Report of the Supervisory Board on decarbonization and energy efficiency, resource effi- firmed the appropriateness of this compensation. We ciency and circularity as well as people centr icity and social had already defined the performance criteria for the Man- impact. The Supervisory Board discussed the risks and op- aging Board’s variable compensation for fiscal 2023 at our portunities for the Company connected with social and en- meeting on September 23, 2022. On this basis and on a vironmental factors as well as the environmental and social recommendation by the Compensation Committee, we impact of the Company’s activities. The Supervisory Board made a decision regarding target setting for Managing also concerned itself with the 2022 Sustainability Report. Board compensation for fiscal 2023 at our meeting on November 16, 2022. At this meeting, we also approved Topics at the plenary meetings of the the Corporate Governance Statement for fiscal 2022 and Supervisory Board endorsed a decision by the Managing Board regarding We held a total of six regular plenary meetings in fiscal financing measures. In addition, we concerned ourselves 2023. We also held an extraordinary constituent meeting with personnel-related matters regarding the Managing of the Supervisory Board immediately after the Annual Board and, on a recommendation by the Chairman’s Com- Shareholders’ Meeting on February 9, 2023. Six meetings mittee, approved the extension of Judith Wiese’s appoint- were held in person and one in a so-called hybrid format – ment as a full member of the Managing Board from that is, as an in-person meeting with the possibility of October 1, 2023, until the end of September 30, 2028. virtual participation. No meetings were held via telephone conference or in an exclusively virtual format. We also On December 7, 2022, we discussed the 2022 Annual made one decision using other customary forms of com- Financial Report – comprising the financial statements munication. Topics of discussion at our regular plenary and the Combined Management Report for Siemens AG meetings were strategic progress, revenue, profit and em- and the Siemens Group as of September 30, 2022 – as ployment development at Siemens AG and the Siemens well as the Report of the Supervisory Board to the Annual Group, the Company’s financial position and the results of Shareholders’ Meeting, the Sustainability Report, the its operations, personnel-related matters, the status of the Compensation Report for fiscal 2022, the Report on Gen- implementation of Siemens Xcelerator, and sustainability. der Equality and Equal Pay in accordance with the German In addition, we concerned ourselves, as occasion required, Transparency in Wage Structures Act (Entgelttranspa renz with acquisition and divestment projects and with risks to gesetz, EntgTranspG) and the agenda for the ordinary the Company. The Supervisory Board and/or the Innovation Annual Shareholders’ Meeting on February 9, 2023. On and Finance Committee were regularly informed – within the basis of recommendations by the Nomi nating Com- the stipulated legal framework – by the relevant Managing mittee, we concerned ourselves with proposals regarding Board member about measures and decisions of funda- the election of seven shareholder representatives on the mental importance at the Equity Investments, companies Supervisory Board at the 2023 Annual Shareholders’ in which Siemens holds a majority stake. In addition, we Meeting. We also concerned ourselves with the annual regularly met in sessions without the Managing Board in reporting by the Chief Compliance Of ficer and the Global attendance. In these closed sessions, we dealt with agenda Chief Cypersecurity Officer. One focus of the meeting was items that concerned either the Managing Board itself or the Company’s personnel strategy. The Managing Board internal Supervisory Board matters. reported on measures r egarding employee training and development under the heading #NextWork, with the aim At our meeting on November 16, 2022, the Managing of systematically addressing the megatrends digitaliza- Board reported to us on the Company’s current business tion, automation and demographic change. position, including personnel-related matters and sustainability, as of the fourth quarter. We discussed the On January 31, 2023, we approved – in a decision using other key financial figures for fiscal 2022 and approved the customary means of communication – a decision regarding budget for fiscal 2023. We also discussed the Managing the exercise of shareholding rights in associated companies Board’s considerations regarding business activities at - of Siemens AG pursuant to Section 32 of the German Code Large Drive Applications. On a recommendation by the termination Act (Mitbestimmungsgesetz, MitbestG). Compensation Committee, we also determined the Managing Board members’ compensation for fiscal 2022 At our meeting on February 8, 2023, the Managing on the basis of calculated target achievement. A review Board reported on the Company’s current business and conducted by an independent compensation expert con- financial position, including personnel-related matters FISCAL 2023 3
Siemens Report FY2023 Page 192 Page 194