Siemens Healthineers : Corporate Governance Statement in accordance with § 289f and § 315d German Commercial Code (HGB) – Nov 25, 2021 (pdf) 29.68 MB

Corporate Governance Statement

Documents pursuant to § 289f (2) and § 315d German Commercial Code (HGB)

The documents referred to in the Corporate Governance statement pursuant to § 289f and § 315d of the German commercial code (HGB) can be found here. Each of the documents is as of September 30, 2021.

• Two-tier board
• German Corporate Governance Code
• Business Conduct Guidelines
• Compensation Report including auditor's report
• Compensation system for the Managing Board
• Bylaws for the Managing Board
• Compensation system for the Supervisory Board
• Bylaws of the Supervisory Board

As of 30.09.2021

Siemens Healthineers Annual Report 2021

Additional information  -Corporate governance statement

C.4  Corporate governance statement

Publicly listed stock corporations are required to prepare and publish an annual statement on corporate governance, with the parent companies having to do so on behalf of their group companies. This statement combines the corporate governance statement of ­Siemens Healthineers AG­ in accordance with Section 289 f of the German Commercial Code (Handelsgesetzbuch,­ HGB) and the Group corporate governance statement in accordance with Section 315 d of the German Commercial Code. The Corporate Governance statement is an integral part of the combined management report. Pursuant to Section 317 (2) sentence 6 of the German Commercial Code, the independent auditors' review of the disclosures made within the scope of Sections 289 f and 315 d of the German Commercial Code is to be limited to ascertaining whether the disclosures were made.

According to Principle 22 of the German Corporate Governance Code (Deutscher Corporate Governance Kodex, hereinafter "GCGC"), this combined corporate governance statement for ­Siemens ­Healthineers AG and the Group is a key instrument of corporate governance reporting.

C.4.1 Two-tier board

Siemens ­ Healthineers AG­is subject to the regulations of German stock corporation law. It therefore has a two-tier board structure, with a Managing Board and Supervisory Board that are separate in terms of both functions and personnel. Both governing bodies cooperate closely in the interests of the Company.

In addition to the applicable statutory provisions, the GCGC provides the de jure and de facto framework for managing and monitoring the Company. The goal of the GCGC is to make ­Germany's two-tier system of corporate governance transparent and comprehensible.

C.4.1.1  Composition and working methods of the Managing Board

As the Company's top management body, the Managing Board is committed to serving the Company's interests and achieving sustainable growth in the Company's value. The members of the Managing Board are jointly responsible for the entire management of the Company and decide on the basic issues of business policy and corporate strategy, as well as on the Company's annual and multiyear plans.

The Managing Board is responsible for the preparation of the quarterly statements and the half-yearfinancial report, the annual financial statements of ­Siemens ­Healthineers AG, the consolidated financial statements of the Group, and the combined management report of Siemens ­Healthineers AG­ and the Group. In addition, the Managing Board ensures that the Company adheres to the requirements of legislation, government regulations, and internal Company guidelines, and works to ensure that Group companies comply with these provisions and guidelines. The Managing Board has established a comprehensive compliance management system. Details are available on the website at  www.siemens-healthineers.com/company/ compliance.

The Managing Board informs the Supervisory Board regularly, comprehensively, and without delay on all issues of importance to the Company with regard to strategy, planning, business development, the risk situation, risk management, and com- pliance. When filling managerial positions in the Company, the Managing Board takes diversity into consideration and, in par- ticular, aims for appropriate gender representation.

Information on the areas of responsibility and the curricula ­vitae of the members of the Managing Board are available on the Company's website at  www.siemens-healthineers.com/ company/management.

You will find further information about the Managing Board on our website:

• Compensation of the Managing Board in accordance with Sec- tion 87a AktG is available atwww.siemens-healthineers.com/

investor-relations/corporate-governance/managing-board-compensation .

• Compensation Report 2021 including the auditor's report in accordance with Section 162 of the German Stock Corporation Act is available at www.siemens-healthineers.com/inves-

tor-relations/corporate-governance.

• Bylaws of the Managing Board are available atwww.sie-

mens-healthineers.com/investor-relations/corporate-governance/ bylaws.

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Siemens Healthineers Annual Report 2021

Additional information  -Corporate governance statement

Members of the Managing Board and positions held by Managing Board members

In fiscal year 2021 the Managing Board comprised the following members:

					Memberships in supervisory boards whose establishment
					is required by law or in comparable domestic or foreign
					controlling bodies of business enterprises
					External positions		Group company positions
Name	Year of birth	First appointed	Term expires	(as of September 30, 2021)		(as of September 30, 2021)
Dr. Bernhard Montag	1969	2018	2026		None		None
Chief Executive Officer
Darleen Caron	1964	2021	2024		None		None
(since February 1, 2021)
Dr. Jochen Schmitz	1966	2018	2026		German positions:		None
					• Universitätsklinikum
					Augsburg
Dr. Christoph Zindel	1961	2019	2022		None		None

C.4.1.2  Composition and working methods of the Supervisory Board

The Supervisory Board oversees and advises the Managing Board in its management of the Company's business. At regular inter- vals, the Supervisory Board discusses business development, planning, strategy, and strategy implementation. It reviews the annual financial statements of Siemens ­Healthineers AG,­ the consolidated financial statements, and the combined management report, as well as the proposal for the appropriation of net income. It approves the annual financial statements of ­Siemens ­Healthineers AG as well as the consolidated financial statements, based on the results of the pre-examination conducted by the Audit Committee and taking into account the reports of the independent auditors. The Supervisory Board decides on the Managing Board's proposal for the appropriation of net income and the Report of the Supervisory Board to the Annual Shareholders' Meeting. In addition, the Supervisory Board or the Audit Committee, as appropriate, concerns itself with monitoring the Company's compliance with the requirements of legislation, government regulations, and internal Company guidelines. The Supervisory Board also appoints the members of the Managing Board and determines each member's business responsibilities. Important Managing Board decisions - such as those regarding major acquisitions, divestments, investments in property, plant, and equipment, or financial measures­ - are subject to Supervisory Board approval, unless the bylaws for the Supervisory Board specify that such authority is delegated to one of the Supervisory Board committees. The bylaws of the Supervisory Board set out not only its tasks and responsibili- ties, but also the procedure for holding meetings and adopting resolutions.

In the bylaws for the Managing Board, the Supervisory Board has established the rules that govern the Managing Board's work.

The activities of the Supervisory Board and its committees during the reporting period are discussed in the Report of the Supervisory Board  C.3  Report of the Supervisory Board.

The curricula vitae of the members of the Supervisory Board are available on the Company's website at  www.siemens-health-

ineers.com/investor-relations/supervisory-board.

You will find further information about the Supervisory Board on our website:

• Compensation system of the Supervisory Board including resolution on compensation in accordance with Section 113 (3) of the German Stock Corporation Act is available at
  www.siemens-healthineers.com/investor-relations/corpo-

rate-governance/supervisory-board-compensation.

• Compensation Report 2021 including the auditor's report in accordance with Section 162 of the German Stock Corporation Act is available at www.siemens-healthineers.com/investor-re-

lations/corporate-governance.

• Bylaws of the Supervisory Board are available atwww.sie-

mens-healthineers.com/investor-relations/corporate-governance/ bylaws.

The Supervisory Board of ­Siemens Healthineers AG­ comprises ten members. It is composed entirely of shareholder represen- tatives. The terms of office of the members of the Supervisory Board who were appointed in 2018 will expire at the conclusion of the Annual Shareholders' Meeting in 2023. The terms of office of the members who were appointed in 2020 (Dr. Roland­ Busch) and 2021 (Mr. Peer M. Schatz) will expire at the conclusion of the Annual Shareholders' Meeting in 2025 and 2026, respectively.

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Siemens Healthineers Annual Report 2021

Additional information  -Corporate governance statement

Members of the Supervisory Board and positions held by Supervisory Board members

In fiscal year 2021 the Supervisory Board comprised the following members:

Name	Occupation	Year of birth	Member since
Prof. Dr. Ralf P. Thomas	Member of the	1961	2018
Chairman	Managing Board of
	Siemens Aktiengesellschaft
	(Chief Financial Officer)
Dr. Norbert Gaus	Executive Vice President	1961	2018
Deputy Chairman	Corporate Technology of
	Siemens Aktiengesellschaft
Dr. Roland Busch	President and	1964	2020
	Chief Executive Officer of
	Siemens Aktiengesellschaft
Dr. Marion Helmes	Supervisory board member	1965	2018
Dr. Andreas C. Hoffmann	General Counsel of	1964	2018
	Siemens Aktiengesellschaft
Dr. Philipp Rösler	Supervisory board member	1973	2018
Peer M. Schatz	Managing Director of	1965	2021
(since March 23, 2021)	PS Captial Management
	GmbH
Dr. Nathalie von Siemens­	Supervisory board member	1971	2018
Dr. Gregory Sorensen	Founder and CEO of	1962	2018
	DeepHealth, Inc. (artificial
	intelligence division of
	RadNet, Inc.) and
	Executive Chairman of IMRIS
	(Deerfield Imaging, Inc.)
Karl-Heinz Streibich	President of acatech -	1952	2018
	Deutsche Akademie der
	Technikwissenschaften

Memberships in supervisory boards whose establishment is required by law or in comparable domestic or foreign controlling bodies of business enterprises

(as of September 30, 2021)

German positions:

• Siemens­ Energy AG

• Siemens­ Energy Management GmbH

• ­Siemens ­Healthcare GmbH (Chair)

Positions outside Germany:

• Siemens­ Proprietary Ltd., South Africa

German positions:

• Siemens ­ Healthcare­ GmbH

German positions:

• Siemens­ Mobility GmbH (Chair)

German positions:

• ProSiebenSat.1 Media SE (Deputy Chair)
  Positions outside Germany:
• British American Tobacco p. l. c., United Kingdom
• Heineken N. V., The Netherlands

German positions:

• Siemens ­ Healthcare­ GmbH

Positions outside Germany:

• Siemens Ltd­., China

German positions:

• Brainloop AG

Positions outside Germany:

• Fortum Corporation, Finland
• Loc Troi Group, Vietnam

German positions:

• Resolve BioSciences GmbH (Chair)
  Positions outside Germany:
• CENTOGENE N. V., The Netherlands (Chair)

German positions:

• Messer Group GmbH
• Siemens­ Aktiengesellschaft
• Siemens ­ Healthcare­ GmbH
• TÜV SÜD AG

Positions outside Germany:

• EssilorLuxottica S. A., France

German positions:

• Fresenius Medical Care AG & Co. KGaA
• Fresenius Medical Care Management AG
  Positions outside Germany:
• DFP Healthcare Acquisitions Corp., USA
• Invicro, LLC, USA

German positions:

• Deutsche Telekom AG
• Münchener Rückversicherungs-Gesellschaft AG
• Software AG (Chair)

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Siemens Healthineers Annual Report 2021

Additional information  -Corporate governance statement

Supervisory Board committees

The Supervisory Board has four committees, whose duties, re- sponsibilities, and procedures fulfill the requirements of the German Stock Corporation Act and the GCGC. The chairpersons of these committees provide the Supervisory Board with regular reports on the committees' activities.

Committees	Members
Chairman's	• Prof. Dr. Ralf P. Thomas (Chair)
Committee	• Dr. Norbert Gaus
	• Dr. Andreas C. Hoffmann
Audit	• Dr. Marion Helmes (Chair)
Committee	• Dr. Andreas C. Hoffmann
	• Prof. Dr. Ralf P. Thomas
Innovation and Finance	• Prof. Dr. Ralf P. Thomas (Chair)
Committee	• Dr. Roland Busch
	• Dr. Norbert Gaus
	• Peer M. Schatz
	• Dr. Gregory Sorensen
	• Karl-Heinz Streibich
Related-Party Transactions	• Dr. Marion Helmes (Chair)
Committee	• Dr. Andreas C. Hoffmann
	• Karl-Heinz Streibich

The Chairman's Committee coordinates the work of the Supervisory Board and prepares the meetings of the Supervisory Board. It prepares the self-assessment of the Supervisory Board's work and monitors the implementation of the resolutions adopted by the Supervisory Board or its committees. It makes proposals regarding the appointment and dismissal of Managing Board members and handles contracts with members of the Managing Board. When making recommendations for first-time appointments, it takes into account that the term of these appointments should not, as a rule, exceed three years. In preparing recommendations on the appointment of Managing Board members, the Chairman's Committee takes into account the candidates' professional qualifications, international experience and leadership qualities, the age limit specified for Managing Board members, the long-range plans for succession, and diver- sity. It also takes into account the targets that the Supervisory Board has specified for the share of women on the Managing Board. It decides on approving contracts and transactions with members of the Managing Board and their related parties, whether individuals or entities. The Chairman's Committee submits proposals to the Supervisory Board for setting the compensation of the individual Managing Board members. The Chairman's Committee prepares resolutions of the Supervisory Board regarding the systems of Managing Board and Super­ visory Board compensation, including the regular review of those systems. The Chairman's Committee furthermore has the task of providing the Supervisory Board with recommendations of suitable candidates for the board to nominate for election by the Annual Shareholders' Meeting as new members of the Supervisory Board. It therefore has the tasks of a nomination committee. In preparing these recommendations, the targets defined by the Supervisory Board for its composition are to be given due consideration, along with the proposed candidates' required knowledge, abilities, and professional experience. Fulfillment of the profile of required skills and expertise is also to be aimed for. The Chairman's Committee has furthermore

been authorized by the Supervisory Board to decide on the approval of Managing Board proposals regarding appointment or dismissal of persons in certain management positions at the first level below the Managing Board, and the main principles of the compensation and incentivization system for employees.

In fiscal year 2021, the Chairman's Committee had the following members: Prof. Dr. Ralf P. Thomas (Chairman), Dr. Norbert Gaus and Dr. Andreas C. Hoffmann.

The Audit Committee oversees, in particular, accounting and the accounting process. It conducts a pre-examination of the annual

financial statements of Siemens ­ Healthineers AG,­the consolidated financial statements, and the combined management report, as well as the report on relationships with affiliated com- panies. On the basis of the independent auditors' report on their audit of the financial statements, the Audit Committee makes, after its own pre-examination, recommendations regarding the Supervisory Board's approval of the annual financial statements of ­Siemens ­Healthineers AG and the consolidated financial statements. The Audit Committee discusses the quarterly statements and half-year financial report with the Managing Board and the independent auditors and deals with the audi- tors' reports on the review of the Group's half-year consolidated financial statements and interim management report. It concerns itself with questions of risk management and oversees the suitability and effectiveness of the systems for internal control, risk management, and internal auditing. The Audit Committee receives regular reports from the internal audit department. It prepares the Supervisory Board's recommendation to the Annual Shareholders' Meeting concerning the election of the independent auditors and submits the corresponding proposal to the Supervisory Board. Once the Annual Shareholders' Meeting has made a resolution, the Audit Committee awards the audit contract to the independent auditors and monitors the independent audit of the financial statements, particularly the selection, independence, and qualification of the auditors. It evaluates the quality of the audit and the work of the independent auditors, including the additional services they provide. In this regard, the committee complies with the applicable legal requirements, including in particular the requirements under the EU Audit Regulation (Regulation (EU) No. 537 / 2014 of the European Parliament and of the Council of 16 April 2014 on specific requirements of statutory audits of public-interest entities and repealing Commission Decision 2005 / 909 / EC). The Audit Committee furthermore concerns itself with monitoring compliance, and with nonfinancial reporting and exemptions from such reporting.

In fiscal year 2021, the Audit Committee had the following members: Dr. Marion Helmes (Chairwoman since September 28, 2021), Dr. Andreas C. Hoffmann (Chairman until September 27, 2021) and Prof. Dr. Ralf P. Thomas.

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