BMW 2015 Annual Report Download - page 176

176
Composition and work procedures of the Supervisory
Board of BMW AG and its committees
BMW AG’s Supervisory Board, comprising ten share-
holder representatives (elected by the Annual General
Meeting) and ten employee representatives (elected in
accordance with the Co-Determination Act), has the
task of advising and supervising the Board of
Manage-
ment in its governance of the BMW Group. It is in-
volved
in all decisions of fundamental importance for
the BMW Group. The Supervisory Board appoints
the
members of the Board of Management and decides
upon the level of compensation they receive. The Super-
visory Board can revoke appointments for important
reasons.
Together with the Personnel Committee and the Board
of Management, the Supervisory Board ensures that
long-term successor planning is in place. In their assess-
ment of candidates for a post on the Board of Manage-
ment, the underlying criteria applied by the Supervisory
Board for determining the suitability of candidates are
their expertise in the relevant area of board responsi-
bility,
outstanding leadership qualities, a proven track
record, and an understanding of the BMW Group’s
business. The Supervisory Board takes diversity into ac-
count when assessing, on balance, which individual
would best complement the Board of Management, in
view of the fact that it is a representative body of the
Company. “Diversity” in the context of the decision-
making process is understood by the Supervisory Board
to encompass various complementary individual pro-
files, work and life experience at both national and in-
ternational level and also the appropriate representa-
tion of both genders. As its target for the proportion of
women on the Board of Management by 31 December
2016, the Supervisory Board has stipulated that the
Board of Management should continue to have at least
one female member. Assuming that the Board of
Management continues to comprise eight members,
this would correspond to a ratio of at least 12.5 %.
The Supervisory Board considers that it would be de-
sirable
to further increase the proportion of women on
the board, and therefore supports the Board of Manage-
ment’s current raft of measures aimed at increasing the
proportion of women at the highest executive manage-
men
t levels of the BMW Group. The Board of Manage-
ment reports to the Personnel Committee and the Super-
visory
Board at regular intervals on the proportion of,
and changes in, management positions held by women,
in particular within senior executive level and at upper-
most management level. When actually selecting an
individual for a post on the Board of Management, the
Supervisory Board decides in the best interest of the
Group and after amply considering all of the relevant
circumstances.
The Supervisory Board holds a minimum of two meet-
ings in each of the first and second six-month periods
of the calendar year. Normally, five plenary meetings
are held per calendar year. One meeting each year is
planned to cover a number of days and is used, among
other things, to enable an in-depth exchange on strategic
and technological matters. The main emphases of meet-
ings
in the period under report are described in the
Report of the Supervisory Board. As a general rule, the
shareholder representatives and employee representa-
tives prepare the Supervisory Board meetings separately
and, if necessary, together with members of the Board
of Management. In particular, members of the Super-
visory Board are legally bound to maintain secrecy with
respect to any confidential reports they receive and any
confidential discussions in which they partake.
The Chairman of the Supervisory Board coordinates
work within the Supervisory Board, chairs its meetings,
handles the external affairs of the Supervisory Board
and represents it in its dealings with the Board of
Management.
The Supervisory Board is quorate if all members have
been invited to the meeting and at least half of its mem-
bers participate in the vote on a particular resolution.
A resolution relating to an agenda item not included in
the invitation is only valid if none of the members of
the
Supervisory Board who were not present at the
meeting object to the resolution and if a minimum of
two-thirds of the members are present.
As a basic rule, resolutions are passed by the Super-
visory
Board by a simple majority. The German Co-
determination Act contains specific requirements with
regard to majority voting and technical procedures,
par-
ticularly with regard to the appointment and revoca-
tion
of the appointment of management board mem-
bers and the election of a supervisory board chairman
or deputy chairman. In the event of a tied vote in the
Supervisory Board, the Chairman of the Supervisory
Board has two votes in a renewed vote, assuming it also
results in a tie.
In practice, resolutions are taken by the Supervisory
Board and its committees at the relevant meetings. If a
Supervisory Board member is not present at a meeting,
that member can have his / her vote cast by another
Supervisory Board member, assuming an appropriate
request has been made in writing, by fax or in electronic
form. This rule also applies to the casting of the second
vote by the Chairman of the Supervisory Board. The
Chairman of the Supervisory Board can also accept the
retrospective casting of votes by any members not
present at a meeting if this is done within the time limit
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