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ACCA
BMW Group
Corporate Governance Code. Principles of Corporate Governance.
Submitted by: Ameya D.
I!"#D$C!I#
Basic information about t%e BMW Group
The designation BMW Group Group comprises comprises Bayerische Motoren Motoren Werke Werke Aktiengesellschaft (abbreviated (abbreviated to BMW AG) together with its aliated companies! BMW AG was founded in the year "#"$! The company%s registered registered oce is located in Munich and the &ompany is registered registered with 'istrict &ourt of Munich under the number B *++*,! The ob-ect of the &ompany is primarily the manufacture manufacture and sale of engines and all vehicles e.uipped with engines! As a German stock corporation governed by German stock corporation law BMW AG has three organs/ The General Meeting0 the 1upervisory Board and the Board of Management! Their powers and duties are set out in the German 1tock &orporation Act and BMW AG2s Articles of Association0 the full te3t of which is published on the BMW Group2s website! As the &ompany2s owners0 the shareholders e3ercise e3ercise their rights in the General Meeting! The Board of Management Management manages manages the &ompany under under its own responsibility! As part of a dual leadership system0 the Board of Management is advised and supervised by the 1upervisory Board! The 1upervisory Board Board appoints the members of the Board Board of Management and0 if there is good cause0 can remove remove them from oce at any time! The Board of Management keeps the 1upervisory Board informed and reports to it regularly0 without delay and comprehensively comprehensively according to the principles of diligent and accurate accountability in accordance with the law and the reporting duties laid down by the 1upervisory Board! 4or certain important transactions the Board of Management re.uires the consent of the 1upervisory Board! owever0 the 1upervisory Board is not authori5ed to take any management measures! 6n accordance with the provisions of the German &o7'etermination &o7'etermination Act BMW AG2s 1upervisory Board consists of ten shareholder representatives representatives elected by the General Meeting and ten employee representatives representatives elected by the employees!
BMW AG2s shares are listed on0 inter alia0 the regulated market of the 4rankfurt 1tock 83change0 1egment 9rime 1tandard! The shares are bearer shares0 each with a par value of " euro!
German Corporate Governance Code The Government &ommission established for this purpose for the :rst time on +$ 4ebruary +;;+ introduced the German &orporate Governance &ode and was most recently updated in the version of "< =une +;;#! 6t sets out the main statutory regulations for the organi5ation of German listed companies and contains internationally and nationally recogni5ed standards for good and responsible governance! The purpose of the code is to promote the trust of international and national investors0 customers0 employees and the general public in the management and supervision of German public corporations!
!%e Corporate Governance Code of t%e BMW Group 6n con-unction with the adoption of the German &orporate Governance &ode by the German Government &orporate Governance &ode &ommission0 the Board of Management and 1upervisory Board of Bayerische Motoren Werke Aktiengesellschaft adopted a corporate governance code for the BMW Group for the :rst time on , 'ecember +;;+0 based closely on the German &orporate Governance &ode! 6n line with the German &orporate Governance &ode0 it describes the important statutory framework provisions and the more far7 reaching principles of good and responsible corporate governance applied by the BMW Group! The aim is to provide shareholders and other stakeholders with a comprehensive and stand7alone document covering the corporate governance practices applied by the BMW Group! The &orporate Governance &ode of the BMW Group is normally reviewed annually and revised to take account of recent developments0 in particular
changes in legislation and new recommendations and suggestions of the German Government &orporate Governance &ode &ommission!
"! 1hareholders and Annual General Meeting of BMW AG "!" 1hareholders of BMW AG •
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The ordinary and preferred shareholders e3ercise their rights at the Annual General Meeting! 8ach share of common stock in BMW AG carries one vote! There are no shares with multiple voting rights0 preferential voting rights (>golden shares>) or ma3imum voting rights! 83cept for voting rights in the General Meeting0 non7voting shares of preferred stock give the same rights as shares of common stock! 6n accordance with the &ompany%s statutes0 non7voting shares of preferred stock have a preferential right in terms of the allocation of pro:t!
"!+ The Annual General Meeting of BMW AG •
The Management Board submits the Annual 4inancial 1tatements and the &onsolidated 4inancial 1tatements to the Annual General Meeting! The Annual General Meeting resolves on the appropriation of net pro:t and the discharge of the acts of the Board of Management and the 1upervisory Board! 6t elects the shareholders2 representatives to the 1upervisory
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Board and the auditors! The Annual General Meeting also resolves on amendments to the Articles of Association0 the ob-ects of the &ompany and signi:cant corporate measures such as the conclusion of &ontrol and 9ro:t and ?oss Transfer Agreements0 the issue of
new shares0 convertible bonds or bonds with warrants and the authori5ation to purchase own shares! As a general rule0 when new shares are issued0 shareholders have pre7emptive rights corresponding to their share of issued •
capital! 8ach person satisfying the participation re.uirements set out in German law and the &ompany%s Articles of 6ncorporation relating to notice of participation at the Annual General Meeting and proof of share ownership0 is entitled to participate in the Annual General Meeting0 to take the @oor on matters on the agenda and to submit relevant .uestions and
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proposals! The &hairman of the 1upervisory Board chairs the meeting and provides for the e3pedient running of the Annual General Meeting! 6n this0 the &hairman should be guided by the fact that an ordinary general meeting should be completed after * to $ hours at the latest!
"!, 6nvitation to the Annual General Meeting of BMW AG0 pro3ies •
The Board of Management will convene the shareholders% Annual General Meeting at least once a year at which stage the agenda of the meeting is made known! 1hareholders who0 together0 hold of the issued capital are statutorily entitled to demand that a General Meeting be convened and that the
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agenda be e3tended! The e3tension of the agenda can also be demanded by shareholders who0 together0 hold shares with a par value of C ;;0;;; or more provided that the statutory formalities are
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complied with! The Board of Management will post the reports and documents re.uired by law0 including the Annual eport0 on the website of the BMW Group (www!bmwgroup!com) together
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with the agenda! BMW AG will inform all relevant domestic and foreign :nancial
services providers0 shareholders and shareholders2 associations that the Annual General Meeting has been convened and will distribute the documents relating to the •
invitation to the meeting via electronic channels! BMW AG will facilitate the personal e3ercising of shareholders2 voting rights! BMW AG will also assist the shareholders in the use of pro3ies! The Board of Management will arrange for the appointment of a representative to e3ercise shareholders2 voting rights in accordance with instructionsD this representative will also be reachable during the Annual
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General Meeting! The speech of the &hairman of the Board of Management will be broadcast over the 6nternet!
+! &ooperation between the Board of Management and 1upervisory Board of BMW AG •
The Board of Management and the 1upervisory Board cooperate closely and in a spirit of trust to the bene:t of the
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enterprise! The Board of Management runs the business and bears responsible for managing the group! 6t coordinates the group2s strategic approach with the 1upervisory Board and0 at regular intervals0 discusses the current state of strategy
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implementation with the 1upervisory Board! 4or transactions of fundamental importance0 the 1upervisory Board has stipulated speci:c transactions0 which re.uire the approval of the 1upervisory Board! This includes decisions or
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measures0 which are of fundamental strategic signi:cance! The provision of ade.uate information to the 1upervisory Board is the -oint responsibility of the Board of Management
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and 1upervisory Board! The Board of Management of BMW AG informs the 1upervisory Board regularly0 without delay and comprehensively0 of all issues important to the group with regard to planning0
business development0 risk situation0 risk management and compliance! The Board of Management points out deviations of actual business development from previously formulated •
plans and targets0 indicating the reasons for such deviations! The BMW 1upervisory Board has laid down detailed instructions covering the information and reporting duties of the Board of Management! As a general rule0 in the case of reports re.uired by dint of law0 the Board of Management submits its reports to the 1upervisory Board in te3t form! 'ocuments re.uired for decisions0 in particular0 the annual :nancial statements0 the consolidated :nancial statements and the auditors2 report will be sent to the members of the 1upervisory Board0 to the e3tent possible0 in due time before
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the relevant meeting! Good corporate governance re.uires an open discussion both within the boards and between the boards! 4ull con:dentiality is of paramount importance! When the services of staE members are called upon0 the members of the two boards are responsible for ensuring that the relevant staE members
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observe the re.uirement of con:dentiality! The representatives of the shareholders and of the employees prepare the 1upervisory Board meetings separately0 and if
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need be0 together with members of the Board of Management! When necessary0 the 1upervisory Board of BMW AG meets
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without the Board of Management! 6n the event of the receipt of a takeover oEer0 the Board of Management and 1upervisory Board will submit a statement of their reasoned position so that the shareholders can make
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an informed decision on the oEer! After the announcement of a takeover oEer0 the Board of Management will not take any actions outside the ordinary course of business that could pre-udice the success of the oEer unless the Annual General Meeting has speci:cally authori5ed the Board of Management0 or the 1upervisory Board has given its approval! 6n making their decisions0 the
Board of Management and 1upervisory Board are obliged to act in the best interests of the shareholders and of the •
enterprise! 6n appropriate cases0 the Board of Management will convene an 83traordinary General Meeting at which shareholders can
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discuss the takeover oEer and decide on corporate actions! The Board of Management and the 1upervisory Board are re.uired to comply with the rules of proper corporate governance! 6f they violate the due care and diligence owed by prudent and conscientious board members0 they are liable to BMW AG for damages! 6n the case of business decisions0 the duty owed is deemed not to have been violated if the Board of Management or 1upervisory Board member could reasonably have assumed that heFshe was acting for the bene:t of the enterprise on the basis of appropriate information (the so7
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called business -udgment ruleH)! Appropriate e3cesses have in each case been agreed under a 'IJ insurance for the members of the 1upervisory Board and the members of the Board of Management! The statutory re.uirements regarding the amount of the e3cess payable by members of the Board of Management and which will apply to e3isting insurance policies as of " =uly +;"; will be complied
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with! The provision of loans by BMW AG or group subsidiaries to members of the Board of Management and the 1upervisory Board or their relatives re.uires the approval of the
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1upervisory Board! The BMW AG2s Board of Management and 1upervisory Board report each year on the group2s corporate governance in the Annual eport (&orporate Governance eport)! 1aid eport forms an integral part of the declaration on the &ompany2s corporate governance! This includes an e3planation of any deviations from the recommendations of the German &orporate Governance &ode! The &ompany will ensure that
each 'eclaration of &ompliance to the German &orporate Governance &ode is available on its website for a period of :ve years! ,! The Board of Management of BMW AG ,!" Tasks and responsibilities •
The Board of Management manages the enterprise under its own responsibility with the ob-ective of creating sustainable added value and in the enterprise2s best interests0 i!e! taking into account the interests of the shareholders0 the employees
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and other groups associated with the group (stakeholders)! The Board of Management develops the enterprise2s strategy0 coordinates it with the 1upervisory Board and ensures its
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implementation! The Board of Management ensures that all provisions of law and internal regulations are abided by and works to achieve
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their compliance throughout the group! The Board of Management ensures that an appropriate risk management and risk controlling system is in place throughout the group!
,!+ &omposition and compensation of the Board of Management •
The Board of Management consists of several persons with one chairman! Terms of reference are in place to regulate cooperation within the Board of Management0 in particular the allocation of tasks and responsibilities between the individual members0 the speci:cation of matters to be dealt with by the
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full board and voting procedures for board resolutions! Kpon proposal by the 9ersonnel &ommittee0 the plenary 1upervisory Board :3es the total compensation of the individual members of the Board of Management and resolves and regularly reviews the compensation system applicable to the Board of Management!
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The plenary 1upervisory Board based on performance criteria and taking into account any remuneration from group companies :3es the compensation of the members of the Board of Management! The principal criteria for determining the appropriateness of compensation are the nature of the tasks allocated to each member of the Board of Management0 an assessment of the performance of those tasks as well as the economic situation0 performance and outlook of the BMW Group as well as the customariness of the compensation taking into account the comparable environment and the compensation structure that otherwise applies in the
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&ompany! 6n the event that the 1upervisory Board uses an e3ternal compensation e3pert to assess the appropriateness of the compensation0 care shall be taken that said e3pert is
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independent of the Board of Management and of the group! The compensation structure is geared towards a sustainable corporate development! The monetary compensation of members of the Board of Management comprises :3ed and variable components! The 1upervisory Board ensures that in principle the variable compensation components are assessed on a multi7year basis and that its composition takes into account positive as well as negative developments! The variable compensation components are based on e3acting0 relevant comparators! 9erformance targets and comparators are not amended retrospectively! Kpper limits are agreed for all members of the Board of Management! 4urthermore0 the 1upervisory Board ensures that all compensation components are reasonableindividually and altogether and do not give rise
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to any inducement to enter into any unreasonable risks! Lo contractual promises of severance pay e3ist for the event of any early termination of the services as a member of the Board of Management without good causeD nor do any promises e3ist for the event of early termination of the
services as a member of the Board of Management as a •
conse.uence of a change of control! A description of the compensation system0 presented in an easily comprehensible manner0 will be published on the BMW Group website and in the &ompensation eport (included in
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the &orporate Governance eport within the Annual eport)! The &hairman of the 1upervisory Board at the Annual General Meeting thereto will e3plain the principles of the
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compensation system and any changes! The total compensation of each individual member of the Board of Management will be disclosed in a &ompensation eport0 broken down into :3ed and variable compensation components and stating names0 which &ompensation eport will also e3plain the compensation system in an easily
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comprehensible manner! The same applies with regard to promises of payments or bene:ts in the event of early or regular termination of the services as a member of the Board of Management0 which have been granted or amended during the :nancial year!
,!, &on@icts of interest •
'uring their period of employment for BMW AG0 members of the Board of Management are sub-ect to a comprehensive
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non7competition clause! Members of the Board of Management and employees may not0 in connection with their work0 demand nor accept from third parties payments or other advantages for themselves or for any other person0 nor grant third parties unlawful
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advantages! The enterprise%s best interests bind members of the Board of Management! Lo member of the Board of Management may pursue personal interests in his decisions or take advantage of
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business opportunities intended for the enterprise! All members of the Board of Management must disclose con@icts of interest to the 1upervisory Board without delay
and inform the other members of the Board of Management thereof! All transactions between the enterprise and members of the Board of Management (including related parties) must comply with standards customary in the sector! 6mportant •
transactions re.uire the approval of the 1upervisory Board! Members of the Board of Management may only undertake ancillary activities0 in particular supervisory board mandates outside the BMW Group0 with the approval of the 1upervisory Board%s 9ersonnel &ommittee!
*! The 1upervisory Board of BMW AG *!" Tasks and responsibilities •
The task of the 1upervisory Board is to advise regularly and supervise the Board of Management in the management of the BMW Group! 6t is involved in all decisions of fundamental
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importance for the BMW Group! The 1upervisory Board appoints and dismisses the members of the Board of Management! When composing the Board of Management the 1upervisory Board shall also have regard for diversity! Together with the Board of Management0 it ensures that long7term successor planning is in place! The 1upervisory Board has delegated the preparation of appointments to the Board of Management to a committee (9ersonnel &ommittee) which also handles the terms and conditions of employment
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contracts including compensation! 4or :rst7time appointments the ma3imum possible appointment period of :ve years is not the general rule! A re7 appointment prior to one year before the end of the appointment period with a simultaneous termination of the current appointment only takes place under special circumstances! An age limit for members of the Board of
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Management has been speci:ed! The 1upervisory Board has issued terms of reference for itself!
*!+ Tasks and authorities of the &hairman of the 1upervisory Board •
The &hairman of the 1upervisory Board coordinates work within the 1upervisory Board0 chairs its meetings and handles
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the e3ternal aEairs of the 1upervisory Board! The &hairman of the 1upervisory Board simultaneously chairs the 9ersonnel &ommittee (which handles contracts with members of the Board of Management)0 the 9residing Board (which0 amongst other tasks0 prepares the 1upervisory Board meetings) and the Lomination &ommittee (which proposes suitable shareholder7side candidates for inclusion on the 1upervisory Board%s proposals for election to the 1upervisory Board at the Annual General Meeting)! The &hairman of the 1upervisory Board does not0 however0 chair the Audit
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&ommittee! The &hairman of the 1upervisory Board maintains regular contact with the Board of Management0 in particular0 with the &hairman of the Board of Management and consults on the strategy0 business development and risk management of the BMW Group! The &hairman of the 1upervisory Board is informed by the &hairman of the Board of Management without delay of important events0 which are essential for an assessment of the situation and development of the BMW Group as well as for the management of the BMW Group! The &hairman of the 1upervisory Board then informs the 1upervisory Board and0 if re.uired0 convenes an e3traordinary meeting of the 1upervisory Board!
*!, 4ormation of committees •
The 1upervisory Board has set up committees with sucient e3pertise based on the speci:c re.uirements of the BMW Group! 1uch committees serve to increase the eciency of the 1upervisory Board2s work and the handling of comple3 issues! The committee chairpersons report regularly to the
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1upervisory Board on the work of the committees! 6n addition to the statutorily re.uired Mediation &ommittee0 the 1upervisory Board has also set up an Audit &ommittee! This committee deals in particular with issues relating to :nancial reporting0 the internal control system0 the risk management system0 internal audit arrangements0 compliance0 auditor independence0 the engagement of the e3ternal auditor0 compliance with the audit engagement0 the determination of speci:c areas of audit emphasis and the fee agreement with the auditor! The &hairman of the Audit &ommittee is re.uired to have speci:c know7how and e3perience in applying :nancial reporting standards and internal control procedures! eFshe is independent and may not be a former member of the Board of Management of the
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&ompany0 whose appointment ended less than two years ago! The 1upervisory Board has also established a Lomination &ommittee0 comprising solely representatives of the shareholders0 which has the task of proposing suitable shareholder7side candidates for inclusion on the 1upervisory Board%s proposals for election to the 1upervisory Board at the Annual General Meeting!
*!* &omposition and compensation of the 1upervisory Board •
4or nominations for the election of members of the 1upervisory Board0 care is taken that the 1upervisory Board is composed0 at all times0 of members who have the re.uired knowledge0 abilities and e3pert e3perience to complete their tasks properly! Attention is also paid to the international activities of the BMW Group0 potential con@icts of interest0 the age limit stipulated for members of the 1upervisory Board and
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to diversity! The ability of the 1upervisory Board to supervise and advise the Board of Management independently is also aided by the fact that the 1upervisory Board is re.uired0 based on its own
assessment0 to have a sucient number of independent members! A 1upervisory Board member is considered to be independent if that member does not have any business or personal relationships with the BMW Group or with the Board of Management of BMW AG which might give rise to a con@ict of interests! Lo more than two former members of the Board of Management may be members of the 1upervisory Board! 1upervisory Board members may not e3ercise directorships or similar positions or advisory tasks for important competitors of •
the BMW Group! 8lection to the 1upervisory Board is carried out in the form of an individual vote! An application for a court appointment of a 1upervisory Board member is re.uired to be limited in time to the ne3t Annual General Meeting! 1hareholders will be informed of proposals for candidates for the position of the
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&hairman of the 1upervisory Board! Members of the Board of Management may not become members of the 1upervisory Board before the e3piry of two years following the end of their appointment unless they are elected upon the proposal of shareholders0 who hold more than + of the voting rights in the &ompany! 6n the latter case0 a move to the chairmanship of the 1upervisory Board shall be deemed to be an e3ception that must be -usti:ed to
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the Annual General Meeting! All members of the 1upervisory Board of BMW AG must ensure that they have sucient time to perform their mandate! 6f members of the 1upervisory Board of BMW AG are also members of the Board of Management of a listed company0 they may not accept more than a total of three non7BMW
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Group supervisory board mandates for listed companies! The compensation of the members of the 1upervisory Board is speci:ed in the Articles of Association of BMW AG and takes into account the responsibilities and scope of tasks of the members of the 1upervisory Board as well as the economic
situation and performance of the BMW Group! &hairmanship and deputy chairmanship of the 1upervisory Board as well as chairmanship of and membership in committees are also taken into account! Members of the 1upervisory Board receive :3ed as well as performance7related compensation! The amount of compensation will be disclosed in the &orporate Governance eport for each individual member0 analy5ed by •
component! 6f a member of the 1upervisory Board takes part in less than half of the meetings of the 1upervisory Board in a particular :nancial year0 this will be disclosed in the Annual eport!
*! &on@icts of interest •
The enterprise%s best interests bind each member of the 1upervisory Board! The members of the 1upervisory Board may not pursue personal interests in their decisions or take advantage of business opportunities intended for the
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enterprise! 8ach member of the 1upervisory Board will inform the 1upervisory Board of any con@icts of interest which may result from a consultant or directorship function with
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clients0 suppliers0 lenders or other business partners! 6n its report0 the 1upervisory Board will inform the Annual General Meeting of any con@icts of interest0 which have occurred0 and how they were handled! Material con@icts of interest and those0 which are not merely temporary in nature0 will result in the termination of the mandate of the
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relevant 1upervisory Board member! Advisory and other service agreements and contracts for work between BMW AG and a member of the 1upervisory Board re.uire the approval of the 1upervisory Board2s 9ersonnel &ommittee!
*!$ 83amination of eciency
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The 1upervisory Board of BMW AG e3amines the eciency of its activities on a regular basis!
! Transparency •
The Board of Management of BMW AG will0 without delay0 give notice of any insider information directly aEecting BMW AG0
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unless e3empted in speci:c cases from this re.uirement! As soon as BMW AG becomes aware of the fact that any party has ac.uired ,0 0 ";0 "0 +;0 +0 ,;0 ; or of the voting rights in the &ompany0 or if these thresholds are e3ceeded or no longer met as a result of a purchase0 sale or other transaction0 the Board of Management will disclose this
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fact without delay! BMW AG treats all shareholders e.ually in respect of the provision of information! All new facts made known to :nancial analysts and the &ompany without delay will also disclose
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similar addressees by BMW AG to the shareholders! The &ompany uses suitable communication media0 such as the 6nternet0 to inform shareholders and investors in a prompt
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and e.uitable manner! Any information0 which the &ompany discloses abroad in line with corresponding capital market law provisions are also0 be
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disclosed in Germany without delay! The purchase or sale of shares in BMW AG or related :nancial instruments0 in particular derivatives0 by Board of Management and 1upervisory Board members or by other persons with senior management responsibilities0 who have regular access to insider information0 or by related parties of such parties0 must be noti:ed without delay to BMW AG which will report the information without delay! 9urchase and sale transactions of this group of persons e3ceeding 8K 0;;; per
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calendar year must be noti:ed! The ownership of shares in BMW AG or related :nancial instruments by individual members of the Board of
Management and 1upervisory Board are reported in the &orporate Governance eport where these directly or indirectly e3ceed " of the stock issued by BMW AG! 6f the entire holdings of all members of the Board of Management and 1upervisory Board e3ceed " of the stock issued by BMW AG0 the total amount will be disclosed separately for the Board •
of Management and 1upervisory Board! As part of the group%s regular information policy0 the dates of essential regular publications (including the Annual eport0 interim :nancial and .uarterly reports) and the date of the Annual General Meeting will be published suciently in
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advance in a >:nancial calendar!> 6nformation published by BMW AG about the BMW Group will also be accessible via the BMW Group%s website! 9ublications are also available in 8nglish!
$! 4inancial eporting and Audit $!" 4inancial eporting •
1hareholders and third parties are informed mainly by means of the group :nancial statements! 'uring the :nancial year0 information is also provided in the form of interim :nancial reports (si37month report0 .uarterly reports)! The group :nancial statements and the abbreviated group :nancial statements included in the si37month and .uarterly reports are drawn up in accordance with applicable international :nancial reporting standards! 4or corporate law purposes (calculation of dividend0 shareholder protection)0 annual :nancial statements are still drawn up in accordance with national regulations (German &ommercial &ode)0 which also
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form the basis for ta3ation! The consolidated :nancial statements are drawn up by the Board of Management and e3amined by the group auditor and 1upervisory Board! The Audit &ommittee with the Board of
Management before publication discusses the si37month and .uarterly reports! 6n addition0 as part of the tasks mandated to them by law0 the 4inancial eporting 8nforcement 9anel and the German 4inancial 1upervisory Authority are entitled to e3amine compliance with relevant :nancial reporting standards (8nforcement)! The group :nancial statements are made publicly accessible within #; days of the end of the :nancial yearD interim reports are made publicly accessible •
within * days of the end of the reporting period! 1peci:c details about securities7related incentive schemes of the &ompany shall be stated in the &orporate Governance
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eport if the &ompany uses any such schemes! BMW AG publishes a list of companies in which it has a shareholding that are not of minor importance to the group! The list includes the name and registered oce of each company0 the shareholding percentage0 the amount of shareholders% e.uity and the net pro:tFloss for the most recent
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:nancial year! 'etails of relationships with shareholders considered to be related parties pursuant to the applicable accounting regulations are disclosed in the group :nancial statements!
$!+ Audit •
9rior to submitting a proposal for election0 the Audit &ommittee will obtain a statement from the proposed auditor stating whether there are any business0 :nancial0 personal and other relationships between the auditor0 its e3ecutive bodies and its employees on the one hand0 and the BMW Group and members of its e3ecutive bodies on the other hand0 that could call the auditor%s independence into .uestion! The Audit &ommittee is also responsible for ensuring that this statement also includes information about the scope of other services performed by the auditor for the BMW Group during the past year0 in particular in the :eld of consultancy0 or which
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are contracted for the following year! The Audit &ommittee arranges for the auditor to inform the &hairman of the Audit &ommittee immediately of any grounds for dis.uali:cation or impartiality arising during the audit0
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unless such grounds are eliminated without delay! The Audit &ommittee engages the auditor to carry out the audit0 concludes a fee agreement and arranges for the auditor to report without delay on all facts and events arising during the performance of the audit0 which are relevant to the tasks
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of the 1upervisory Board! The Audit &ommittee arranges for the auditor to inform the 1upervisory Board andFor include details in the auditor2s long7 form report of facts0 which come to light during the audit0 which could entail the Board of Management and 1upervisory Board making an incorrect assertion in their statement on the
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German &orporate Governance &ode! The auditor takes part in the deliberations of the Audit &ommittee and 1upervisory Board on the annual :nancial statements and consolidated :nancial statements and reports on the signi:cant results of the audit!
S#CIA& "'SP#SIBI&I!(. #)'")I'W. esponsibility for employees today and tomorrow • • • • • •
9rograms promoting work7life balance 8cient work structures F @e3ible work hour systems 'emographic change pro-ect today for tomorrow ?eadership and .uali:cation ealth management +;+; 'iversity
Nalue orientation in the supply chain • •
1ustainability re.uirements as part of purchasing conditions 1election of suppliers based on sustainability criteria
1ocietal &ommitment
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'iverse commitment with a focus on long7term approaches
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that are internationally transferrable &orporate Nolunteering 6nvolvement of foundations
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8mployees! Oey issue 'emographic &hange! •
9hysical ability of older workers does not necessarily decrease
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over time! 6t can be improved and F or stabili5ed with eEective countermeasures!
6n@uencing options • • • •
6ndividual healthcareF nutrition0 e3ercise Puali:cation and leadership behavior 8rgonomics0 individual working time0 @e3ibility 1ocial contacts
1ocial 8ngagement/ Alignment0 principles and core topics • • •
• •
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1ocietal programmes for more than +; years Jb-ective/ shaping the relevant social developments Lot sponsoring0 but commissioning bodyF initiator of social programmes 9rinciple of providing self7help 1upport at the company%s sites for the community through donations and contributions in kind (&ommunity relations) &ore themes of societal commitment o 8ducation for children and youngsters7 trac safety0 mobility0 energy and clean energy0 automotive o
production and natural scienti:c promotion 6ntercultural understanding Q BMW Group Award for
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intercultural engagement honors outstanding pro-ects oad safety Q school route maps for infant classesD primary school children in Munich and Berlin get their own personal school route map0 designed to ensure that
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they can get safely to school 9rogrammes against 6NFA6'1 Q A6' for A6'1 health
service with e3tensive care for employees and their families Q medication0 psychological counseling0 nutrition0 lifestyle education0 re7integration
