Committees of the Supervisory Board
The Supervisory Board and its six standing committees: Chairman’s, Compensation, Audit, Mediation, Innovation and Technology, Nominating.
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, handles contracts with members of the Managing Board and decides whether to approve contracts and business transactions with Managing Board members and parties related to them. 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 Reporting as well as the Report of the Supervisory Board to the Annual Shareholders’ Meeting. It is responsible for granting approval for the company’s related party transactions. Furthermore, the Chairman’s Committee submits recommendations to the Supervisory Board regarding the composition of the Supervisory Board committees.
Committee members:
Jim Hagemann Snabe (Chairman)
Tobias Bäumler
Dr. Werner Brandt
Jürgen Kerner
The Compensation Committee, which comprises the Chairman of the Supervisory Board, the First Deputy Chairman, who is elected in accordance with the German Codetermination Act (MitbestG), as well as two of the Supervisory Board’s shareholder representatives and two 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.
Commitee members:
Matthias Zachert (Chairman)
Tobias Bäumler
Jürgen Kerner
Jim Hagemann Snabe
Grazia Vittadini
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 and 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 (including CSR-Reporting). 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, the Audit Committee discusses the Company’s quarterly financial statements and the half-year financial report with the Managing Board and the auditors and concerns itself with the auditors’ review of the quarterly financial statements and the half-year financial report (condensed financial statements and interim management report of the Siemens Group). The Audit Committee oversees compliance with legal provisions, official regulations and internal company guidelines. It concerns itself with the Company’s risk monitoring system and oversees the effectiveness of the internal control system, the risk management system and the internal audit system as well as the internal process for related party transactions. 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 as well as the selection, independence, qualifications, rotation, efficiency and services of the auditors. It regularly assesses the quality of the audit.
In addition, the approval of the Audit Committee, rather than that of the Supervisory Board, is required for transactions and measures for which approval is required but whose value does not equal the amount of €600 million.
Commitee members:
Dr. Werner Brandt (Chairman)
Tobias Bäumler
Saskia Kraußer
Hagen Reimer
Dr. Ulf Mark Schneider
Jim Hagemann Snabe
Mimon Uhamou
Matthias Zachert
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.
Committee members:
Jim Hagemann Snabe (Chairman)
Tobias Bäumler
Dr. Werner Brandt
Jürgen Kerner
The Innovation and Technology Committee concerns itself with the topics of innovation, technology, digitalization, artificial intelligence, data strategy and cybersecurity. In particular, the Innovation and Technology Committee discusses the Company’s focuses of innovation at Corporate level and the focuses of innovation at the level of the operating units, the Company’s business and growth opportunities in the areas of technology, digitalization, artificial intelligence and data strategy as well as fundamental trends, developments and requirements in those areas. In addition, it advises and monitors the Managing Board in the definition and implementation of fundamental measures and concepts to protect and defend against cyber-risks (cybersecurity).
Commitee members:
Jim Hagemann Snabe (Chairman)
Tobias Bäumler
Dr. Regina Dugan
Jürgen Kerner
Dr. Christian Pfeiffer
Kasper Rørsted
Grazia Vittadini
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.
Commitee members:
Dr. Werner Brandt (Chairman)
Benoît Potier
Dr. Ulf Mark Schneider
Dr. Nathalie von Siemens
Jim Hagemann Snabe