EMERGING

More documents

Recommendations

Info

<strong>EMERGING</strong> MARKETS: A Review of Business and Legal Issues neighbouring Switzerland, foreigners on average constitute 45% of the members of the boards. 1 The activity of German supervisory boards is low (they meet 4 times a year on average), as compared to the average for the United Kingdom or the European Union, where the average number of the boards’ meetings a year amounts to 9. Six members of the Siemens AG supervisory board have an academic degree. Seven out of 20 members are also members of other supervisory boards (in 15 German and foreign companies in total 2 ), including also the trade unionists. The record belongs to Gerhard Cromme who upon becoming the chairman of Siemens AG supervisory board in 2007 reduced his involvement in other supervisory boards from 8 to 4, including one foreign company, but retained the position of the chairman of ThyssenKrupp AG supervisory board. The supervisory board’s term in office lasts 5 years. In 2008 the mandates of 11 out of 20 supervisory board members expire due to the end of their term in office. In January 2008 11 supervisory board members were replaced at the ordinary general shareholders’ meeting. The replaced members included not only those whose term in office expired, but also the abovementioned persons appointed at the previous general shareholders’ meeting. The interesting thing is that the persons with record service in the board who represented employees and trade union were not changed again. Only 4 out of 10 members from this group were replaced, while the replacement had a wider scope among shareholders (7 out of 10). 3 The size and structure of the supervisory board (50% of trade unionists and employees) probably will not change until the possible transformation of the company into a European Company, which is not certain taking into account the evolution of the corporation’s geographical structure. 1 Heindrick, Struggless, 2007, Corporate Governance in Europe, according to FT. 9.05; p. 9. 2 Allianz SE, ThyssenKrupp AG, Saint-Gobain S.A., GUS plc, Hogg Robinson Group plc, HSBC Holdings plc, DaimlerChrystler AG, Eurocopter Deutschland GmbH, Audi AG, MTU Aero GmbH, Wincor Nixdorf AG, Muenchener Rueck AG, Thyssen Handelsgesellschaft mbH, E.ON AG. 3 According to www.siemens.com Page 32 Volume 1, April 2009
<strong>EMERGING</strong> MARKETS: A Review of Business and Legal Issues The Board of Directors The Board of Directors of the company (Vorstand) consists of 11 persons appointed for a 5-year term in office. The Board of Directors consists of the so-called 8-person central Board of Directors (Zentralvorstand) whose members do not bear operational responsibility, and 3 members responsible operationally for support divisions (finance, strategy, human resources). The Board of Directors supervises the operations of over 30 sector directors in 13 business areas (Bereichen) and regional structures consisting of regional companies, branches and representative offices. Subsidiaries report both to the central Board of Directors and to the management of individual sectors. 1 The current Board of Directors (October 2007) includes 5 persons who are new to the Board of Directors, including the President, and their term in office has been less than 2 years. Another 5 members have worked in the Board of Directors for 4 to 8 years. The record term in office is 13 years. Apart from the responsibilities entrusted to them, all members of the Board of Directors perform also functions in the Boards of Directors, mainly of subsidiaries (45), as well as of independent entities (12), both domestic and foreign. The average is 3.75 entities. The record holder - dr Heinrich Hiesienger - is a member of the board in 13 major regional subsidiaries, and in three of them he holds the position of the chairman of the supervisory board (including Polish Siemens Sp. z o.o. See: Box Siemens Regional Company). The president of the Board of Directors Peter Löscher is a member of only 2 supervisory boards of foreign companies, including the new Nokia Siemens Networks Holding BV. In 2007 there were 44 meetings of the Board of Directors. KPMG Deutschland was the auditor of the company in 2006 and is the auditor also now. The auditor is likely to be changed soon as a result of the conducted competition. 2 1 Automatics, energy, transport, medicine, IT and communications, lighting technology, financial services, investments. A.Hennersdorf, 2007, Entfrosten and Entrosten, Wirtschaftswoche, 22, p. 74 2 Handelsblatt, 2007, Siemens sucht neue Wirtschaftsprüfer, 4.12., p. 16. Page 33 Volume 1, April 2009
Page 1 and 2: EMERGING MARKETS: A Review of Busin
Page 31: EMERGING MARKETS: A Review of Busin
Page 83 and 84:
EMERGING MARKETS: A Review of Busin
Page 85 and 86:
Page 87 and 88:
Page 89 and 90:
Page 91 and 92:
Page 93 and 94:
Page 95 and 96:
Page 97 and 98:
Page 99 and 100:
Page 101 and 102:
Page 103 and 104:
Page 105 and 106:
Page 107 and 108:
Page 109 and 110:
Page 111 and 112:
Page 113 and 114:
Page 115 and 116:
Page 117 and 118:
Page 119 and 120:
Page 121 and 122:
Page 123 and 124:
Page 125 and 126:
Page 127 and 128:
Page 129 and 130:
Page 131 and 132:
Page 133 and 134:
Page 135 and 136:
Page 137 and 138:
Page 139 and 140:
Page 141 and 142:
Page 143 and 144:
Page 145 and 146:
Page 147 and 148:
Page 149 and 150:
Page 151 and 152:
Page 153 and 154:
Page 155 and 156:
Page 157 and 158:
Page 159 and 160:
Page 161 and 162:
Page 163 and 164:
show all

EMERGING

Create successful ePaper yourself

Delete template?

Save as template?