BMW 2015 Annual Report Download - page 177

177 STATEMENT ON CORPORATE GOVERNANCE
previously set. In special cases, resolutions may also be
taken outside of meetings, i. e. in writing, by fax or by
electronic means. Minutes are taken of all resolutions
and meetings, which are then signed by the relevant
Chairman.
After its meetings, the Supervisory Board is generally
provided with information on new vehicle models in the
form of a short presentation.
Following the election of a new Supervisory Board mem-
ber, the Corporate Governance Officer informs the
new member of the principal issues affecting his or her
duties – in particular those enshrined in the BMW Group
Corporate Governance Code – including the duty to
cooperate when a transaction or event triggers reporting
requirements or is subject to the approval of the Super-
visory Board.
Members of the Supervisory Board of BMW AG are
re-
quired to ensure that they have sufficient time to perform
their mandate. If members of the Supervisory Board of
BMW AG are also members of the management board
of a listed company, they may not accept more than a to-
tal of three mandates on non-BMW Group supervisory
boards of listed companies or in other bodies with com-
parable requirements.
The Supervisory Board examines the efficiency of its
activities on a regular basis. Joint discussions are also
held at plenum meetings, prepared on the basis of a
questionnaire previously devised by and distributed to
the members of the Supervisory Board.
Each member of the Supervisory Board of BMW AG is
bound to act in the best interest of the organisation as
a whole. Members of the Supervisory Board may not
pursue personal interests in their decisions or take ad-
vantage of business opportunities intended to benefit
the BMW Group.
Members of the Supervisory Board are obliged to inform
the full Supervisory Board of any conflicts of interest
which may result from a consultant or directorship func-
tion with clients, suppliers, lenders or other business
partners, enabling the Supervisory Board to report to
the shareholders at the Annual General Meeting on
how it has dealt with such issues. Material conflicts of
interest which are not merely temporary in nature, re-
sult in the termination of the mandate of
the relevant
Supervisory Board member.
With regard to nominations for the election of members
of the Supervisory Board, care is taken that the Super-
visory Board in its entirety has the required knowledge,
skills and expertise to perform its tasks in a proper
manner.
The Supervisory Board has set out specific targets for
its own composition (see section “Composition targets
for the Supervisory Board”).
The members of the Supervisory Board are responsible
for undertaking appropriate basic and further training
measures, if such measures are deemed necessary to
competently perform the tasks assigned to them. The
Company provides appropriate assistance to members
of the Supervisory Board in this respect.
Taking into account the specific circumstances of the
BMW Group and the number of board members, the
Supervisory Board has set up a Presiding Board and
four committees, namely the Personnel Committee, the
Audit Committee, the Nomination Committee and the
Mediation Committee (see “Overview of Supervisory
Board committees and their composition”). Such com-
mittees
serve to raise the efficiency of the Supervisory
Board’s work and facilitate the handling of complex
issues. The establishment and function of a mediation
committee is prescribed by law. The person chairing a
committee reports in detail on its work at each plenum
meeting.
The composition of the Presiding Board and the com-
mittees is based on legal requirements, BMW AG’s
Articles of Incorporation, terms of reference and corpo-
rate governance principles. The expertise and technical
skills of its members is also taken into account.
According to the relevant terms of reference, the Chair-
man
of the Supervisory Board is, in this capacity, auto-
matically a member of the Presiding Board, the Person-
nel Committee and the Nomination Committee, and
also chairs these committees.
The number of meetings held by the Presiding Board
and the committees depends on current requirements.
The Presiding Board, the Personnel Committee and
the Audit Committee normally hold several meetings in
the course of the year (see “Report of the Supervisory
Board” for details of the number of meetings held in
2015).
In line with the terms of reference for the activities of
the plenum, the Supervisory Board has also set out terms
of reference for the Presiding Board and the various
committees. The committees are only quorate if all mem-
bers are present. Resolutions taken by the committees
are passed by a simple majority, unless stipulated other-
wise by law.