D.7 Supervisory Board and Managing Board
D.7.1 Supervisory Board
Gerhard Cromme, Dr. iur.
Lothar Adler*
Michael Diekmann
Bettina Haller*
Chairman
Chairman of the Central Works
­Council, Siemens AG
Chairman of the Board of
­Management, Allianz SE
Chairwoman of the Combine Works
Council, Siemens AG
Date of birth: February 22, 1949
Member since: January 23, 2003
Date of birth: December 23, 1954
Member since: January 24, 2008
Date of birth: March 14, 1959
Member since: April 1, 2007
Chairman of the Supervisory Board
of Siemens AG
Date of birth: February 25, 1943
Member since: January 23, 2003
External positions
German supervisory board positions:
>> Axel Springer AG, Berlin
Berthold Huber*
First Deputy Chairman
First Chairman, IG Metall
Date of birth: February 15, 1950
Member since: July 1, 2004
External positions
German supervisory board positions:
>> Audi AG, Ingolstadt
(­Deputy ­Chairman)
>> Porsche Automobil Holding SE,
Stuttgart
>> Volkswagen AG, Wolfsburg
(­Deputy Chairman)
(until January 23, 2013)
Honorary Chairman of
­Compagnie de Saint-Gobain
Date of birth: August 11, 1941
Member since: January 24, 2008
External positions 3
Positions outside Germany:
>> Claude Bernard Participations
S.A.S., France (Chairman)
>> GDF SUEZ S.A., France
>> JL2B Conseils, France (Chairman)
>> Le Monde S.A., France
>> Le Monde & Partenaires Associés
S.A.S., France
>> Saint-Gobain Corporation, USA
>> Société Editrice du Monde S.A.,
France
Josef Ackermann, Dr. oec. 1
Gerd von Brandenstein
(until September 30, 2013) Member of the Supervisory Boards
of Siemens AG and degewo AG
Second Deputy Chairman 2
Advisory board member
Date of birth: February 7, 1948
Member since: January 23, 2003
External positions
Positions outside Germany:
>> Belenos Clean Power Holding AG,
Switzerland (Deputy Chairman)
>> EQT Holdings AB, Sweden
>> Investor AB, Sweden
>> Royal Dutch Shell plc, Netherlands
92
348
External positions
Jean-Louis Beffa
A.
To our Shareholders
Date of birth: April 6, 1942
Member since: January 24, 2008
External positions
German supervisory board positions:
>> degewo AG, Berlin
German supervisory board positions:
>> Allianz Asset Management AG,
Munich (Chairman)
>> Allianz Deutschland AG, Munich
>> BASF SE, Ludwigshafen am Rhein
(Deputy Chairman)
>> Linde AG, Munich
(­­Deputy ­Chairman)
Positions outside Germany:
>> Allianz France S.A., France
(­Deputy Chairman)
>> Allianz S.p.A., Italy
Hans-Jürgen Hartung*
Hans Michael Gaul, Dr. iur.
Date of birth: March 13, 1971
Member since: January 23, 2013
Date of birth: March 10, 1952
Member since: January 27, 2009
Robert Kensbock*
(since January 23, 2013)
Member of the Central
Works ­Council, Siemens AG
Supervisory board member
Date of birth: March 2, 1942
Member since: January 24, 2008
Harald Kern*
External positions
Chairman of the
Siemens Europe Committee
German supervisory board positions:
>> BDO AG Wirtschaftsprüfungsgesellschaft, Hamburg
(­Deputy Chairman)
>> HSBC Trinkaus & Burkhardt AG,
Düsseldorf
Date of birth: March 16, 1960
Member since: January 24, 2008
Jürgen Kerner*
Executive Managing Board
­Member, IG Metall
Peter Gruss, Prof. Dr. rer. nat.
President, Max-Planck-Gesellschaft
zur Förderung der Wissenschaften e.V.
Date of birth: June 28, 1949
Member since: January 24, 2008
External positions
German supervisory board positions:
>> Münchener Rückversicherungs-­
Gesellschaft Aktiengesellschaft
in München, Munich
Positions outside Germany:
>> Actelion Ltd., Switzerland
117 B.
Chairman of the Works Council,
Siemens Energy Sector, Erlangen,
­Germany
Corporate ­Governance
155 C.
Date of birth: January 22, 1969
Member since: January 25, 2012
External positions
German supervisory board positions:
>> Airbus Operations GmbH, Hamburg
>> Eurocopter GmbH, Donauwörth
>> MAN SE, Munich
>> Premium Aerotec GmbH, Augsburg
(Deputy Chairman)
Combined ­Management Report
Nicola Leibinger-Kammüller,
Dr. phil.
Werner Mönius*
Rainer Sieg*, Prof. Dr. iur.
Sibylle Wankel*
(until January 23, 2013)
President and Chairwoman
of the Managing Board,
TRUMPF GmbH + Co. KG
Chairman of the Works Council,
Siemens Healthcare Sector,
­Erlangen, Germany 4
Chairman of the Committee of
Spokespersons, Siemens Group;
­Chairman of the Central Committee
of Spokespersons, Siemens AG
Attorney, Bavarian Regional
­Headquarters, IG Metall
Date of birth: December 15, 1959
Member since: January 24, 2008
Date of birth: May 16, 1954
Member since: January 24, 2008
Date of birth: December 20, 1948
Member since: January 24, 2008
External positions
Güler Sabancı
Jim Hagemann Snabe 1
(since January 23, 2013)
(since October 1, 2013)
Chairwoman and Managing Director,
Hacı Ömer Sabancı Holding A.Ş.
Co-Chief E
­ xecutive Officer of
SAP AG; CEO, Snabe ApS
Werner Wenning
Date of birth: August 14, 1955
Member since: January 23, 2013
Date of birth: October 27, 1965
Member since: October 1, 2013
Second Deputy Chairman 6
Date of birth: March 3, 1964
Member since: April 1, 2009
German supervisory board positions:
>> Audi AG, Ingolstadt
>> Vaillant GmbH, Remscheid
External positions
German supervisory board positions:
>> Axel Springer AG, Berlin
>> Deutsche Lufthansa AG, Cologne
>> Voith GmbH, Heidenheim
Gérard Mestrallet
(since January 23, 2013)
Chairman of the Board and Chief
­Executive Officer of GDF SUEZ S.A.
Date of birth: April 1, 1949
Member since: January 23, 2013
External positions
Positions outside Germany:
>> Compagnie de Saint-Gobain S.A.,
France
>> Electrabel S.A., Belgium (Chairman)
>> GDF Suez Energy Management
Trading CVBA, Belgium (Chairman)
>> GDF Suez Energie Services S.A.,
France (Chairman)
>> International Power Ltd., UK
>> Pargesa Holding S.A., Switzerland
>> Sociedad General de
Aguas de ­Barcelona S.A., Spain
(­Deputy Chairman)
>> Suez Environnement Company
S.A., France (Chairman)
(since January 23, 2013)
Chairman of the Supervisory Boards
of Bayer AG and E.ON. SE
External positions
Håkan Samuelsson
(until January 23, 2013)
President and CEO,
­Volvo Car ­Corporation
Date of birth: March 19, 1951
Member since: January 24, 2008
Positions outside Germany:
>> Bang & Olufsen A/S, Denmark
(­Deputy Chairman)
>> Danske Bank A/S, Denmark
>> SAP Labs LLC, USA
>> Success Factors Inc., USA
>> Syclo LLC, USA
Date of birth: October 21, 1946
Member since: January 23, 2013
External positions
German supervisory board positions:
>> Bayer AG, Leverkusen (Chairman)
>> E.ON SE, Düsseldorf (Chairman)
>> Henkel AG & Co. KGaA, Düsseldorf 7
>> Henkel Management AG,
­Düsseldorf
External positions 3
German supervisory board positions:
>> Scandferries Holding GmbH,
­Rostock (Chairman) 5
>> Scandlines GmbH, Rostock
(­Chairman)
Positions outside Germany:
>> Volvo Car Corporation, Sweden
Birgit Steinborn*
Deputy Chairwoman of the Central
Works Council, Siemens AG
Date of birth: March 26, 1960
Member since: January 24, 2008
Lord Iain Vallance of Tummel
(until January 23, 2013)
Chairman, Amsphere Ltd.
Date of birth: May 20, 1943
Member since: January 23, 2003
The Supervisory Board of Siemens AG has 20 members. As stipulated by the German Codetermination
Act, half of the members represent Company shareholders, and half represent Company employees.
The shareholder representatives were elected at the Annual Shareholders’ Meeting on January 23,
2013. The employee representatives, whose names are marked with an asterisk (*), were elected in
accordance with the provisions of the German Codetermination Act on September 25, 2012, effective
as of the end of the Annual Shareholders’ Meeting on January 23, 2013. The present Supervisory
Board’s term of office will expire at the conclusion of the Annual Shareholders’ Meeting in 2018.
As successor to Dr. Josef Ackermann, who resigned from the Supervisory Board effective September 30,
2013, Jim Hagemann Snabe has been appointed to the Supervisory Board by court order until the end
of the Annual Shareholders’ Meeting 2014.
1 As successor to Dr. Josef Ackermann, who resigned from the Supervisory Board effective September 30, 2013,
Jim Hagemann Snabe has been appointed to the Supervisory Board by court order until the end of the A
­ nnual
Shareholders’ Meeting in 2014. It will be proposed to the Annual Shareholders’ Meeting that Mr. Snabe be elected
as a shareholder representative on the Supervisory Board for the remainder of Dr. Ackermann’s term of office.
2 Until September 30, 2013.
3 As of January 23, 2013.
4 Until January 31, 2013.
5 Advisory board.
6 Since October 1, 2013.
7 Shareholdersʼ Committee.
As of September 30, 2013
253
D.
Consolidated ­Financial Statements
357 E.
Additional ­Information
349
254 D.1 Consolidated Statements of Income
255D.2 Consolidated Statements of Comprehensive Income
256D.3 Consolidated Statements of Financial Position
257D.4 Consolidated Statements of Cash Flows
258 D.5 Consolidated Statements of Changes in Equity
60D.6 Notes to Consolidated Financial Statements
2
348D.7 Supervisory Board and Managing Board
D.7.1.1 SUPERVISORY BOARD COMMITTEES
The Supervisory Board of Siemens AG has established seven
standing committees. Information on their activities in fiscal
2013 is provided in A.3 REPORT OF THE SUPERVISORY BOARD ,
­pages 108-109 above.
Committees
Meetings
in ­fiscal 2013
Duties and responsibilities
Members
as of ­September 30, 2013
Chairman’s
­Committee
9
3 decisions by
notational voting
using written
­circulations
The Chairman’s Committee performs the collective tasks of a
­nominating and corporate governance committee to the extent
that such tasks are not performed by the Nominating Committee
and German law does not require that such tasks be performed
by the full Supervisory Board. In particular, the Committee makes
proposals 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 and the Report of
the Super­visory Board to the Annual Shareholders’ Meeting. Furthermore, the Committee submits recommendations to the Super­
visory Board regarding the composition of Supervisory Board committees and decides whether to approve business transactions
with Managing Board members and parties related to them.
Gerhard Cromme, Dr. iur.
Compensation
Committee
1
1 decision by
­notational voting
using written
­circulations
The Compensation Committee prepares 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. In addition, the Compensation
Committee prepares the regular review by the Supervisory Board’s
plenary meetings of the system of Managing Board compensation.
Werner Wenning
Audit Committee
6
The Audit Committee oversees the accounting process. It also 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 full Supervisory Board. In addition to the work performed by the independent auditors, the Audit Committee also discusses the Company’s
financial statements, which are prepared by the Managing Board
quarterly, half-yearly and annually. On the basis of the independent auditors’ report on the annual financial statements, the Audit
Committee makes, after its own review, recommendations to the
Supervisory Board regarding the approval of the Annual Financial
Statements of Siemens AG and the Consolidated Financial Statements of Siemens worldwide. 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 Internal Audit Department reports regularly to the Audit Committee. The Audit Committee 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 – and performs other functions assigned to
it under the Sarbanes-Oxley Act (SOA).
Hans Michael Gaul, Dr. iur. 4, 5
(Chairman)
Josef Ackermann, Dr. oec. 1
Gerd von Brandenstein 3
Gerhard Cromme, Dr. iur. 4
Bettina Haller
Robert Kensbock 3
Jürgen Kerner
Jim Hagemann Snabe 3
Birgit Steinborn
92
350
A.
To our Shareholders
117 B.
Corporate ­Governance
155 C.
(Chairman)
Josef Ackermann, Dr. oec. 1
Lothar Adler
Berthold Huber
Werner Wenning 2
(Chairman)
Josef Ackermann, Dr. oec. 1
Lothar Adler
Gerhard Cromme, Dr. iur.
Michael Diekmann 3
Berthold Huber
Birgit Steinborn
Combined ­Management Report
Committees
Meetings
in ­fiscal 2013
Duties and responsibilities
Members
as of ­September 30, 2013
Compliance
­Committee
5
The Compliance Committee concerns itself, in particular, ­with the
Company’s adherence to statutory provisions, o
­ fficial ­regulations
and internal Company policies.
Gerhard Cromme, Dr. iur.
Finance and
­Investment
­Committee 6
3
Based on the Company’s overall strategy, which is the focus of
an annual strategy meeting of the Supervisory Board, the Finance
and ­Investment C
­ ommittee prepares the discussions and resolutions of the Supervisory Board regarding questions relating to
the Company’s financial s­ ituation and structure as well as its fixed
asset and financial investments. In addition, the 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.
Gerhard Cromme, Dr. iur.
Nominating
­Committee
5
The Nominating Committee is responsible for making recommendations to the Supervisory Board on suitable candidates for election
as shareholder representatives on the Supervisory Board by the
Annual Shareholders’ Meeting.
Gerhard Cromme, Dr. iur.
Mediation
­Committee,
­under Section 27
para. 3 and Section
31 para. 3 and 5
of the German
Codetermination
Act
0
The Mediation Committee 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.
Gerhard Cromme, Dr. iur.
1 Until September 30, 2013.
2 Since October 1, 2013.
4 Audit committee financial expert as
defined by the Sarbanes-Oxley Act.
3 Since November 2013.
5 Fulfills the requirements of Section
100 para. 5 and Section 107 para. 4 of
the German Stock Corporation Act
(­Aktiengesetz).
(Chairman)
Josef Ackermann, Dr. oec. 1
Lothar Adler
Gerd von Brandenstein 3
Hans Michael Gaul, Dr. iur.
Bettina Haller
Harald Kern 3
Jim Hagemann Snabe 3
Sibylle Wankel
(Chairman)
Lothar Adler
Gerd von Brandenstein 7
Peter Gruss, Prof. Dr. rer. nat. 3
Harald Kern
Jürgen Kerner
Gérard Mestrallet 7
Jim Hagemann Snabe 3
Birgit Steinborn
Werner Wenning
(Chairman)
Josef Ackermann, Dr. oec. 1
Hans Michael Gaul, Dr. iur.
Nicola Leibinger-Kammüller,
Dr. phil.
Werner Wenning 2
(Chairman)
Josef Ackermann, Dr. oec. 1
Lothar Adler
Berthold Huber
Werner Wenning 3
6 Renamed “­Innovation and Finance
­Committee” in November 2013.
7 Until November 2013.
Further information on corporate governance
at Siemens is available at
WWW.SIEMENS.COM/CORPORATE-GOVERNANCE
253
D.
Consolidated ­Financial Statements
357 E.
Additional ­Information
351
254 D.1 Consolidated Statements of Income
255D.2 Consolidated Statements of Comprehensive Income
256D.3 Consolidated Statements of Financial Position
257D.4 Consolidated Statements of Cash Flows
258 D.5 Consolidated Statements of Changes in Equity
60D.6 Notes to Consolidated Financial Statements
2
348D.7 Supervisory Board and Managing Board
D.7.2 Managing Board
Joe Kaeser
Peter Löscher
Brigitte Ederer
Barbara Kux
President and Chief Executive Officer,
Siemens AG 1
(until July 31, 2013)
(until September 30, 2013)
(until November 16, 2013)
President and Chief Executive Officer,
Siemens AG 5
Date of birth: February 27, 1956
First appointed: July 1, 2010
Term originally to have expired:
June 30, 2015
Date of birth: February 26, 1954
First appointed: November 17, 2008
Term expired: November 16, 2013
External positions
German supervisory board positions:
>> Henkel AG & Co. KGaA, Düsseldorf
Positions outside Germany:
>> Firmenich International SA,
­Switzerland
>> Total S.A., France
Date of birth: June 23, 1957
First appointed: May 1, 2006
Term expires: July 31, 2018
External positions
German supervisory board positions:
>> Allianz Deutschland AG, Munich
Positions outside Germany:
>> NXP Semiconductors B.V.,
­Netherlands
Group Company positions
German supervisory board positions:
>> BSH Bosch und Siemens
­Hausgeräte GmbH, Munich
(­Deputy Chairman) 2
Positions outside Germany:
>> Siemens AG Österreich, Austria 3
>> Siemens Corp., USA
(­Deputy ­Chairman) 4
>> Siemens Ltd., India
Date of birth: September 17, 1957
First appointed: July 1, 2007
Term originally to have expired:
March 31, 2017
External positions 6
German supervisory board positions:
>> Deutsche Bank AG,
­Frankfurt am Main
>> Münchener RückversicherungsGesellschaft Aktiengesellschaft
in München, Munich
Positions outside Germany:
>> TBG Limited, Malta
(­Thyssen-­Bornemisza Group)
Roland Busch, Dr. rer. nat.
Date of birth: November 22, 1964
First appointed: April 1, 2011
Term expires: March 31, 2016
German supervisory board positions:
>> Jenoptik AG, Jena
Positions outside Germany:
>> Boehringer Ingelheim RCV GmbH,
Austria
>> Österreichische Industrie­
holding AG (ÖIAG), Austria
Group Company positions 7
Positions outside Germany:
>> Siemens AG Österreich, Austria
(Chairwoman)
>> Siemens Holdings plc, UK
>> Siemens Nederland N.V.,
­Netherlands (Chairwoman)
>> Siemens S.A., Spain (Chairwoman)
>> Siemens S.p.A., Italy
(­Deputy ­Chairwoman)
External positions
Positions outside Germany:
>> Atos S.A., France
Group Company positions
Positions outside Germany:
>> Siemens Industry Inc., USA
>> Siemens Ltd., China (Chairman)
>> Siemens Ltd., India
>> Siemens Pte. Ltd., Singapore
>> Siemens Schweiz AG, Switzerland
(Chairman)
92
352
A.
To our Shareholders
117 B.
Klaus Helmrich
Date of birth: May 24, 1958
First appointed: April 1, 2011
Term expires: March 31, 2016
External positions
German supervisory board positions:
>> EOS Holding AG, Krailling
External positions
Hermann Requardt,
Prof. Dr. phil. nat.
Date of birth: February 11, 1955
First appointed: May 1, 2006
Term expires: March 31, 2016
External positions
German supervisory board positions:
>> Software AG, Darmstadt
Group Company positions
Positions outside Germany:
>> Siemens Healthcare Diagnostics
Inc., USA
>> Siemens Japan Holding K.K., Japan
(Chairman)
>> Siemens Japan K.K., Japan
(­Chairman)
>> Siemens Medical Solutions USA,
Inc., USA (Chairman)
Group Company positions
German supervisory board positions:
>> BSH Bosch und Siemens
­Hausgeräte GmbH, Munich
Corporate ­Governance
155 C.
Combined ­Management Report
Siegfried Russwurm,
Prof. Dr.-Ing.
Peter Y. Solmssen
Date of birth: January 24, 1955
First appointed: October 1, 2007
Term expires: March 31, 2017 8
Date of birth: June 27, 1963
First appointed: January 1, 2008
Term expires: March 31, 2017
Group Company positions
External positions
Positions outside Germany:
>> Siemens Corp., USA (Chairman)
>> Siemens S.A., Colombia (Chairman)
German supervisory board positions:
>> Deutsche Messe AG, Hanover
>> inpro Innovationsgesellschaft für
fortgeschrittene Produktions­
systeme in der Fahrzeugindustrie
mbH, Berlin
>> OSRAM GmbH, Munich (Chairman)
>> OSRAM Licht AG, Munich
(­Chairman)
Michael Süß, Dr. rer. pol.
Date of birth: December 25, 1963
First appointed: April 1, 2011
Term expires: March 31, 2016
External positions
Group Company positions
German supervisory board positions:
>> Herrenknecht AG, Schwanau
German supervisory board positions:
>> BSH Bosch und Siemens
­Hausgeräte GmbH, Munich
Positions outside Germany:
>> Arabia Electric Ltd. (Equipment),
Saudi Arabia (Deputy Chairman)
>> Siemens Industry Inc., USA
(­Chairman)
>> Siemens Ltd., China
>> Siemens Ltd., Saudi Arabia
(­Deputy Chairman)
>> Siemens Ltd., South Africa
(­Chairman)
>> Siemens Middle East, FZ-LLC,
­United Arab Emirates
>> Siemens VAI Metals Technologies
GmbH, Austria
>> VA TECH T & D Co. Ltd.,
­Saudi ­Arabia
Ralf P. Thomas, Dr. rer. pol.
Date of birth: March 7, 1961
First appointed: September 18, 2013
Term expires: September 17, 2018
Group Company positions
Positions outside Germany:
>> Siemens Holdings plc, UK
>> Siemens Industry Inc., USA
>> Siemens VAI Metals Technologies
GmbH, Austria
1 Since August 1, 2013.
7 Until September 30, 2013.
2 Until November 30, 2013.
8 As a rule, reappointments are effected until
the completion of the 60th year of life only,
but with the added proviso that they may be
extended one year at a time for a maximum
of five additional years if neither the member
of the Managing Board nor the Supervisory
Board objects.
3 Until November 5, 2013.
4 Until October 1, 2013.
5 Until July 31, 2013.
6 As of July 31, 2013.
As of September 30, 2013
253
D.
Consolidated ­Financial Statements
357 E.
Additional ­Information
353
254 D.1 Consolidated Statements of Income
255D.2 Consolidated Statements of Comprehensive Income
256D.3 Consolidated Statements of Financial Position
257D.4 Consolidated Statements of Cash Flows
258 D.5 Consolidated Statements of Changes in Equity
60D.6 Notes to Consolidated Financial Statements
2
348D.7 Supervisory Board and Managing Board
D.7.2.1 MANAGING BOARD COMMITTEES
Committee
Meetings
in ­fiscal 2013
Duties and responsibilities
Members
as of ­September 30, 2013
Equity and
­Employee Stock
­Committee
5 decisions by
notational ­voting
using ­written
­circulations
The Equity and ­Employee Stock ­Committee oversees the utilization of authorized capital in connection with the issuance of
employee stock as well as the implementation of certain capital
measures. It also determines the scope and conditions of the
share-based compensation c­ omponents and / or compensation
programs for employees and managers (with the exception of
the Managing Board).
Joe Kaeser
1 Since August 1, 2013.
3 Since October 1, 2013.
2 Until September 30, 2013.
4 Since September 18, 2013.
Further information on corporate governance
at Siemens is available at
WWW.SIEMENS.COM/CORPORATE-GOVERNANCE
354
(Chairman) 1
Brigitte Ederer 2
Klaus Helmrich 3
Ralf P. Thomas, Dr. rer. pol. 4