Corporate Governance Statement Committee shall continue to include at least one of required skills and expertise and the diversity con female member. cept – into consideration. Independence The Supervisory Board is of the opinion that, with its The Supervisory Board shall include what the share current composition, it meets the objectives for its compo holder representatives on the Supervisory Board con sition and fulfills the profile of required skills and expertise sider to be an appropriate number of independent as well as the diversity concept. The Supervisory Board shareholder representatives. More than half of the members have the specialist and personal qualifications shareholder representatives shall be independent of considered necessary. As a group, they are familiar with the the Company and its Managing Board. Substantial – sector in which the Company operates and have the knowl and not merely temporary – conflicts of interest are to edge, skills and experience essential for Siemens in the be avoided. areas of technology (including information technology, digitalization and cybersecurity), transformation, procure No more than two former members of the Managing ment, manufacturing, research and development, sales, Board of Siemens AG shall belong to the Supervisory finance, risk management, law (including compliance) and Board. human resources. Due to the presence in the Supervisory Board of expertise in the sustainabilityrelated matters The Supervisory Board members shall have sufficient important for Siemens, the Supervisory Board is in a time to exercise their mandates with the necessary position to monitor the way in which environmental and regularity and diligence. social sustainability is taken into consideration in the Company’s strategic orientation and in Company planning. Limits on age and on length of Knowledge and experience in the business areas important membership for Siemens – in particular, in the industry, infrastructure, In compliance with the age limit stipulated by the Super energy, mobility and healthcare sectors – are also present visory Board in its Bylaws, only individuals who are no in the Supervisory Board. A considerable number of Super older than 70 years of age shall, as a rule, be nominated visory Board members are engaged in international activi for election to the Supervisory Board. Nominations shall ties and / or have many years of international experience. take into account the regular limit established by the Appropriate consideration has been given to diversity in Supervisory Board, which restricts membership on the the Supervisory Board. The Supervisory Board currently has Supervisory Board to a maximum of three full terms of nine female members, of whom five are shareholder repre office. It is considered helpful if different age groups are sentatives and four are employee representatives. As a represented on the Supervisory Board.” result, 45 % of the Supervisory Board members are women. Dr. Nathalie von Siemens is a member of the Nominating Implementation of the objectives Committee. regarding the Supervisory Board’s composition as well as the profile of In the estimation of the shareholder representatives, the required skills and expertise and the Supervisory Board now includes ten independent share diversity concept for the Supervisory holder representatives – namely, Dr. Werner Brandt, Board in fiscal 2023; Independent Dr. Regina E. Dugan, Keryn Lee James, Martina Merz, members of the Supervisory Board Benoît Potier, Kasper Rørsted, Dr. Nathalie von Siemens, Within the framework of the selection process and Jim Hagemann Snabe, Grazia Vittadini and the nomination of candidates for the Supervisory Board, Matthias Zachert – and thus an appropriate number of the Supervisory Board as well as the Nominating Com members who are independent within the meaning of mittee of the Supervisory Board take into account the the Code. The regulations establishing limits on age and objectives regarding the Supervisory Board’s composition restricting membership in the Supervisory Board to three and the r equirements defined in its diversity concept. full terms of office are complied with. In pre paring the nominations of the seven shareholder representatives elected by the 2023 Annual Shareholders’ The implementation status of the profile of required skills Meeting, the Super visory Board and the Nominating and expertise is disclosed below in the form of a qualifi Committee took these objectives – including the profile cation matrix. 12
Siemens Report FY2023 Page 211 Page 213