BMW 2015 Annual Report Download - page 180

180
Composition objectives of the Supervisory Board
The Supervisory Board must be composed in such a way
that its members as a group possess the knowledge,
skills and experience required to properly complete its
tasks.
To this end, the Supervisory Board has formally speci-
fied the following concrete objectives regarding its com-
position, taking into account the recommendations
contained in the German Corporate Governance Code:
–
If possible, four of the members of the Supervisory
Board should have international experience or spe-
cialist knowledge with regard to one or more of the
non-German markets important to the BMW Group.
–
If possible, the Supervisory Board should include
seven members who have acquired in-depth
knowl-
edge and experience from within the enterprise.
The Supervisory Board should not, however, include
more than two former members of the Board of
Management.
– If possible, three of the shareholder representatives
in the Supervisory Board should be entrepreneurs
or persons who have already gained experience in
the management or supervision of another medium
or large-sized company.
–
Ideally, three members of the Supervisory Board should
be figures from the worlds of business, science or
research who have gained experience in areas relevant
to the BMW Group, e. g. chemistry, energy supply,
in-
formation technology, or who have acquired spe-
cialist
knowledge in subjects relevant for the future of
the BMW Group, e. g. customer requirements, mobility,
resources or sustainability.
–
When seeking suitably qualified individuals for the
Supervisory Board whose specialist skills and leader-
ship qualities are most likely to strengthen the Board
as a whole, consideration should also be given to
diversity. When preparing nominations, the extent to
which the work of the Supervisory Board would bene-
fit from diversified professional and personal
back-
grounds (including international aspects) and from
an appropriate representation of both genders should
also be taken into account. It is the joint responsibility
of all persons and groupings participating in the
nomination and election process to ensure that the
Supervisory Board includes an appropriate number
of qualified women.
–
At least twelve of the 20 members of the Supervisory
Board should be independent members within the
meaning of section 5.4.2 of the German Corporate
Governance Code, including at least six members
representing the Company’s shareholders.
–
Two independent members of the Supervisory Board
should have expert knowledge of accounting or
auditing.
–
No persons carrying out directorship functions or ad-
visory tasks for important competitors of the BMW
Group may belong to the Supervisory Board. In com-
pliance with prevailing legislation, the members of
the Supervisory Board will strive to ensure that no
persons will be nominated for election with whom a
serious conflict of interests could arise (other than
temporarily) due to other activities and functions
carried out by them outside the BMW Group; this in-
cludes in particular
advisory activities or director-
ships with customers, suppliers, creditors or other
business partners.
–
As a general rule, the age limit for membership of the
Supervisory Board should be set at 70 years. In ex-
ceptional
cases, members may be allowed to remain
on the Board up until the end of the Annual General
Meeting following their 73rd birthday, in order to
fulfil legal requirements or to facilitate smooth succes-
sion in the case of persons with key roles or specialist
qualifications.
–
Supervisory Board members should not, as a general
rule, hold office in the Supervisory Board for an over-
all period longer than up to the end of the Annual
General Meeting at which the shareholders vote on
the ratification of the member’s activities for the 14th
financial year since the beginning of the first period
of office, excluding the financial year in which the
first period of office began. This rule does not apply
to natural persons, who either directly or indirectly
hold significant investments in the Company. It may
also be in the Company’s interest to diverge from
the general maximum period, e. g. in order to work
towards another composition target, in particular
gender diversity and diversified professional and per-
sonal backgrounds.
The time schedule set by the Supervisory Board for
achieving the above-mentioned composition targets is
the period up to 31 December 2016. Future proposals
for nomination made by the Supervisory Board at the
Annual General Meeting – insofar as they apply to
shareholder Supervisory Board members – should take
account of these objectives in such a way that they can
be achieved with the support of the appropriate reso-
lutions
at the Annual General Meeting. The Annual
General Meeting is not bound by nominations for elec-
tion proposed by the Supervisory Board. The freedom
of employees to vote for the employee members of
the
Supervisory Board is also protected. Under the
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