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Supervisory Board Management’s discussion and analysis Supervisory Board Karl-Hermann Baumann, Lothar Adler Heinz Hawreliuk Henning Schulte-Noelle, Dr.jur. Dr. rer. oec. Deputy Chairman of the Head of the Company Codetermination Chairman of the Supervisory Board, Chairman Central Works Council, Siemens AG Department, IG Metall Allianz AG (until the close of the Annual Date of birth: 2/22/1949 (Head until 9/30/2005) Date of birth: 8/26/1942 Shareholders’ Meeting on 1/27/2005) Member since: 1/23/2003 Date of birth: 3/20/1947 Member since: 2/13/1997 Date of birth: 7/22/1935 Member since: 4/1/1985 External positions Member from 2/19/1998 until 1/27/2005 Gerhard Bieletzki External positions German supervisory board positions: Member of the Combine Works Council, External positions German supervisory board positions: Allianz AG, Munich Siemens AG German supervisory board positions: DaimlerChrysler Aerospace AG, (Chairman) E.ON AG, Düsseldorf Date of birth: 5/16/1947 Munich E.ON AG, Düsseldorf Linde AG, Wiesbaden Member since: 1/23/2003 DaimlerChrysler Luft und Raumfahrt ThyssenKrupp AG, Düsseldorf Schering AG, Berlin Company positions Holding AG, Munich German supervisory board positions: EADS Astrium GmbH, Munich Peter von Siemens Heinrich v. Pierer, Siemens VDO Automotive AG, Eurocopter Deutschland GmbH, Industrial manager Dr. jur., Dr.-Ing. E.h. Munich Munich Date of birth: 8/10/1937 Chairman (Deputy Chairman) Member since: 3/11/1993 (as of the close of the Annual Berthold Huber External positions Shareholders’ Meeting on 1/27/2005) John David Coombe Deputy Chairman, IG Metall German supervisory board positions: Date of birth: 1/26/1941 Chartered Accountant (FCA) Date of birth: 2/15/1950 Member since: 1/27/2005 Member since: 7/1/2004 Münchener Tierpark Hellabrunn AG, Date of birth: 3/17/1945 Munich External positions Member since: 1/23/2003 External positions German supervisory board positions: External positions German supervisory board positions: Jerry I. Speyer Deutsche Bank AG, Frankfurt/Main Comparable positions outside Germany: Audi AG, Ingolstadt President, Hochtief AG, Essen GUS plc, UK Heidelberger Druckmaschinen AG, TishmanSpeyer Properties Münchener Rückversicherungs- HSBC Holdings plc, UK Heidelberg Date of birth: 6/23/1940 Gesellschaft AG, Munich RWE AG, Essen Member since: 7/14/2003 ThyssenKrupp AG, Düsseldorf Hildegard Cornudet Volkswagen AG, Wolfsburg Walter Kröll, Prof. Dr. rer. nat. Chairwoman of the Central Works Lord Iain Vallance of Tummel Council, Siemens Business Services Consultant Chairman, Nations Healthcare Ltd. GmbH & Co. OHG Date of birth: 5/30/1938 Ralf Heckmann Date of birth: 5/20/1943 Date of birth: 4/16/1949 Member since: 1/23/2003 Member since: 1/23/2003 First Deputy Chairman Member since: 4/1/2004 External positions Chairman of the Central Works Council, Klaus Wigand Siemens AG German supervisory board positions: Gerhard Cromme, Dr. jur. MTU Aero Engines GmbH, Munich Industrial manager Date of birth: 7/19/1949 Chairman of the Supervisory Board, Wincor Nixdorf AG, Paderborn Date of birth: 11/19/1945 Member since: 3/24/1988 ThyssenKrupp AG Member since: 2/19/1998 Date of birth: 2/25/1943 Wolfgang Müller Josef Ackermann, Dr. oec. Member since: 1/23/2003 Head of the Siemens Team, IG Metall Second Deputy Chairman Date of birth: 1/14/1948 Spokesman of the Board of Managing External positions Member since: 1/23/2003 Directors, Deutsche Bank AG German supervisory board positions: Allianz AG, Munich Date of birth: 2/7/1948 Georg Nassauer Member since: 1/23/2003 Axel Springer Verlag AG, Berlin Deutsche Lufthansa AG, Cologne Steel casting constructor External positions E.ON AG, Düsseldorf Date of birth: 3/8/1948 German supervisory board positions: Hochtief AG, Essen Member since: 3/11/1993 Bayer AG, Leverkusen ThyssenKrupp AG, Düsseldorf Deutsche Lufthansa AG, Cologne (Chairman) Albrecht Schmidt, Dr.jur. Linde AG, Wiesbaden Volkswagen AG, Wolfsburg Chairman of the Supervisory Board, Comparable positions outside Germany: Bayerische Hypo- und Vereinsbank AG BNP Paribas S.A., France (Chairman until 11/26/2005) Compagnie de Saint-Gobain S.A., France Date of birth: 3/13/1938 SUEZ S.A., France Member since: 3/11/1993 Birgit Grube External positions Office clerk German supervisory board positions: The Supervisory Board of Siemens AG Bayerische Hypo- und Vereinsbank, has 20 members. As stipulated by the Date of birth: 8/21/1945 Munich German Codetermination Act, half of the Member since: 3/11/1993 (Chairman until 11/26/2005) members represent Company share- Münchener Rückversicherungs- holders, and half represent Company Gesellschaft AG, Munich employees. The shareholder representa- Thyssen’sche Handelsgesellschaft tives were elected at the Annual Share- m.b.H., Mülheim holders’ Meeting on January 23, 2003, and the employee representatives were elected by an assembly of employee delegates on December 5, 2002. The Supervisory Board is elected for five years. As of September 30, 2005 220 Consolidated Financial Statements Supervisory Board Members Committees Supervisory Board committees The Supervisory Board of Siemens AG has established four standing committees. Information on their activities in fiscal 2005 is provided on pages 68–69 of this Annual Report. Committees Meetings Duties and responsibilities Members in FY 2005 as of Sept. 30, 2005 Chairman’s Committee 5 meetings The Chairman’s Committee of the Supervisory Board is responsi- Heinrich v. Pierer, plus 6 decisions ble for reviewing basic issues of business policy and manage- Dr. jur., Dr.-Ing. E.h. by notational ment, especially in matters concerning the Managing Board. The (Chairman) voting using Committee makes recommendations to the Supervisory Board on Ralf Heckmann written the appointment and dismissal of Managing Board members and circulations determines the Managing Board’s employment and remuneration Josef Ackermann, Dr. oec. framework. The Committee executes the contracts of employ- ment with Managing Board members and determines their remu- neration as well as the annual amounts of the variable and stock- based components of their compensation. The Committee makes recommendations to the Supervisory Board on the composition of Supervisory Board committees and – through the shareholder representatives – proposes sharehold- er candidates for appointment to the Supervisory Board. The Committee decides whether to approve business transactions with Managing Board members and related parties. The Commit- tee’s duties include regularly reviewing the Company’s corporate governance principles and formulating proposals to improve the Company’s approach to corporate governance issues. Audit Committee 5 meetings The Audit Committee’s duties include preparing Supervisory Gerhard Cromme, plus 1 decision Board reviews of the annual financial statements of Siemens AG Dr.jur. (Chairman) by notational and of the consolidated financial statements of Siemens world- Heinrich v. Pierer, voting using wide. The Committee also reviews the quarterly reports and Dr.jur., Dr.-Ing. E.h. written liaises with the internal Financial Audit Department and with the circulations independent auditors (particularly with regard to awarding the Ralf Heckmann audit contract, defining the focal points of the audit, determining the auditors’ fee, and monitoring their independence). Heinz Hawreliuk Henning Schulte-Noelle*, Dr.jur. Mediation Committee, 0 meetings As stipulated by German law, the Mediation Committee makes Heinrich v. Pierer, § 31 (3), (5) of recommendations to the Supervisory Board regarding the Dr.jur., Dr.-Ing. E.h. the German Code- appointment or revocation of appointment of Managing Board (Chairman) termination Act members, if the required two-thirds majority of Supervisory Ralf Heckmann Board member votes is not obtained on the first ballot. Josef Ackermann, Dr. oec. Heinz Hawreliuk Ownership Rights 0 meetings, The Ownership Rights Committee is responsible for decisions Heinrich v. Pierer, Committee, § 32 of 7 decisions relating to the exercise of ownership rights resulting from inter- Dr.jur., Dr.-Ing. E.h. the German Code- by notational ests in other companies. (Chairman) termination Act voting using Josef Ackermann, Dr. oec. written circulations Albrecht Schmidt, Dr.jur. * Audit Committee financial expert pursuant to the Sarbanes-Oxley Act Further information on corporate governance at Siemens is available at www.siemens.com/corporate_governance. 221 Management’s discussion and analysis Managing Board Heinrich v. Pierer, Thomas Ganswindt, Dr. h.c. Heinz-Joachim Neubürger Claus Weyrich, Dr.jur., Dr.-Ing. E. h. Date of birth: 11/18/1960 Date of birth: 1/11/1953 Prof. Dr. phil., Dr.-Ing. E. h. President and Chief Executive Officer, First appointed: 12/1/2002 First appointed: 11/5/1997 Date of birth: 1/6/1944 Siemens AG Term expires: 9/30/2007 Term expires: 9/30/2007 First appointed: 10/1/1996 (until the close of the Annual Term expires: 9/30/2006 Company positions External positions Shareholders’ Meeting on 1/27/2005) German supervisory board positions: German supervisory board positions: External positions Date of birth: 1/26/1941 Siemens VDO Automotive AG, Allianz Versicherungs-AG, Munich German supervisory board positions: First appointed: 10/1/1989 Munich Bayerische Börse AG, Munich HERAEUS Holding GmbH, Hanau Term expires: 1/27/2005 Comparable positions outside Germany: Comparable positions outside Germany: Company positions External positions Siemens Ltd., China Merrill Lynch & Co., Inc., USA Comparable positions outside Germany: German supervisory board positions: Siemens
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