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The following table provides an overview of the composition of the various Standing Committees of the Supervisory Board. Click the individual designations to find out more about the Committees' work.
|Members of the Supervisory Board||Chairman's Committee||Compensation Committee||Audit Committee||Compliance Committee||Mediation Committee||Innovation- and Finance Committee||Nominating Committee|
|Dr. Gerhard Cromme|
|Dr. Hans Michael Gaul|
|Dr. Nicola Leibinger-Kammüller|
|Dr. Norbert Reithofer|
|Jim Hagemann Snabe|
|chairman | member|
The Chairman’s Committee, which comprises the Chairman and Deputy Chairmen of the Supervisory Board as well as one further employee representative elected by the Supervisory Board, makes proposals, in particular, regarding the appointment and dismissal of Managing Board members and handles contracts with members of the Managing Board. The Chairman’s Committee concerns itself with questions regarding the Company’s corporate governance and prepares the resolutions to be approved by the Supervisory Board regarding the Declaration of Conformity with the Code ‒ including the explanation of deviations from the Code ‒ and regarding the approval of the Corporate Governance Report as well as the Report of the Supervisory Board to the Annual Shareholders’ Meeting. Furthermore, the Chairman’s Committee submits recommendations to the Supervisory Board regarding the composition of the Supervisory Board committees and decides whether to approve contracts and business transactions with Managing Board members and parties related to them.
The Compensation Committee, which comprises the members of the Chairman’s Committee of the Supervisory Board as well as one of the Supervisory Board’s shareholder representatives and one of the Supervisory Board’s employee representatives, prepares, in particular, the proposals for decisions by the Supervisory Board’s plenary meetings regarding the system of Managing Board compensation, including the implementation of this system in the Managing Board contracts, the definition of the targets for variable Managing Board compensation, the determination and review of the appropriateness of the total compensation of individual Managing Board members and the approval of the annual Compensation Report.
The Audit Committee comprises the Chairman of the Supervisory Board, three of the Supervisory Board’s shareholder representatives and four of the Supervisory Board’s employee representatives. According to the German Stock Corporation Act, the Audit Committee must include at least one independent Supervisory Board member with knowledge and experience in the application of accounting principles or the auditing of financial statements. The Audit Committee oversees, in particular, the accounting process and conducts a preliminary review of the Annual Financial Statements of Siemens AG, the Consolidated Financial Statements of the Siemens Group and the Combined Management Report. On the basis of the independent auditors’ report on their audit of the annual financial statements, the Audit Committee makes, after its preliminary review, recommendations regarding Supervisory Board approval of the Annual Financial Statements of Siemens AG and the Consolidated Financial Statements of the Siemens Group. In addition to the work performed by the independent auditors, the Audit Committee discusses the Company’s quarterly financial statements and half-year financial reports, which are prepared by the Managing Board, as well as the report on the auditors’ review of the quarterly financial statements and the half-year financial report (condensed financial statements and interim management report). It concerns itself with the Company’s risk monitoring system and oversees the effectiveness of the internal control system as this relates, in particular, to financial reporting, the risk management system and the internal audit system. The Audit Committee receives regular reports from the Internal Audit Department. It prepares the Supervisory Board’s recommendation to the Annual Shareholders’ Meeting concerning the election of the independent auditors and submits the corresponding proposal to the Supervisory Board. It awards the audit contract to the independent auditors elected by the Annual Shareholders’ Meeting and monitors the independent audit of the financial statements – including, in particular, the auditors’ independence, professional expertise and services.
The Compliance Committee comprises the Chairman of the Supervisory Board, three of the Supervisory Board’s shareholder representatives and four of the Supervisory Board’s employee representatives. The Compliance Committee concerns itself, in particular, with the Company’s adherence to statutory provisions, official regulations and internal Company policies.
The Mediation Committee, which comprises the Chairman of the Supervisory Board, the First Deputy Chairman (who is elected in accordance with the German Codetermination Act), one of the Supervisory Board’s shareholder representatives and one of the Supervisory Board’s employee representatives, submits proposals to the Supervisory Board in the event that the Supervisory Board cannot reach the two-thirds majority required for the appointment or dismissal of a Managing Board member.
The Innovation and Finance Committee comprises the Chairman of the Supervisory Board, three of the Supervisory Board’s shareholder representatives and four of the Supervisory Board’s employee representatives. Based on the Company’s overall strategy, the Committee discusses, in particular, the Company´s focuses of innovation and prepares the Supervisory Board´s discussions and resolutions regarding questions relating to the Company’s financial situation and structure ‒ including the annual planning (budget) ‒ as well as the Company’s fixed asset investments and its financial measures. In addition, the Innovation and Finance Committee has been authorized by the Supervisory Board to decide on the approval of transactions and measures that require Supervisory Board approval and have a value of less than €600 million.
The Nominating Committee, which comprises the Chairman and the Second Deputy Chairman of the Supervisory Board as well as two further members to be elected by the shareholder representatives of the Supervisory Board from among their own number is responsible for making recommendations to the Supervisory Board on suitable shareholder candidates for election as shareholder representatives on the Supervisory Board by the Annual Shareholders’ Meeting.