2
12
Statement on
Corporate
Governance
The time schedule set by the Supervisory Board for
achieving the above-mentioned composition targets is
the period up to 31 December 2018. The nomination
committee of the Supervisory Board already takes
into account the composition targets in its proposal
of potential candidates as representatives of the share-
holders. This enables diversity in the composition of
the Supervisory Board and ensures that the Super-
visory Board collectively possesses the knowledge,
skills and experience required to properly perform
its duties. Proposals for nomination made by the
Supervisory Board to the Annual General Meeting –
insofar as they apply to shareholder Supervisory Board
members – should take account of these objectives in
such a way that they can be achieved with the support
of the appropriate resolutions of the Annual General
Meeting. The Annual General Meeting is not bound
by proposed nominations for election. The voting
freedom of employees in the vote for the employee
members of the Supervisory Board is also protected.
Under the rules stipulated by the German Co-Determi-
nation Act, the Supervisory Board does not have
the right to nominate employee representatives for
election. The objectives which the Supervisory Board
has set itself with regard to its composition are there-
fore not intended to be instructions to those entitled
to vote or restrictions on their voting freedom.
knowledge in subjects relevant for the future of the
BMW Group, such as customer requirements, mobility,
resources, sustainability and information technology.
For the purpose of assessing the independence of its
members, the Supervisory Board follows the recom-
mendations of the German Corporate Governance
Code. In the opinion of the Supervisory Board, nei-
ther ownership of a substantial shareholding in the
Company, or office as an employee representative, or
previous membership of the Board of Management,
rules out independence of a Supervisory Board mem-
ber. A substantial and not merely temporary conflict
Composition and
Work Procedures of
the Supervisory
Board of BMW AG
and its Committees
Disclosures pursuant
to the Act on Equal
Gender Participation –
Targets for the
Proportion of Women
on the Board of
Management and at
Executive Manage-
ment Levels I and II
of interests within the meaning of section 5.4.2 of the
German Corporate Governance Code does not apply
to any of the Supervisory Board members. Employees
holding office in the Supervisory Board are protected
by applicable law when performing their duties. All
other Supervisory Board members have a sufficient
degree of economic independence from the Company.
Business with entities, in which the members of the
Supervisory Board carry out a significant function, is
conducted on an arm’s length basis. The Supervisory
Board has therefore concluded that all of its mem-
bers are independent. These are: Dr.-Ing. Norbert
Reithofer, Manfred Schoch, Stefan Quandt, Stefan
Schmid, Dr. Karl-Ludwig Kley, Christiane Benner,
Franz Haniel, Ralf Hattler, Dr.-Ing. Heinrich
Hiesinger, Prof. Dr. Reinhard Hüttl, Susanne Klatten,
Prof. Dr. Renate Köcher, Dr. Robert W. Lane, Horst
Lischka, Willibald Löw, Simone Menne, Dr. Dominique
Mohabeer, Brigitte Rödig, Jürgen Wechsler and Werner
Zierer. At least two members meet the requirements
of an independent financial expert. These are
Dr. Karl-Ludwig Kley and Simone Menne. At the end
of the reporting period, the Supervisory Board had six
female members (30%), comprising three shareholder
representatives and three employee representatives.
The Supervisory Board has 14 male members (70%),
comprising seven shareholder representatives and
seven employee representatives. The Company there-
fore complies with the statutory gender quota of at
least 30% female members applicable in Germany
since 1 January 2016. At present, no member of the
Supervisory Board is older than 70 years.
In the Supervisory Board’s opinion, its composition
as at 31 December 2017 fulfilled the composition
objectives detailed above. For ease of comparison
with composition targets, brief curricula vitae of
the current members of the Supervisory Board are
available on the Company’s website at www.bmwgroup.com
.
Information relating to members’ practised profes-
sions and mandates in other statutory supervisory
boards and equivalent national or foreign company
boards, including the length of periods of service on
the Supervisory Board, is provided in the section
Statement on Corporate Governance. Based on this
information, it is evident that the Supervisory Board of
BMWAG is highly diversified, with significantly more
than the targeted four members having international
experience or specialist knowledge with regard to one
or more of the non-German markets important to the
BMW Group. In-depth knowledge and experience
from within the Company are provided by seven
employee representatives, as well as the Chairman
of the Supervisory Board. Only one previous Board of
Management member holds office in the Supervisory
Board. At least four members of the Supervisory Board
have experience in managing another company. The
Supervisory Board also has three entrepreneurs as
members. Most of the members of the Supervisory
Board – including employee representatives – have
experience in supervising another medium-sized or
large company. Moreover, more than three members of
the Supervisory Board have experience and specialist
