensively of all signifi-
cant matters relating to planning, business performance,
risk exposures, risk management and compliance, as
well as any major variances between actual and budgeted
figures.