Report of the Supervisory Board the shareholder representatives on the Supervisory Board The Nominating Committee met three times. Two meet- within the meaning of the German Corporate Governance ings were held in a virtual format via video conference Code and with the Supervisory Board’s qualification and one in a so-called hybrid format. The Nominating matrix. Finally, we discussed the results of the Supervisory Committee gave in-depth consideration to succession Board’s self-assessment in August and the recommen- planning for the composition of the Supervisory Board. dations and measures to be derived from it. One focus of the Nominating Committee’s activities in fiscal 2023 was the preparation of the Supervisory Corporate Governance Code Board’s nominations of shareholder representatives on At our meeting on September 23, 2022, we approved a the Supervisory Board for election by the 2023 Annual Declaration of Conformity in accordance with Section 161 Shareholders’ Meeting. The Nominating Committee was of the German Stock Corporation Act (Aktiengesetz, supported in this connection by an external consulting AktG). Information on corporate governance is provided firm. In selecting the potential candidates and in prepar- in the Corporate Governance Statement, which is pub- ing a recommendation for the Supervisory Board’s deci- licly available on the Siemens Global Website at WWW. sion, the Nominating Committee gave particular consid- SIEMENS.COM/CORPORATE-GOVERNANCE. The Company’s Dec- eration to the objectives that the Supervisory Board had laration of Conformity has been made permanently avail- previously approved for its composition – including the able to shareholders on the Siemens Global Website at profile of required skills and expertise and the diversity WWW.SIEMENS.COM/DECLARATIONOFCONFORMITY. The cur- concept for the Supervisory Board – and to the Supervi- rent Declaration of Conformity is also available in the sory Board’s qualification matrix. With a view to the reg- Corporate Governance Statement. ular elections of three shareholder representatives on the Supervisory Board scheduled for 2025, the Nominating Work in the Supervisory Board Committee also defined the topics for its work over the committees next few years and concerned itself with the regulatory In fiscal 2023, the Supervisory Board had six standing framework, with the objectives that the Supervisory committees. These committees prepare decisions and Board had approved for its composition, including the topics to be dealt with at the Supervisory Board’s plenary profile of required skills and expertise and the diversity meetings. Some of the Supervisory Board’s decision-mak- - concept for the Supervisory Board, and with the qualifi ing powers have been delegated to these committees cation matrix. within the permissible legal framework. The committee The chairpersons report to the Supervisory Board on their Mediation Committee had no need to meet. committees’ work at the subsequent Board meeting. A list of the members and a detailed explanation of the The Compensation Committee met four times. All four tasks of the individual Supervisory Board committees are - meetings were held in person. The Compensation Com set out in the Corporate Governance Statement. mittee also made one decision using other customary means of communication. The Committee prepared, in The Chairman’s Committee met eight times. Three particular, Supervisory Board decisions regarding the meetings were held in person, two in a virtual format via definition of performance criteria and the targets for vari- video conference and three in a so-called hybrid format. able compensation, regarding the determination and The Chairman’s Committee also made one decision using regarding the review of the appropriateness of Managing other customary means of communication. In my capac- Board compensation and regarding the Compensation ity as Chairman of the Chairman’s Committee, I discussed Report. In addition, the Compensation Committee pre- topics of major importance with other Committee mem- pared the Supervisory Board’s decision regarding the en- bers also between meetings. The Committee concerned gagement of an auditor for the Compensation Report for itself, in particular, with personnel-related matters, long- fiscal 2023. One focus of the Compensation Committee’s term succession planning for the composition of the work was the preparation of the Supervisory Board’s de- Managing Board, corporate governance issues and the cision regarding the adjustment of the compensation acceptance by Managing Board members of positions at system for the members of the Managing Board as of other companies and institutions. fiscal 2024. Independent external consultants were also involved in the preparation of this decision. FISCAL 2023 5