Corporate Governance
A clearly structured and fully implemented corporate governance system is our highest priority. Good corporate governance is the basis for our decision-making and control processes.
Annual Shareholder’s Meeting
Siemens' two-tier board structure
As a German stock corporation with registered offices in Berlin and Munich, Siemens is subject to German corporate law. Consequently, the Company has a two-tier management and oversight structure consisting of a Managing Board and a Supervisory Board (two-tier board structure).
Managing board | Supervisory board |
|---|---|
Informs and reports to supervisory board | Appoints, advises, oversees, approves managing board |
• Top management body | Supervisory body |
Annual Shareholder’s Meeting
- Annual Shareholder’s Meeting ratifies the managing board
- Annual Shareholder’s Meeting elects shareholder representatives and ratifies the supervisory board
- Decision on e.g. the appropriation of net income, the ratification of the acts of the members of the managing and supervisory boards and the appointment of the independent auditors
- The managing board and the supervisory board report to the Annual Shareholder’s Meeting.
- Each share carries one vote.
Bylaws for the Managing Board
Bylaws for the Supervisory Board
Bylaws for the Chairman´s Committee of the Supervisory Board
Bylaws for the Audit Committee of the Supervisory Board
Bylaws for the Innovation and Finance Committee of the Supervisory Board
Bylaws for the Compensation Committee of the Supervisory Board
German Corporate Governance Code
The German Corporate Governance Code (the “Code”) presents essential statutory regulations for the management and supervision (governance) of German listed companies and contains internationally and nationally recognized standards for good and responsible governance. The Code aims at making the German Corporate Governance system transparent and understandable. Its purpose is to promote the trust of international and national investors, customers, employees and the general public in the management and supervision of listed German stock corporations.
The Governmental Commission "German Corporate Governance Code" is in charge of the initial compilation and the continuing revolution of the Code. In September 2001, the German Federal Minister of Justice established the Governmental Commission which published the initial version of the Code in February 2002. As a rule, the Code will be reviewed by the Governmental Commission annually against the background of national and international developments concerning Corporate Governance principles and be adjusted, if necessary.
Through the declaration of conformity pursuant to Article 161 of the Stock Corporation Act (AktG), the Code has a legal basis. The Code is published in its latest version in the official section of the Federal Gazette.
Corporate Governance Statement
German listed stock corporations shall annually execute and publish a Corporate Governance Statement, parent companies also for the group. This statement combines the Corporate Governance Statement of Siemens AG pursuant to Section 289f of the German Commercial Code and the Group Statement on Corporate Governance pursuant to Section 315d of the German Commercial Code. The Corporate Governance Statement pursuant to Sections 289f and 315d of the German Commercial Code is an integral part of the combined management report. In accordance with Section 317 para. 2 sent. 6 of the German Commercial Code, the audit of the disclosures made within the scope of Sections 289f and 315d of the German Commercial Code is to be limited to determining whether disclosures have been made.