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unanimously. A Board meeting may only be held if
more than half of the Board members are present.
The Board’s Committee for Executive Management
Matters deals with corporate issues affecting executive
managers of the BMW Group, either in their entirety or
individually (such as potential candidates for executive
management or nominations for senior management
positions). This committee has, firstly, an advisory and
preparatory role (e.ꢀg. in connection with fundamen-
tal issues relating to human resources policies, such
as compensation systems and planning, personnel
development and tools for assessing performance)
and secondly the function of a decision-making body
(e.ꢀg. the appointment of senior executives).
In the event that the Chairman of the Board of
Management is not present or is unable to attend
a meeting, the member of the Board responsible for
Finance will represent him.
Minutes are taken of all meetings and of the Board of
Management’s resolutions and signed by the Chair-
man. Decisions taken by the Board of Management
are binding for all employees.
The rules relating to meetings and resolutions taken
by the full Board of Management are also applicable
for its committees.
The Committee has two members who are entitled to
vote at meetings, namely the Chairman of the Board
of Management (who also chairs the meetings) and
the Board member for Human Resources. The Head
of Human Resources Management and Services as
well as the Head of Human Resources Executive
Management also participate in these meetings in
an advisory function. In addition, further participants
can be invited when needed for special topics. At
the request of the Chairman, resolutions may also
be passed outside of committee meetings by casting
votes in writing, by fax or by telephone if the other
member entitled to vote does not object immediately.
Normally, the Committee for Executive Management
Matters convenes between five and ten times a year.
Members of the Board of Management not represented
in a committee are provided with the agendas and
minutes of committee meetings. Committee matters
are dealt with in full Board meetings if the committee
considers it necessary or at the request of a member
of the Board of Management.
A secretariat for Board of Management matters has
been established to assist the Chairman and other
Board members with the preparation and follow-up
work connected with Board meetings.
The Operations Committee generally meets every
two weeks. At these meetings, decisions are reached
concerning automobile product projects, based on the
strategic orientation and decision-making framework
stipulated at Board of Management meetings. The
Operations Committee has three members who are
entitled to vote at meetings, namely the Board member
for Development (who also chairs the meetings), the
Board member for Production and the Board member
responsible for Purchasing and the Supplier Network.
Up to 28 February 2018, the Board member for Sales
and Brand BMW and Aftersales BMW Group as well
as the Board member for MINI, Rolls-Royce, BMW
Motorrad, Customer Engagement and Digital Business
Innovation BMW were also members of the Operations
Committee. If the committee chairman is not present
or unable to attend, meetings are chaired by the Board
member for Production. The Head of Corporate Qual-
ity as well as the Head of Maturity Management, Sign
Off and Product Validation participate in Operations
Committee meetings in an advisory capacity.
The Board of Management is represented by its Chair-
man in its dealings with the Supervisory Board. The
Chairman of the Board of Management maintains regu-
lar contact with the Chairman of the Supervisory Board
and keeps him informed of all important matters. The
Supervisory Board has passed a resolution specifying
the information and reporting duties of the Board of
Management. As a general rule, in the case of reports
required by law, the Board of Management submits
its reports to the Supervisory Board in writing. To the
greatest extent possible, documents required as a basis
for taking decisions are sent to the members of the
Supervisory Board in good time prior to the relevant
meeting. Regarding transactions of fundamental
importance, the Supervisory Board has resolved that
its specific approval is required. Whenever necessary,
the Chairman of the Board of Management obtains
the approval of the Supervisory Board and ensures
that reporting duties to the Supervisory Board are
complied with. The Chairman is supported by all
members of the Board of Management in the ful-
filment of these tasks. The fundamental principle
followed when reporting to the Supervisory Board
is that the information should be provided regularly,
comprehensively and without delay regarding all
significant matters relating to planning, business
performance, risk exposures, risk management and
compliance, as well as any major variances between
actual business development and plans and targets,
and the relevant reasons.
The full Board usually convenes up to twice a year
in its function as Sustainability Board in order to
define strategy and use of resources with regard to
sustainability and decide upon measures to imple-
ment that strategy. The Head of Corporate Affairs
and the Representative for Sustainability and Envi-
ronmental Protection participate in these meetings
in an advisory capacity.
