18 BMW Group Report 2024 To Our Stakeholders Combined Management Report Group Financial Statements Responsibility Statement and Auditor’s Report Remuneration Report Other Information Report of the Supervisory Board and the Compliance Management System) and the Risk Management System. The head of Corporate Audit reported on the overarching audit focus areas and key audit findings, as well as the plans for further internal audits. We also received updates from the responsible head of department on the Internal Control System for accounting as well as on the Tax and Customs Control System in place across the BMW Group. In his half-year report, the Chief Compliance Officer of the BMW Group reported to us in particular on the further develop- ment of the Compliance Management System and the international compliance organisa- tion. Furthermore, he explained the preparatory work for, and the implementation of, the ex- ternal certification process for the Compliance Management System. As far as operational topics were concerned, he focused in particular on the implementation of export control re- quirements and the specific supply-chain-related risk analysis as well as the further devel- opment of the product compliance management system. The report also addressed the handling of individual cases and relevant official procedures related to compliance. The Au- dit Committee also scrutinised the annual compliance report (see Compliance section above). Risk reporting was conducted on a half-yearly basis. In addition to the main risks to which the BMW Group is exposed and the classification of those risks, particular emphasis was placed on geopolitical risk scenarios, especially for supply chains and sales markets, as well as risk-mitigating measures. We also discussed risks related to sustainability and the further development of the Internal Control System for non-financial reporting with regard to the Group’s sustainability-related targets. In its report on the audit of over-the-counter derivatives entered into by BMW AG during the financial year 2023, the external auditor confirmed to the Audit Committee the effectiveness of the system in place at BMW AG in complying with the regulatory requirements of the Eu- ropean Market Infrastructure Regulation. The Audit Committee received regular reports on the current status and development of sig- nificant legal proceedings and internal investigations and, in individual cases, discussed product- and emissions-related proceedings with external legal advisors brought in for that purpose. In its role as a preparatory body, the Personnel Committee convened four times to deliber- ate on the remuneration of, and succession planning for, the Board of Management. In par- ticular, it prepared the review and further development of certain aspects of the Board of Management remuneration system with the support of an independent external remunera- tion consultant. Thorough preparatory work was also performed with respect to the review of the appropriateness of the Board of Management’s remuneration for the financial year 2023 and the target remuneration for 2024, as well as the determination of the factors for the Board of Management’s variable remuneration for 2023 and the outlook for 2024. The proposals for setting financial and non-financial targets, including ESG targets, for the Board of Management remuneration for the financial year 2025 were also discussed in great depth. The renewal of the anticipatory resolution on the approval of loans and trans- actions by BMW Bank GmbH was also on the Personnel Committee’s agenda. The Nomination Committee held one meeting in the financial year 2024, in which it dis- cussed the composition of the Supervisory Board and succession planning for the share- holder representatives. Taking into account the composition, targets adopted by the Super- visory Board and the recommendations of the German Corporate Governance Code, the Nomination Committee issued recommendations for the Supervisory Board’s election pro- posals to the Annual General Meeting to be held in 2025. Dr Nicolas Peter, former member of the Board of Management responsible for Finance, was nominated as a new candidate for election to the Supervisory Board after a two-year cooling-off period. I had previously announced my intention to step down at the end of the Annual General Meeting 2025 after serving ten years on the Supervisory Board and 38 years with the BMW Group. At its subsequent meeting, the Supervisory Board also discussed the succession question regarding the chair position of the Supervisory Board at the end of the Annual General Meeting 2025. The members of the Supervisory Board agreed to elect Dr Peter as their chairman as well as to the other committee positions that I currently hold in the event of his election to the Supervisory Board. The Mediation Committee, which is prescribed by law, did not need to convene during the financial year 2024. Composition of the Board of Management In the financial year 2024, the Supervisory Board decided to extend the mandate of Dr Joa- chim Post, Member of the Board of Management responsible for the Purchasing and Sup- plier Network. Composition of the Supervisory Board, the Presiding Board and the Supervisory Board’s committees There were no changes to the composition of the shareholder representatives on the Su- pervisory Board in the past year. At the Annual General Meeting 2024, the shareholders re- elected Dr h.c. Susanne Klatten, Stefan Quandt and Dr Vishal Sikka to the Supervisory Board for a further term of office of approximately four years. Stefan Quandt was elected as Deputy Chairman of the Supervisory Board and, in this role, is a member of the Presiding Board (since 1 January 2025: Presiding Committee) in accordance with the rules of proce- dure. He was also elected as a member of the Audit Committee, the Personnel Committee, the Mediation Committee and the Nomination Committee. Dr h.c. Klatten was also elected to the Nomination Committee. The composition of the employee representatives on the Supervisory Board changed as a result of elections held in accordance with the German Co-Determination Act (Mitbes- timmungsgesetz). Christiane Benner, Bernhard Ebner and Johann Horn left the Supervisory
