Corporate Governance Statement Supervisory Board wide sustainability strategy and on the status of this The Supervisory Board of Siemens AG has 20 members. strategy’s implementation. The Supervisory Board deals As stipulated by the German Codetermination Act, half of with both the risks and the opportunities for Siemens its members represent Company shareholders, and half relating to social and environmental factors and the represent Company employees. The shareholder repre­ environmental and social impact of the Company’s activ­ sentatives on the Supervisory Board are elected at the ities. The Supervisory Board and the Audit Committee Annual Shareholders’ Meeting by a simple majority vote. also concern themselves with sustainability reporting, Elections to the Supervisory Board are conducted, as a which includes the Sustainability Report in addition to re­ rule, on an individual basis. The employee representa­ porting on non­financial matters in the Combined Man­ tives on the Supervisory Board are elected in accordance agement Report, and are kept up to date on new with the provisions of the German Codetermination Act. developments and the status of their implementation at Further information regarding the Supervisory Board Siemens. In addition, the Supervisory Board appoints and members and their memberships, which are to be dismisses the members of the Managing Board and disclosed pursuant to Section 285 No. 10 of the German determines each member’s portfolios. The Supervisory Commercial Code, are set out in Section 11 of this Board approves – on the basis of a proposal by the Cor porate Governance Statement. The curricula vitae of Compensation Committee – the compensation system for the Supervisory Board members are publicly available Managing Board members and defines their concrete com­ on the Siemens Global Website at WWW.SIEMENS.COM/ pensation in accordance with this system. It sets the indi­ SUPERVISORY-BOARD and updated annually. vidual targets for the variable compensation and the total ­ compensation of each individual Managing Board mem The Supervisory Board oversees and advises the Manag ­ ber, reviews the appropriateness of total compensation ing Board in its management of the Company’s business. and regularly reviews the Managing Board compensation At regular intervals, the Supervisory Board discusses system. Important Managing Board decisions – such as business development, planning, strategy (including those regarding major acquisitions, divestments, fixed as­ sustainability strategy) and strategy implementation. set investments or financial measures – require Supervi­ It reviews the Annual Financial Statements of sory Board approval unless the Bylaws for the Super visory Siemens AG, the Consolidated Financial Statements of Board specify that such authority be delegated to the Inno­ the Siemens Group, the Combined Management Report vation and Finance Committee of the Supervisory Board. of Siemens AG and the Siemens Group (including non­ financial matters), and the proposal for the appropriation Separate preparatory meetings of the shareholder repre­ of net income. It approves the Annual Financial State­ sentatives and of the employee representatives are held ments of Siemens AG as well as the Consolidated Finan­ regularly in order to prepare the Supervisory Board meet­ cial Statements of the Siemens Group, based on the ings. The Supervisory Board also meets regularly without results of the preliminary review conducted by the Audit the Managing Board in attendance. Every Supervisory Committee and taking into account the reports of the Board member must disclose conflicts of interest to the independent auditors. The Supervisory Board approves Supervisory Board. Information regarding conflicts of the Managing Board’s proposal for the appropriation of interest that may have arisen and their handling is net income and the Report of the Supervisory Board to provided in the Report of the Supervisory Board. Special the Annual Shareholders’ Meeting. The Supervisory informational (onboarding) events are held in order to Board is jointly responsible with the Managing Board for familiarize new Supervisory Board members with the the preparation of the Compensation Report. In addition, Company’s business model and the structures of the the Company’s adherence to statutory provisions, official Siemens Group. The Supervisory Board members take regulations and internal Company policies (compliance) part, on their own responsibility, in the educational and are monitored by the Supervisory Board and / or the Audit training measures necessary for the performance of their Committee. The Supervisory Board’s oversight and duties – measures relating, for example, to changes in advisory activities also encompass, in particular, sustain­ the legal framework and new, groundbreaking tech­ ability­related topics in the environment, social and nologies. The Company supports them in this regard. governance (ESG) area. The Managing Board reports Internal informational events are offered when necessary regularly to the Supervisory Board on Siemens’ Company­ to support targeted training measures. 5