《宝马集团(BMW GROUP)2022年企业治理状况报告(英文版)(22页).pdf》由会员分享,可在线阅读,更多相关《宝马集团(BMW GROUP)2022年企业治理状况报告(英文版)(22页).pdf(22页珍藏版)》请在三个皮匠报告上搜索。
1、S T A T E M E N T O NC O R P O R A T E G O V E R N A N C E 2 0 2 2 Page 2 of 22 CONTENTS Declaration of Compliance with the German Corporate Governance Code(DCGK).3 Information on the Companys Governing Constitution.3 Shareholders and Annual General Meeting.4 Board of Management.4 Overview.4 Board o
2、f Management work procedures.5 Tasks of the full Board of Management.5 Board of Management Committees.5 Cooperation with the Supervisory Board.6 Board of Management succession planning,diversity concept.6 Supervisory Board.7 Overview.7 Supervisory Board work procedures.8 Presiding Board and Supervis
3、ory Board Committees.9 Composition targets for the Supervisory Board,competency profile,diversity concept.9 Self-assessment of the Supervisory Board as at 31 December 2022.11 Skills matrix.12 Overview of Supervisory Board Committees and their Composition.13 Members of the Board of Management.15 Memb
4、ers of the Supervisory Board.16 Targets and Target Achievement regarding the proportion of women serving at executive management levels I and II.20 Information on Corporate Governance Practices Applied Beyond Mandatory Requirements.20 Core values and guiding principles.20 Responsibility.20 Appreciat
5、ion.20 Transparency.20 Trust.20 Openness.20 Compliance Code and social responsibility towards employees and along the supply chain.20 Goal-oriented management of sustainability.21 Links Related to the Statement on Corporate Governance.21 AGM voting results.21 Articles of Incorporation of BMW AG and
6、Rules of Procedure of the Board of Management and the Supervisory Board.21 BMW Group Compliance Code.21 BMW Group Report 2022 including the Auditors Report.21 Curricula vitae of the members of the Board of Management and the Supervisory Board of BMW AG.21 Declarations of Compliance.21 Environmental
7、and social standards in the supplier network.21 Remuneration Report,remuneration system and remuneration resolution.21 Report of the Supervisory Board on the Financial Year 2022.21 Respect for people and the environment.21 Page 3 of 22 STATEMENT ON CORPORATE GOVERNANCE*,*1 9 March 2023Good corporate
8、 governance acting in accordance with the principles of responsible management aimed at creation of value on a sustainable basis is an essential requirement for the BMWGroup,embracing all areas of the business.Trans-parent reporting and corporate communication,corporate gov-ernance that is aligned w
9、ith the interests of all stakeholders,cooperation based on trust between the Board of Manage-ment,Supervisory Board and employees,and compliance with applicable law are essential cornerstones of the corporate cul-ture within the BMW Group.In this combined statement,the Board of Management and Superv
10、isory Board of Bayerische Motoren Werke Aktiengesell-schaft(“BMW AG”)report on corporate governance at BMW AG and the BMW Group pursuant to 289f and 315d of the German Commercial Code(HGB)and in accordance with the recommendations of the German Corporate Governance Code as amended on 28 April 2022(D
11、CGK).DECLARATION OF COMPLIANCE WITH THE GERMAN CORPORATE GOVERNANCE CODE(DCGK)The Board of Management and the Supervisory Board of BMW AG declared the following in December 2022 pursuant to 161 of the German Stock Corporation Act(AktG)regarding the recommendations of the“Government Commission on the
12、 German Corporate Governance Code”:*For reasons of simplicity,this report may use the masculine form in reference to persons.It is intended to represent all genders.*Non-binding convenience translation“1.Since the last Declaration was issued in December 2021,BMW AG has complied with all the recommen
13、dations pub-lished officially in the Federal Gazette on 20 March 2020(Code version dated 16 December 2019).2.BMW AG will in future comply with all the recommendations published officially on 27 June 2022 in the Federal Gazette(Code version dated 28 April 2022).”Furthermore,the Company also complies
14、with all the sugges-tions of the DCGK.BMW AGs current and previous Declarations of Compliance are available on the Companys website at ON THE COMPANYS GOVERNING CONSTITUTION The designation BMW Group comprises BMW AG and its group entities.BMWAG is a stock corporation(Aktiengesellschaft)within the m
15、eaning of the German Stock Corporation Act(Ak-tiengesetz)and has its registered office in Munich,Germany.It has three representative bodies:the Board of Management,the Supervisory Board and the Annual General Meeting.The duties and authorities of those bodies derive from the Stock Corporation Act an
16、d the Articles of Incorporation of BMWAG.The shareholders exercise their rights at the Annual General Meeting.The Board of Management is fully responsible for managing the enterprise and is monitored and advised by the Supervisory Board.The Supervisory Board appoints the mem-bers of the Board of Man
17、agement and can,at any time,revoke an appointment for good cause.The Board of Management in-forms the Supervisory Board and reports to it regularly,promptly and comprehensively,in line with the principles of conscientious and faithful accountability and in accordance with the law and the reporting d
18、uties determined by the Super-visory Board.The Board of Management requires the approval of the Supervisory Board for certain major proceedings.The Supervisory Board is not,however,authorised to undertake management measures itself.The close interaction between the Board of Management and the Superv
19、isory Board in the interests of the enterprise as described above is also known as a“two-tier board structure”.Page 4 of 22 SHAREHOLDERS AND ANNUAL GENERAL MEETING The shareholders of BMW AG exercise their control and deci-sion rights at the Annual General Meeting.The Annual General Meeting decides
20、in particular on the utili-sation of unappropriated profit,the ratification of the activities of the members of the Board of Management and of the Su-pervisory Board,the appointment of the external auditor,changes to the Articles of Incorporation and certain capital-re-lated measures,as well as elec
21、ting the shareholders repre-sentatives to the Supervisory Board.Moreover,the remuneration systems for members of the Board of Management and the Supervisory Board are presented to the Annual General Meeting for approval whenever they un-dergo significant changes,but at least every four years.They we
22、re last presented at the 2021 Annual General Meeting.Starting with the 2022 Annual General Meeting,the Annual General Meeting also votes annually on whether to approve the Remuneration Report.The Remuneration Report for the past financial year including the Auditors Report,the current remuneration s
23、ystem and the most recent resolution on remu-neration are available on the Companys website at to the Covid-19 pandemic,the 2022 Annual General Meeting was held as a virtual meeting,i.e.without sharehold-ers and proxies being physically present with the exception of Company representatives acting as
24、 proxies for the sharehold-ers.Shareholders were able to exercise their voting rights by issuing instructions to these Company representatives or by postal vote.During the Annual General Meeting,shareholders questions were answered and video clips that shareholders had submit-ted in advance were pla
25、yed.Registered shareholders were,of course,able to follow the Annual General Meeting in its en-tirety using the Companys online service.The Annual General Meeting accepted all resolutions and nominations proposed by the Board of Management and the Supervisory Board.The voting results are published o
26、n BMW AGs website at OF MANAGEMENT The Board of Management manages the enterprise on its own responsibility,acting in the best interests of the BMW Group with the aim of achieving sustainable growth in value.The in-terests of shareholders,employees and other stakeholders are also taken into account
27、in the pursuit of this aim.The Board of Management also systematically identifies and assesses the risks and opportunities connected with social and environmental factors for the BMW Group and the envi-ronmental and social impact of business activities.In addition to long-term economic goals,the cor
28、porate strategy takes due account of environmental and social objectives.The business forecast includes corresponding financial and sustainability targets.Overview In accordance with 7 of the Articles of Incorporation,the Board of Management of BMW AG comprises at least two per-sons;other than that,
29、the number of members of the Board of Management is determined by the Supervisory Board.On 31 December 2022,the Board of Management comprised seven members(six men and one woman).The Board of Management decides on the principal guidelines for managing the enterprise,determines and agrees upon the st
30、rategic orientation with the Supervisory Board,and ensures its implementation.The Board of Management is responsible for ensuring that all provisions of law and internal regulations are complied with.The Board of Management is responsible for ensuring that an effective,appropriate internal control s
31、ys-tem and risk management system are in place.The internal control system comprises the internal control system for ac-counting and financial reporting,the internal control system for reporting selected non-financial key figures,the Compliance Management System and the internal audit system.Followi
32、ng the appointment of a new member to the Board of Management,the BMW legal department informs the new member of the material legal context in which the Board mem-bers duties are to be carried out as well as corporate govern-ance aspects relevant to the position,including the duty to co-operate when
33、 a transaction or event triggers reporting require-ments or requires the approval of the Supervisory Board.Members of the Board of Management are required to act in the enterprises best interests and may not pursue personal interests in their decisions or take advantage of business op-portunities in
34、tended for the benefit of the Company.They may only undertake ancillary activities,particularly supervisory board mandates outside the BMW Group,with the prior ap-proval of the Supervisory Boards Personnel Committee.Individual members of the Board of Management of BMWAG are required to disclose any
35、conflicts of interest to the Supervi-sory Board without delay,and to inform the other members of the Board of Management accordingly.During their period of employment for the BMW Group,mem-bers of the Board of Management are bound by a comprehen-sive non-competition clause.Page 5 of 22 Board of Mana
36、gement work procedures The Board of Management has adopted rules of procedure which are published on the Companys website at www.bmw- rules of procedure incorporate the principle that the full Board of Management bears joint re-sponsibility for all matters of particular importance,among other princi
37、ples.In all other respects,each member of the Board of Management is responsible for the area of responsi-bility assigned to them.Specific arrangements may be put in place for matters affecting more than one area of responsibil-ity.The allocation of areas of responsibility and business seg-ments amo
38、ng the members of the Board of Management is set out in a schedule of responsibilities.Members of the Board of Management bear joint responsibility for the overall management of the enterprise.They work to-gether as colleagues and keep one another constantly up-dated on important business matters an
39、d transactions within their areas of responsibility.The members of the Board of Management will exercise the diligence of prudent and conscientious leaders in the conduct of their business.The Board of Management adopts its resolutions at full Board meetings as well as at Product and Customer Board
40、meetings.Board meetings are convened,coordinated and chaired by the Chairman of the Board of Management.In the event that the Chairman of the Board of Management is unable to attend a meeting,the member of the Board responsible for Finance rep-resents him.A secretariat for Board of Management matter
41、s has been es-tablished to assist the Chairman and other Board members with the preparation and follow-up work connected with Board meetings.The Board of Management is quorate at a meeting if all Board members have been invited and more than half are present.Board of Management members who join a me
42、eting by tele-phone or by video/audio transmission are deemed to be pre-sent.Members who are not present may cast their votes in writing,by e-mail,by text message or by fax,addressed for the attention of the Chairman of the Board of Management.The Chairman of the Board of Management may permit other
43、 elec-tronic forms of communication for voting.Except in urgent cases,matters relating to an area of responsibility for which the responsible Board member is absent only temporarily will only be discussed and decided upon with that members con-sent.At the instigation of the Chairman of the Board of
44、Manage-ment,resolutions may also be passed outside meetings.Out-side of a meeting,the Board of Management has a quorum if all members have been invited to participate in the vote for a resolution,if no member immediately objects to this procedure,and if more than half of the Board members participat
45、e in the vote.Votes may be cast in writing,by e-mail,text message,fax,telephone,by means of audio/video transmission or by any other electronic means of communication allowed by the Chairman of the Board of Management.The Chairman of the Board of Management may determine a specific form of voting.Re
46、solutions of the Board of Management should be passed unanimously whenever possible.If unanimity cannot be achieved,the Board of Management passes resolutions by a simple majority of the votes cast,unless other majorities are prescribed as mandatory by law,the Articles of Incorporation,or the Board
47、of Managements rules of procedure.In the event of a tied vote,the Chairman of the Board of Management has the casting vote.Any changes to the Board of Managements rules of procedure must be passed unanimously.Minutes are kept of the meetings of the Board of Management,indicating the place and date o
48、f the meeting,the participants,the items on the agenda and the wording of the resolutions.The minutes are signed by the Chairman of the Board of Man-agement.Generally,two to three in-person Board meetings were held each month during the financial year 2022.Tasks of the full Board of Management In th
49、e year under report,deliberations were held and decisions were taken by the Board of Management at full Board meet-ings as well as at Product and Customer Board meetings.The overall framework for developing business strategies,the use of resources,the implementation of strategies and matters of part
50、icular importance and consequence to the BMW Group are defined and decided upon at full Board of Management meetings.Product and customer-related issues of particular importance and consequence to the BMW Group as well as cross-brand decisions on automobile product strategy and all product pro-jects
51、 at the fundamental stage are decided upon at Product and Customer Board meetings.Board of Management Committees The Board of Management has established“Customer”,“Sen-ior Executives”and“Operations”committees.Board of Management Committees pass resolutions inde-pendently and in place of the Board of
52、 Management for mat-ters relating to the Committees area of responsibility.A Com-mittee matter is dealt with by the full Board of Management if a Board of Management member requests it.The full Board of Management may amend or revoke the resolutions of a com-mittee at any time.The members of a commi
53、ttee report regu-larly to the full Board of Management on committee work.Page 6 of 22 Within this framework,Board of Management Committees may regulate their own working procedures;in all other re-spects,the rules of procedure of the Board of Management ap-ply accordingly.The Board of Management Cus
54、tomer Committee deliberates and decides on sales,brand,production and purchasing issues across all Board areas of responsibility.It usually meets once a month,and at least four times a year in full session.Board members with voting rights comprise the Board member re-sponsible for Customer,Brands,Sa
55、les(who also chairs the committee)as well as the Board members responsible for Fi-nance,Purchasing and Supplier Network,and Production.The Board of Managements Senior Executives Committee de-liberates and makes decisions across all Board areas of re-sponsibility on the development of rules and regul
56、ations for senior executives,the principles of personnel policy and the appointment and promotion of senior executives to function level II.The Committee has two members who are entitled to vote at meetings,namely the Chairman of the Board of Man-agement(who also chairs the committee)and the Board m
57、em-ber responsible for People and Real Estate.The Operations Committee generally meets every two weeks and deliberates and decides across all Board areas of respon-sibility on automobile product projects,based on the strategic orientation and decision-making framework stipulated by the Board of Mana
58、gement.Board members with voting rights comprise the Board member responsible for Production(who also chairs the committee),the Board member responsible for Development and the Board member responsible for Purchas-ing and Supplier Network.Cooperation with the Supervisory Board The Chairman of the Bo
59、ard of Management coordinates and leads on cooperation and communication between the Board of Management and the Supervisory Board.The Chairman of the Board of Management maintains regular contact with the Chairman of the Supervisory Board and keeps him informed of all important matters.The Supervis
60、ory Board has resolved that its specific approval is required for transactions of fundamental importance.Where necessary,the Chairman of the Board of Management obtains the approval of the Supervisory Board.The Chairman of the Board of Management is also responsible for ensuring that reporting dutie
61、s vis-a-vis the Supervisory Board are complied with.The Chairman is supported by all members of the Board of Management in the fulfilment of these tasks.The Board of Managements information and reporting obliga-tions vis-a-vis the Supervisory Board are defined by Supervi-sory Board resolution in add
62、ition to statutory requirements.As a general rule,in the case of reports required by law,the Board of Management submits its reports to the Supervisory Board verbally and in writing.To the greatest extent possible,docu-ments required as a basis for taking decisions are sent to the members of the Sup
63、ervisory Board in good time prior to the relevant meeting.This usually happens via a highly secure dig-ital platform(Digital Boardroom).The fundamental principle followed when reporting to the Su-pervisory Board is that the Board of Management must report regularly,promptly and comprehensively on al
64、l matters of sig-nificance for the BMW Group relating to strategy,planning,business performance,risk exposures,risk management and compliance.This requires the Board of Management to ad-dress deviations of actual outcomes from targets agreed upon in established plans,indicating the reasons for such
65、devia-tions.Board of Management succession planning,diversity concept Together with the Board of Management,the Supervisory Board ensures that long-term succession planning is in place.In their assessment of candidates for a post on the Board of Management,the underlying criteria applied by the Supe
66、rvi-sory Board for determining the suitability of candidates are their expertise in the relevant area of Board responsibility,out-standing leadership qualities,a proven track record and a good understanding of the BMW Groups business.The Supervisory Board has adopted a competency and diversity conce
67、pt for the composition of the Board of Management,which is also aligned with the recommendations contained in the German Corporate Governance Code.The Supervisory Board is careful to consider diversity-related issues when assessing which candidates are most suitable for a seat on the Board of Man-ag
68、ement.“Diversity”in the context of the decision-making process is understood by the Supervisory Board to encompass various complementary individual profiles and work and life experiences at both national and international level,as well as an appropriate representation of genders.In reaching its deci
69、-sions,the Supervisory Board also considers the following fac-tors:Board of Management members need to have a long-standing track record of management experience,ideally in a variety of professional fields.An adequate mix of different professional and management skills is sought here.At least two me
70、mbers should have international manage-ment experience.At least two members of the Board of Management should have a technical background.Page 7 of 22 Collectively,the Board of Management should have exten-sive experience in the fields of development,production,sales,finance and human resources.The
71、Board of Management must comprise at least one man and one woman.The Supervisory Board ensures this mini-mum gender participation.The Supervisory Board consid-ers it desirable to raise the proportion of women on the Board of Management and fully supports the Board of Man-agements endeavours to incre
72、ase the proportion of women at the highest executive management levels within the BMW Group.The Board of Management reports to the Personnel Committee and the Supervisory Board at regular intervals on the proportion and development of female ex-ecutives,particularly in senior management positions an
73、d at the first executive level.Further information on gender di-versity can be found in the section“Targets and target achievement regarding the proportion of women serving at executive management levels I and II”on page 20.The Supervisory Board has set an age limit for Board of Management membershi
74、p.As a general rule,this age limit is 60.The Supervisory Board also pays attention to achiev-ing an appropriate mixture of people of different ages within the Board of Management.When selecting an individual for a post on the Board of Man-agement,the Supervisory Board decides in the best interest of
75、 the Company and after ample consideration of all the relevant circumstances.In the Supervisory Boards opinion,the composition of the Board of Management in the financial year 2022 is in line with the stipulated diversity concept.In particular,the requirement that the Board of Management comprise at
76、 least one man and one woman was consistently met.The varying professional,academic and life experiences of the members of the Board of Management complement one another.To enable a compari-son with the diversity concept,the curricula vitae of the mem-bers of the Board of Management can be accessed
77、on the BMW Groups website at addition to the Supervisory Board,the Personnel Committee of the Supervisory Board and the Chairman of the Board of Management,the human resources department responsible for senior executives of the Company is also involved in the long-term succession planning for the Bo
78、ard of Management.Potential candidates for the individual Board functions are dis-cussed regularly with the Chairmen of the Board of Manage-ment and the Supervisory Board,both on the basis of the re-quirements for the specific area of responsibility and on the ba-sis of the competency and diversity
79、concept for the entire Board.This process is connected to the annual assessments of senior executives in the Company and is intended to make an up-to-date pool of internal candidates available on an on-going basis,which the Personnel Committee and Supervisory Board can revert to.As a rule,the Person
80、nel Committee addresses the question of whether to replace a member of the Board of Management or extend their mandate approximately one year before the end of a mandate on the Board of Management.If a board member is to be replaced,the internal pool will be reviewed.In some cases,HR consultants are
81、 also called in to look for suitable ex-ternal candidates and/or to assess the suitability of candi-dates.The Personnel Committee of the Supervisory Board takes the competency and diversity concept described by the Supervisory Board into account as part of the pre-selection process for candidates.In
82、dividuals on the shortlist are invited to present themselves to the Personnel Committee.Candi-dates recommended by the Personnel Committee will then present themselves in separate preliminary discussions be-tween the representatives of the shareholders and the em-ployees,and subsequently in the Supe
83、rvisory Board plenary.After thorough deliberation,the latter takes the final decision on the selection of the suitable candidate and their appoint-ment to the Board of Management.SUPERVISORY BOARD The Supervisory Board is charged with the task of advising and supervising the Board of Management in i
84、ts management of BMWAG.Overview BMWAGs Supervisory Board is composed of ten shareholder representatives(elected by the Annual General Meeting)and ten employee representatives(elected in accordance with the Co-Determination Act).In the event of an early departure from the Board,for example if the mem
85、ber enters retirement or re-signs,the responsible court will appoint a new member of the Supervisory Board for the remainder of the term.For share-holder representatives,the appointment is only until the next Annual General Meeting.The ten employee representatives on the Supervisory Board include se
86、ven Company employees,including one senior executive,and three members of the Supervisory Board who are elected on the recommendation of trade unions.The Supervisory Board is involved in all Board of Management decisions of fundamental importance for BMW AG.It appoints the members of the Board of Ma
87、nagement and de-cides upon the level of compensation they receive.The Super-visory Board can revoke appointments for important reasons.Members of the Supervisory Board of BMW AG may not dele-gate their duties to others.Page 8 of 22 Members of the Supervisory Board of BMWAG are obliged to act in the
88、best interest of the enterprise as a whole.They may not pursue personal interests in their decisions or take ad-vantage of business opportunities intended to benefit the Company.Members of the Supervisory Board are required to inform the Chairman of the Supervisory Board without delay of any con-fli
89、cts of interest,particularly any that may result from a direc-torship function or advisory role with clients,suppliers,lenders or other business partners.The Supervisory Board reports on the handling of such conflicts of interest to the Annual General Meeting.If a Supervisory Board member has signif
90、icant and non-temporary conflicts of interest,this will lead to the termi-nation of the mandate.Members of the Supervisory Board of BMW AG are required to ensure that they have sufficient time to carry out their duties and to pay attention to the limitations recommended in the German Corporate Gover
91、nance Code for supervisory board mandates and similar functions.Members of the Supervisory Board are responsible for under-taking any training required for the performance of their duties,appropriately assisted by the Company.The Company holds training events several times a year for the members of
92、the Su-pervisory Board and bears all associated costs.Following the election of a new Supervisory Board member,the BMW legal department is required to inform the new mem-ber of the principal legal issues affecting their duties as well as corporate governance aspects relevant to the position,includ-i
93、ng the duty to cooperate when a transaction or event triggers reporting requirements or is subject to the approval of the Su-pervisory Board.Moreover,the Company submits various onboarding plans to introduce members to topics that are im-portant for the work of the Supervisory Board.Further informat
94、ion on training measures carried out in 2022 and on the onboarding programme for new Supervisory Board members is provided in the Report of the Supervisory Board.Supervisory Board work procedures The Supervisory Board holds a minimum of two meetings in each of the first and second six-month periods
95、of the calendar year.In general,five Supervisory Board meetings are held per calendar year.At least one meeting per year is planned to ex-tend over several days,partially to enable an in-depth ex-change of thoughts and ideas on strategy,technology and products.The main topics of meetings during the
96、period under report are summarised in the Report of the Supervisory Board.Shareholder representatives and employee representatives regularly prepare Supervisory Board meetings separately,and together with members of the Board of Management as the need arises.The Chairman of the Supervisory Board coo
97、rdinates work within the Supervisory Board,convenes and chairs its meet-ings,handles its external affairs and represents it in its deal-ings with the Board of Management.The Supervisory Board is quorate if all members have been in-vited to the meeting and at least half of its total membership partic
98、ipate in the vote on a particular resolution.A resolution relating to an agenda item not included in the invitation is only valid if none of the members of the Supervisory Board who were present at the meeting object to the resolution and if a minimum of two-thirds of the members are present.Supervi
99、sory Board resolutions are generally passed by a sim-ple majority.The German Co-Determination Act contains spe-cific legal requirements and procedural provisions with respect to majority voting,particularly regarding the appointment and dismissal of members of the Board of Management and the electio
100、n of a Chairman or Deputy Chairman of the Supervisory Board.If a Supervisory Board vote results in a tie,a new discussion will only take place if the majority of the Supervisory Board re-solves accordingly.In the event of a new vote on the same item,the Chairman of the Supervisory Board has two vote
101、s if the vote is again tied.The resolutions of the Supervisory Board and its Committees are regularly adopted at the meetings.Absent members of the Supervisory Board may have their written vote submitted by another member of the Supervisory Board.This rule also ap-plies to the casting of the second
102、vote by the Chairman of the Supervisory Board.Voting in writing,by telephone,fax or by means of electronic media is also permissible if the Chairman(or Deputy Chairman if the Chairman is unable to participate)consents to this in exceptional circumstances.In this case,such resolutions are required to
103、 be confirmed retrospectively by way of minutes.Voting after the meeting is permitted if the Chairman(or Deputy Chairman in his absence)consents to this prior to the vote taken in the meeting,and if this consent ap-plies for all absent members of the Supervisory Board.A dead-line by which votes cast
104、 after the meeting must be received will be set by the Chairman.Minutes are kept of the resolutions and meetings,indicating the place and date of the meeting,the participants,the items on the agenda and the wording of the resolutions.The minutes are signed by the chair of the meeting.The Supervisory
105、 Board may call on experts and other suitably informed persons to attend meetings in order to give advice on specific matters.The Supervisory Board also meets regularly without the Board of Management.BMWAG ensures that the Supervisory Board and its commit-tees are appropriately equipped to carry ou
106、t their duties.This Page 9 of 22 includes providing a central Supervisory Board office to organ-ise the Supervisory Boards work and support the chairper-sons in their work.The Supervisory Board regularly assesses the effectiveness of its activities and the activities carried out by its committees by
107、 means of a questionnaire as well as individual discussions with the Chairman.The findings and conclusions resulting from this self-assessment process are subsequently discussed in plenary.The evaluation for the financial year 2022 shows a high level of satisfaction among the members of the Supervi-
108、sory Board with the organisation and conduct of the meetings as well as with the topics covered at the meetings and the ad-ditional training events.Cooperation is perceived as construc-tive and trusting,both within the Supervisory Board and with the Board of Management.Those joining the Supervisory
109、Board found the onboarding assistance provided extremely useful.Whenever possible,suggestions for further improve-ment of the Supervisory Boards work,and for topics to be dis-cussed in detail,are promptly taken up.The Supervisory Boards rules of procedure are published on the Companys website at Boa
110、rd and Supervisory Board Committees Taking into account the specific circumstances of the BMWGroup and the number of Board members,the BMW AG Supervisory Board has set up a Presiding Board and four com-mittees,namely the Personnel Committee,the Audit Commit-tee,the Nomination Committee and the Media
111、tion Committee.These work to ensure the Supervisory Boards work is as ef-fective as possible.Committee chairpersons report in detail on committee work at each Supervisory Board meeting.The composition of the Presiding Board and the Committees is based on legal requirements,the Articles of Incorporat
112、ion,the rules of procedure and corporate governance principles,par-ticularly taking into account the professional expertise of their members.According to the relevant rules of procedure,the Chairman of the Supervisory Board is,in this capacity,automatically a member of the Presiding Board,the Person
113、nel Committee and the Nomination Committee,and also chairs these Committees.The number of meetings held by the Presiding Board and the Committees depends on business need.As a rule,the Presid-ing Board,the Personnel Committee and the Audit Committee hold several meetings in the course of a year.In l
114、ine with the terms of reference for the plenary,the Supervi-sory Board has set out rules of procedure for the activities of the Presiding Board and the various Committees.With the ex-ception of the Mediation Committee,the Committees are quor-ate if all members have been invited and at least three me
115、m-bers,including at least one shareholder representative and one employee representative,participate in the adoption of resolutions.All four members of the Mediation Committee must be present for this body to pass resolutions.Unless oth-erwise stipulated by law,resolutions taken by the Committees ar
116、e passed by a simple majority.The Audit Committee discusses the assessment of the audit risk,the audit strategy,audit planning and audit results with the auditor.The Chairman of the Audit Committee maintains ongoing dialogue with the auditor regarding the audits pro-gress,and reports to the Committe
117、e about this.The Audit Committee regularly consults with the auditor,also without the Board of Management.The main tasks of the Presiding Board,the Committees and their members are detailed in the overview starting on page 13.Sustainability issues are of key importance to the Supervisory Board.They
118、are an integral part of the Presiding Boards work and that of several Committees.The Presiding Board ad-dresses sustainability aspects in the context of corporate strat-egy and corporate planning in particular.The Audit Committee accords special attention to the audit of the non-financial statement,
119、which reports on important sustainability issues.In turn,the Personnel Committee prepares decisions on the re-muneration of Board of Management members under consid-eration of sustainability targets.Due to the close connection between the aforementioned key sustainability fields and the core tasks a
120、nd activities carried out by the existing Committees,the Supervisory Board has de-cided not to establish an additional,separate committee for sustainability issues.Composition targets for the Supervisory Board,competency profile,diversity concept The Supervisory Board must be composed in such a way
121、that its members collectively possess the knowledge,skills and ex-perience required to perform its tasks in a proper manner.To this end,BMW AGs Supervisory Board has passed a reso-lution specifying the objectives regarding its composition,in-cluding a competency profile for the Supervisory Board,as
122、fol-lows.These also underpin the overall concept for achieving di-versity in the composition of the Supervisory Board(diversity concept):The Supervisory Board is required to include at least six in-dependent shareholder representatives within the meaning of Recommendations C.6 and C.7 of the DCGK.Th
123、e chairs of the Supervisory Board,the Audit Committee and the Personnel Committee which is involved in prepar-ing decisions on Board of Management remuneration should be independent of the Company and of the Board of Page 10 of 22 Management.The chairperson of the Supervisory Board shall not serve a
124、s the chair of the Audit Committee.When seeking suitably qualified individuals for the Supervi-sory Board whose specialist skills and leadership qualities are most likely to be an asset to the Board as a whole,con-sideration also needs to be given to diversity.When prepar-ing nominations,the extent
125、to which the work of the Super-visory Board will benefit from diverse professional and per-sonal backgrounds(including international aspects)and from an appropriate gender representation also needs to be taken into account.It is the joint responsibility of all those participating in the nomination a
126、nd election process to en-sure that qualified women are considered for Supervisory Board membership.If possible,the Supervisory Board should have at least four members that have international experience or specialised knowledge of one or more non-German markets important to the BMW Group.Furthermore
127、,if possible,the Supervisory Board should in-clude seven members who have in-depth knowledge and experience within the BMW Group,no more than two of whom shall be former members of the Board of Manage-ment.Three members of the Supervisory Board should preferably have previous experience in the manag
128、ement or supervi-sion of another medium-sized or large company.The Supervisory Board should ideally have expertise in the following areas relevant to the Company:corporate strat-egy,technology,purchasing/supply chains,produc-tion/manufacturing,sales/customer needs,finance/ac-counting/auditing,capita
129、l markets,mobility,human re-sources/personnel management,compliance,IT/digitalisa-tion/artificial intelligence and change management/busi-ness transformation.Each member of the Supervisory Board should have expertise in at least one of these areas.Three members of the Supervisory Board should prefer
130、ably have expertise in sustainability issues that are of key im-portance to the Company.At least one member of the Audit Committee must have ex-pert knowledge of accounting,while at least one further member of the Audit Committee must have expert knowledge of auditing.The expertise in accounting sho
131、uld encompass special knowledge and experience in the appli-cation of accounting principles and internal control and risk management systems,while the expertise in auditing should encompass special knowledge and experience in auditing.Accounting and auditing also cover sustainability reporting and a
132、uditing.The Chair of the Audit Committee should have expert knowledge in at least one of these two areas.The members of the Audit Committee must all together be familiar with the sector in which the Company operates.No persons carrying out directorship functions or advisory roles for important compe
133、titors of the BMW Group may be-long to the Supervisory Board.In compliance with applica-ble legislation,members of the Supervisory Board are re-quired to ensure that no persons will be nominated for elec-tion with whom a serious,non-temporary conflict of inter-ests could arise due to other activitie
134、s and functions per-formed by them outside the BMW Group,particularly advi-sory activities or directorships with customers,suppliers,creditors or other business partners.An age limit of 70 years shall generally be applied for mem-bership of the Supervisory Board.In exceptional cases,members may rema
135、in in office until the end of the first ordi-nary Annual General Meeting after they reach the age of 73,in order to fulfil legal requirements or to facilitate a smooth succession in the case of key roles or specialised qualifica-tions.As a general rule,shareholder representatives on the Su-pervisory
136、 Board should not hold office for longer than the end of the Annual General Meeting at which the resolution is passed ratifying the members activities for the 11th fi-nancial year after initially taking office,not including the fi-nancial year in which the members period of office began.This rule do
137、es not apply to natural persons who,directly or indirectly,hold significant investments in the Company.In the Companys interest,deviation from the general maxi-mum period is possible,for instance in order to promote an-other composition target,in particular diversity of gender,as well as members tec
138、hnical,professional and personal backgrounds.The Nomination Committee of the Supervisory Board takes composition targets into account when selecting possible can-didates as shareholder representatives.These measures lay the foundation for achieving a diverse composition and ensur-ing that the Superv
139、isory Board collectively possesses the knowledge,skills and experience required to perform its duties in a proper manner.Proposals for election by the Supervisory Board to the Annual General Meeting should take into account the composition objectives in so far as they concern share-holder members of
140、 the Supervisory Board,so as to achieve the composition targets and fill in the competency profile for the Supervisory Board as a whole by means of appropriate elec-tion resolutions by the Annual General Meeting.The Annual General Meeting is,however,not bound by nominations for election proposed by
141、the Supervisory Board.The voting free-dom of employees in the vote for the employee members of the Supervisory Board is also protected.Under the rules stipulated by the German Co-Determination Act,the Supervisory Board does not have the right to nominate employee representatives for election.The com
142、position targets that the Supervisory Page 11 of 22 Board has set itself are therefore not intended to be instruc-tions to those entitled to vote,or to restrict their freedom to vote.Self-assessment of the Supervisory Board as at 31 December 2022 In the Supervisory Boards opinion,its composition as
143、at 31 December 2022 fulfils the composition targets set out above and the competency profile.The skills matrix following this section shows the status of the implementation of these composition targets and the competency profile.This visual-ises the respective areas of the competency profile in whic
144、h members of the Supervisory Board have expertise.The skills matrix also indicates how long each member of the Supervisory Board has held office.It also indicates whether the shareholder representatives on the Supervisory Board consider each shareholder representative independent of the Company and
145、the Board of Management within the meaning of Recommendations C.6 and C.7 of the DCGK.This is the case in particular for the Chairman of the Supervisory Board and the Chairman of the Audit Committee.The Chairman of the Super-visory Board is also the Chairman of the Personnel Committee,which carries
146、out preparatory work on the Board of Manage-ments remuneration.The Company does not have a control-ling shareholder within the meaning of Recommendation C.9 of the DCGK.No disclosures on the independence of a control-ling shareholder are therefore required.The BMW Group Re-port includes disclosures
147、on holdings in the Companys capital exceeding 10%of the voting rights in the section“Disclosures Relevant for Takeovers and Explanatory Comments”.At the reporting date,the Supervisory Board had six female members(30%of the membership),including three share-holder representatives and three employee r
148、epresentatives.The Supervisory Board had 14 male members(70%of the membership),including seven shareholder representatives and seven employee representatives.The Company thus com-plies with the statutory gender quota of at least 30%,both for shareholder representatives and employee representatives.N
149、o member of the Supervisory Board had reached the stand-ard retirement age of 70 as at 31 December 2022.Only one previous Board of Management member currently holds office on the Supervisory Board.Two additional members joined the Audit Committee on 1 Oc-tober 2022:Rachel Empey(shareholder represent
150、ative)and Dr.Dominique Mohabeer(employee representative).Their ap-pointment further increased the independence,financial ex-pertise and diversity of the Audit Committee.The members of the Audit Committee are collectively familiar with the sector in which the Company operates.Three mem-bers have expe
151、rtise in the field of accounting and/or auditing(financial experts).In each case,this includes sustainability re-porting and auditing.The Chairman of the Committee,Dr.Kurt Bock,has special knowledge and experience in the application of accounting principles and internal control and risk management s
152、ystems,as well as in auditing,due to his many years as CFO of the pub-licly listed company BASF SE,his work on committees for the development of accounting and his various financial manage-ment roles within the BASF Group and the Bosch Group.Dr.-Ing.Dr.-Ing.E.h.Norbert Reithofer has been a member of
153、 the Audit Committee and Chairman of the Supervisory Board of BMW AG for many years.During this time,he was particu-larly focused on the Companys auditing processes and has acquired special knowledge and experience in auditing.Another member of the Audit Committee,Rachel Empey,also has special knowl
154、edge and experience in the application of ac-counting principles and internal control and risk management systems,as well as in accounting.Ms Empey spent many years as a board member responsible for finance at listed com-panies(Fresenius Group and Telefnica Deutschland Holding AG)and as a member of
155、the audit committee at the publicly listed company Inchcape plc(UK).She is also a qualified char-tered accountant(England and Wales)and worked as an audit executive at Ernst&Young(UK).Further information on the Supervisory Board members in fi-nancial year 2022 is provided in the overview starting on
156、 page 16.This includes in particular information relating to members professions and to their mandates in other statutory supervisory boards and equivalent national or foreign corpo-rate boards.It can be seen whether these are Group mandates,whether the enterprise in question is listed on a stock ma
157、rket,and whether the Supervisory Board member in question chairs the specified board.Page 12 of 22 SKILLS MATRIX Reithofer Schoch(until 31/12/2022)Kimmich(from 18/01/2023)Quandt Schmid Bock Benner Bitzer Ebner Empey Hiesinger Horn Klatten Khler Kurz Mandl Mohabeer Schferkordt Schmidt Sikka Wankel Ge
158、neral information Initial appointment 2015 1988 2023 1997 2007 2018 2014 2021 2021 2021 2017 2021 1997 2021 2022 2022 2012 2020 2021 2019 2022 Independent within the meaning of DCGK(C.6 et seq.)n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a Diversity Gender M M M M M M F M M F M M F M M M F F M M F Yea
159、r of birth 1956 1955 1972 1966 1965 1958 1968 1965 1978 1976 1960 1958 1962 1964 1963 1984 1963 1962 1962 1967 1964 Nationality DE DE DE DE DE DE DE DE DE UK/DE DE DE DE DE DE DE DE DE DE/AUS USA DE Areas of competence International experience Knowledge within the BMW Group External management/super
160、visory experience Corporate strategy Technology Purchasing/supply chains Production/manufacturing Sales/customer needs Finance Accounting,control systems Auditing Financial expert in accounting Financial expert in auditing Capital market Mobility Human resources/personnel management Compliance IT/di
161、gitalisation/artificial intelligence Change management/business transformation Expertise in sustainability Environmental sustainability Social sustainability Familiarity with corporate sector Page 13 of 22 OVERVIEW OF SUPERVISORY BOARD COMMITTEES AND THEIR COMPOSITION Principal duties,basis for acti
162、vities Members PRESIDING BOARD Preparing Supervisory Board meetings unless the subject matter to be discussed falls within the remit of a committee.This includes prepara-tory discussion of the following topics:corporate strategy and corporate planning under consideration of sustainability aspects in
163、 particular environmental and social aspects and objectives as well as corporate governance Activities based on rules of procedure Dr.-Ing.Dr.-Ing.E.h.Norbert Reithofer1 Manfred Schoch(until 31/12/2022)Dr.Martin Kimmich(since 23/01/2023)Stefan Quandt Stefan Schmid Dr.Kurt Bock PERSONNEL COMMITTEE Pr
164、eparing decisions relating to the appointment(and revocation of appointment)of members of the Board of Management,remuneration,and the regular review of the Board of Managements remuneration system Concluding,amending and revoking employment contracts(in conjunction with the resolutions taken by the
165、 Supervisory Board regarding the remuneration of the Board of Management)and other contracts with members of the Board of Management Taking decisions relating to the approval of ancillary activities of Board of Management members,including the assumption of non-BMW Group supervisory mandates,as well
166、 as the approval of transactions requiring Supervisory Board approval by dint of law(e.g.loans to Board of Management or Supervisory Board members)Activities based on rules of procedure Dr.-Ing.Dr.-Ing.E.h.Norbert Reithofer1 Manfred Schoch(until 31/12/2022)Dr.Martin Kimmich(since 23/01/2023)Stefan Q
167、uandt Stefan Schmid Dr.Kurt Bock AUDIT COMMITTEE Auditing the accounts and supervising the financial reporting process,including sustainability reporting Preparing the Supervisory Boards resolution on Company and Group Financial Statements and discussing interim reports and notifications with the Bo
168、ard of Management prior to publication Supervising the external audit,in particular selecting the auditor and ensuring the independence and quality of the external audit and any additional work performed by the external auditor Dr.Kurt Bock1,2 Dr.-Ing.Dr.-Ing.E.h.Norbert Reithofer3 Manfred Schoch(un
169、til 31/12/2022)Dr.Martin Kimmich(since 23/01/2023)Stefan Quandt Stefan Schmid Rachel Empey2(since 01/10/2022)Dr.Dominique Mohabeer(since 01/10/2022)1 Chair 2 Special knowledge and experience according to Recommendation D.3 of the DCGK and expertise in accounting and auditing as defined by 100(5)AktG
170、 3 Special knowledge and experience according to Recommendation D.3 of the DCGK and expertise in auditing as defined by 100(5)AktG Page 14 of 22 AUDIT COMMITTEE(CONTINUED)Preparing the proposal for the election of the external auditor at the Annual General Meeting Engaging and signing the fee agreem
171、ent with the external auditor,as well as determining areas of audit emphasis Preparing the Supervisory Boards audit of non-financial reporting,potentially appointing an external auditor to review content and conclude the fee agreement Supervising the effectiveness of the internal control system,the
172、risk management system and the internal audit system as well as the perfor-mance of Supervisory Board duties in connection with audits pursuant to 32 of the German Securities Trading Act(WpHG)Supervising compliance as well as auditing and supervising any needs for action related to possible violatio
173、ns of duties by members of the Board of Management in preparation of a resolution on the Supervisory Board Making decisions on approval for utilisation of Authorised Capital 2019 and resolutions concerning the form of share certificates and dividend coupons Amendments to Articles of Incorporation on
174、ly affecting wording Established committee as required by law,activities based on rules of procedure NOMINATION COMMITTEE Identifying suitable candidates as shareholder representatives on the Supervisory Board to be put forward for inclusion in the Supervisory Boards proposals for election at the An
175、nual General Meeting Established in accordance with the recommendation contained in the German Corporate Governance Code,activities based on rules of procedure Dr.-Ing.Dr.-Ing.E.h.Norbert Reithofer1 Dr.Kurt Bock Dr.h.c.Susanne Klatten Stefan Quandt(In line with the recommendation of the Ger-man Corp
176、orate Governance Code,the Nomi-nation Committee comprises only shareholder representatives.)MEDIATION COMMITTEE Submitting a proposal to the Supervisory Board if a resolution to appoint a member of the Board of Management has not been carried by the necessary two-thirds majority of Supervisory Board
177、 members votes Established committee as required by law Dr.-Ing.Dr.-Ing.E.h.Norbert Reithofer Manfred Schoch(until 31/12/2022)Dr.Martin Kimmich(since 23/01/2023)Stefan Quandt Stefan Schmid(In accordance with statutory requirements,the Mediation Committee comprises the Chairman and Deputy Chairman of
178、 the Super-visory Board and one member each selected by shareholder representatives and employee representatives.)1 Chair Page 15 of 22 MEMBERS OF THE BOARD OF MANAGEMENT Financial year 2022 Oliver Zipse(b.1964)Member since 2015 Chairman(since 2019)Ilka Horstmeier(b.1969)Member since 2019 People and
179、 Real Estate,Labour Relations Director Dr.-Ing.Milan Nedeljkovi(b.1969)Member since 2019 Production Mandates BMW(South Africa)(Pty)Ltd.,Chariman BMW Motoren GmbH,Chariman Pieter Nota(b.1964)Member since 2018 Customer,Brands,Sales Mandates Rolls-Royce Motor Cars Limited,Chariman Dr.Nicolas Peter(b.19
180、62)Member since 2017 Finance Mandates BMW Brilliance Automotive Ltd.,Chairman (Deputy Chairman until 10 February 2022)Dr.-Ing.Joachim Post(b.1971)Member since 2022 Purchasing and Supplier Network Frank Weber(b.1966)Member since 2020 Development General Counsel:Dr.Andreas Liepe Not listed on the stoc
181、k exchange Group mandate Memberships of other statutory supervisory boards Memberships of comparable boards in Germany and abroad Page 16 of 22 MEMBERS OF THE SUPERVISORY BOARD Financial year 2022 Dr.-Ing.Dr.-Ing.E.h.Norbert Reithofer(b.1956)Member since 2015,elected until the AGM 2025 Chairman of t
182、he Supervisory Board Former Chairman of the Board of Management of BMWAG Mandates Siemens Aktiengesellschaft(until 9 February 2023)Henkel Management AG Henkel AG&Co.KGaA(Shareholders Commit-tee)Manfred Schoch1(b.1955)Member from 1988 to 31 December 2022 Deputy Chairman of the Supervisory Board(until
183、 31 De-cember 2022)Former Chairman of the European and General Works Council and of the Works Council Munich of BMW AG Industrial Engineer Dr.Martin Kimmich1(b.1972)Member since 18 January 2023,appointed until the AGM 2024 Deputy Chairman of the Supervisory Board(since 23 January 2023)Chairman of th
184、e General Works Council and of the Works Council Munich of BMW AG Stefan Quandt(b.1966)Member since 1997,elected until the AGM 2024 Deputy Chairman of the Supervisory Board Entrepreneur Mandates DELTON Health AG,Chairman DELTON Technology SE,Chairman Frankfurter Allgemeine Zeitung GmbH AQTON SE,Chai
185、rman Entrust Corp.,SOLARWATT GmbH,Note:Mr.Quandt is the sole shareholder of DELTON Health AG,DELTON Technology SE and AQTON SE.Mr.Quandt holds majority interests in Entrust Corp.and SOLARWATT GmbH.Stefan Schmid1(b.1965)Member since 2007,elected until the AGM 2024 Deputy Chairman of the Supervisory B
186、oard Chairman of the BMW AG Works Council Dingolfing 1 2 3 Employees of the enterprise Union representative Executive employee of the enterprise Not listed on the stock exchange Group mandate Memberships of other statutory supervisory boards Memberships of comparable boards in Germany and abroad Pag
187、e 17 of 22 Dr.Kurt Bock(b.1958)Member since 2018,elected until the AGM 2023 Deputy Chairman of the Supervisory Board Chairman of the Supervisory Board of BASF SE Mandates BASF SE,Chairman FUCHS PETROLUB SE,Chairman(until 3 May 2022)Christiane Benner2(b.1968)Member since 2014,elected until the AGM 20
188、24 Deputy Chair of IG Metall Mandates Continental AG,Deputy Chairwoman Dr.Marc Bitzer(b.1965)Member since 2021,elected until the AGM 2025 Chairman and Chief Executive Officer of Whirlpool Corporation Mandates Simex Trading AG Whirlpool Corporation,Chairman Bernhard Ebner1(b.1978)Member since 2021,ap
189、pointed until the AGM 2024 Chairman of the BMW AG Works Council Landshut Rachel Empey(b.1976)Member since 2021,elected until the AGM 2025 Member of supervisory boards Mandates Fresenius Kabi AG,Deputy Chairwoman (until 31 August 2022)Fresenius Medical Care Management AG,(until 31 August 2022)ZF Frie
190、drichshafen AG*(since 15 Mrz 2023)Dr.-Ing.Heinrich Hiesinger(b.1960)Member since 2017,elected until the AGM 2026 Chairman of the Supervisory Board of ZF Frie-drichshafen AG Mandates Deutsche Post AG Fresenius Management SE ZF Friedrichshafen AG,Chairman 1 2 3 Employees of the enterprise Union repres
191、entative Executive employee of the enterprise Not listed on the stock exchange Group mandate Memberships of other statutory supervisory boards Memberships of comparable boards in Germany and abroad Page 18 of 22 Johann Horn2(b.1958)Member since 2021,appointed until the AGM 2024 Head of Bavaria Regio
192、n,IG Metall Mandates Siemens Healthcare GmbH Dr.h.c.Susanne Klatten(b.1962)Member since 1997,elected until the AGM 2024 Entrepreneur Mandates ALTANA AG,Deputy Chairwoman SGL Carbon SE,Chairwoman(until 9 May 2023)SprinD GmbH UnternehmerTUM GmbH,Chairwoman Note:Dr.h.c.Klatten is the sole shareholder o
193、f ALTANA AG and holds a significant non-controlling interest in SGL Carbon SE.The mandates at SprinD GmbH and UnternehmerTUM GmbH are primarily an expression of her corporate citizenship.Jens Khler1(b.1964)Member since 2021,appointed until the AGM 2024 Chairman of the BMW AG Works Council Leipzig Ge
194、rhard Kurz3(b.1963)Member since 11 July 2022,appointed until the AGM 2024 Head of Purchasing,Quality Management Powertrain at BMW AG Andr Mandl1(b.1984)Member since 4 April 2022,appointed until the AGM 2024 Chairman of the BMW AG Works Council Regens-burg/Wackersdorf Dr.Dominique Mohabeer1(b.1963)Me
195、mber since 2012,elected until the AGM 2024 Member of the BMW AG Works Council Munich 1 2 3 Employees of the enterprise Union representative Executive employee of the enterprise Not listed on the stock exchange Group mandate Memberships of other statutory supervisory boards Memberships of comparable
196、boards in Germany and abroad Page 19 of 22 Anke Schferkordt(b.1962)Member since 2020,elected until the AGM 2025 Member of supervisory boards Mandates BASF SE(until 29 April 2022)Serviceplan Group Management SE Wayfair Inc.Prof.Dr.Dr.h.c.Christoph M.Schmidt(b.1962)Member since 2021,elected until the
197、AGM 2025 President of the RWI Leibniz Institute for Economic Research Essen,University Professor Mandates Basalt-Actien-Gesellschaft Thyssen Vermgensverwaltung GmbH Dr.Vishal Sikka(b.1967)Member since 2019,elected until the AGM 2024 CEO&Founder,Vianai Systems,Inc.Mandates GSK plc(since 18 Juli 2022)
198、Oracle Corporation Sibylle Wankel2(b.1964)Member since 4 January 2022,appointed until the AGM 2024 First Authorised Representative and Head of IG Metalls Munich Office Mandates KraussMaffei Group GmbH,Deputy Chair-woman MAN Truck&Bus SE(since 2 September 2022)Dr.Thomas Wittig3(b.1960)Member from 201
199、9 to 31 May 2022 Former Senior Vice President Financial Services Mandates BMW Bank GmbH,Chairman(until 29 April 2022)BMW Automotive Finance(China)Co.Ltd.,Chairman(until 30 April 2022)Werner Zierer1(b.1959)Member from 2001 to 31 March 2022 Former Chairman of the BMW AG Works Council Re-gensburg/Wacke
200、rsdorf 1 2 3 Employees of the enterprise Union representative Executive employee of the enterprise Not listed on the stock exchange Group mandate Memberships of other statutory supervisory boards Memberships of comparable boards in Germany and abroad Page 20 of 22 TARGETS AND TARGET ACHIEVEMENT REGA
201、RDING THE PROPORTION OF WOMEN SERVING AT EXECUTIVE MANAGEMENT LEVELS I AND II For the first two executive management levels below the Board of Management,for the time frame from 1 January 2021 to 31 December 2025,the Board of Management has set a target that 10%to 15%of senior executives shall be wo
202、men.At 31 December 2022,the proportion of female senior execu-tives was 11.8%at executive management level I and 10.5%at executive management level II.Management levels are defined in terms of their functional level and are based on a comprehensive job evaluation system based on Mercer.Further infor
203、mation on the topic of employee diversity within the BMW Group is provided in the chapter“Diversity,Equal Op-portunity and Inclusion”in the BMW Group Report 2022.INFORMATION ON CORPORATE GOVERNANCE PRAC-TICES APPLIED BEYOND MANDATORY REQUIREMENTS Core values and guiding principles Within the BMW Gro
204、up,the Board of Management,the Super-visory Board and the employees base their actions on the five core values that form the basis of the BMW Groups success:Responsibility We make resolute decisions and personally stand by them.This frees up space for entrepreneurial action.Appreciation We reflect o
205、n our own actions,respect one another,provide clear feedback and acknowledge achievements.Transparency We acknowledge concerns and identify inconsistencies in a constructive way.We act with integrity.Trust We rely on one another.This is the best and quickest way to achieve our goals.Openness We thin
206、k in terms of opportunities and are not afraid of change.We learn from our mistakes.Compliance Code and social responsibility towards employees and along the supply chain With its core values and guiding principles in mind,the BMW Group is aware of its corporate and social responsibility to-wards it
207、s employees and in the entire supply and value chain.To this end,the Company has adopted a Compliance Code that is implemented using a variety of different measures.The Code is available at: information can be found in the BMW Group Report in the section“Compliance and Human Rights”.In the area of h
208、u-man rights and social standards,we are bound by statutory requirements such as the German Supply Chain Due Diligence Act as well as by various internationally recognised guidelines and standards.The Company has adopted the content and principles of these standards internally.These include the OECD
209、s guidelines,the ICC Business Charter for Sustainable Development,the UN Guiding Principles on Business and Hu-man Rights,as well as the guidelines of the UN Global Com-pact and the International Labour Organization(ILO).In addi-tion,we are actively committed to implementation of the Na-tional Actio
210、n Plan on the Economy and Human Rights(NAP),of which we are a member.Dialogue has been established with the automotive industry in collaboration with the Federal Min-istry of Labour and Social Affairs.The goal is to provide direc-tion to companies in industries with particular human rights challenge
211、s,and to support them with appropri-ate implementation of human rights due diligence procedures.Decisive for us are compliance with values and rights such as freedom of employment,non-discrimination,freedom of asso-ciation and the right to collective bargaining,the ban on child labour,appropriate re
212、muneration,legally compliant working times and compliance with work and safety regulations.The BMW Group not only sets high standards for itself,but also expects its suppliers and partners to meet the environmental and social standards it sets.Key to this is our close partnership with all our suppli
213、ers and partners and our encouragement of their commitment to sustainability.Sustainability aspects are embedded in the procurement pro-cess based on the BMW Groups Supplier Code of Conduct(SCoC),which forms part of our global purchasing terms and conditions.The SCoC,the purchasing terms and conditi
214、ons and further information on purchasing can be found on the BMW Groups website at: preparation for the German Supply Chain Due Diligence Act,existing measures to comply with the law throughout the sup-ply chain were further developed in terms of organisation and content.Details on this can be foun
215、d in the BMW Group Report in the section“Compliance and Human Rights”,while further information on protection of employee health and safety at the Page 21 of 22 workplace can be found in the section“Employees and Soci-ety”.Additional information is also available on the BMW Groups website at under“R
216、espect for people and the environment”.Goal-oriented management of sustainability Curbing climate change is one of the key challenges of our time and requires political and economic effort,as well as effort on the part of society at large.The BMW Group is playing its part.We systematically review an
217、d assess the risks and opportuni-ties connected with social and environmental factors for the BMW Group and the economic,environmental and social im-pact of our business activities.In this regard,we consider our-selves to be clearly committed to the Paris Climate Agreement.We aim to achieve net zero
218、 emissions throughout our value chain by 2050.As part of this commitment,back in 2020 the BMW Group set ambitious,science-based goals which it aims to achieve by 2030.These goals have been validated by the Science Based Targets Initiative(SBTi).We wish to achieve these goals by further reducing our
219、vehicles carbon footprints and emissions,on top of the reductions we have already achieved in the past.Further information can be found in the BMW Group Report in the section“CO2 Emissions”.LINKS RELATED TO THE STATEMENT ON CORPORATE GOVERNANCE AGM voting results: Articles of Incorporation of BMW AG
220、 and Rules of Procedure of the Board of Management and the Supervisory Board: BMW Group Compliance Code: BMW Group Report 2022 including the Auditors Report:https:/ Curricula vitae of the members of the Board of Management and the Supervisory Board of BMW AG: Declarations of Compliance: Environmental and social standards in the supplier network: Remuneration Report,remuneration system and remuneration resolution: Report of the Supervisory Board on the Financial Year 2022: Respect for people and the environment: PUBLISHERBayrische Motoren Werke Aktiengesellschaft 80788 Mnchen Phone+49 89 382-0