Mercedes 2003 Annual Report Download - page 88
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Please find page 88 of the 2003 Mercedes annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.The Audit Committee received regular reports on the implementation
of the provisions of the Sarbanes-Oxley Act, and monitored the
progress of this process, particularly regarding the report on moni-
toring systems and processes affecting the publication of company
information. It was also regularly informed on new accounting
standards and their interpretation, and on the status of their imple-
mentation within the Group. In addition, the Audit Committee
prepared a specific self-evaluation of its own activities, which is
to be applied for the first time in 2004.
The Mediation Committee, a body formed in accordance with the
stipulations of the German Codetermination Law, was not required
to convene last year.
The Supervisory Board was regularly informed about the work and,
in particular, the decisions of the committees, and met without
any representatives of the Board of Management when this was
necessary. A potential conflict of interest concerning the sale
of shares in Mercedes-Benz Lenkungen GmbH to ThyssenKrupp
Automotive AG by Bernhard Walter, a member of the Supervisory
Board who is also a member of the supervisory board of Thyssen-
Krupp AG, was avoided by Mr. Walter abstaining from the vote
on this issue. No other concrete conflicts of interest involving
members of the Supervisory Board, also concerning their other
board memberships, occurred during 2003.
In its meetings, the Supervisory Board was regularly and fully
informed by the Board of Management as regards the situation of
the Group, particularly its business and financial developments,
investment plans, questions of fundamental business policy and
strategy and personnel requirements. The Board of Management
presented the Group’s key performance figures to the Supervisory
Board in the form of regular monthly reports, and written reports
were submitted on special matters. The Chairman of the Supervisory
Board was also kept informed of all important developments and
decisions in separate discussions with the Chairman of the Board
of Management.
In the year 2003, when the triad markets of Western Europe, the
United States and Japan were suffering from low economic growth
rates and worldwide uncertainty, not least due to the war in Iraq,
the Supervisory Board was engaged in detailed discussions on
the development of the various business units. In this context, the
main focus of discussions was repeatedly the situation at the
Chrysler Group, the effects of our equity interest in Mitsubishi
Motors Corporation and the development of Toll Collect GmbH.
In the meeting held in February 2003, the Supervisory Board dealt
with the certified 2002 financial statements of DaimlerChrysler AG,
the 2002 consolidated financial statements, the 2002 management
report of DaimlerChrysler AG and the 2002 Group management
report. In addition to approving various financing measures at debis
AirFinance, in its February meeting the Supervisory Board also
approved the sale of shares in Mercedes-Benz Lenkungen GmbH
to ThyssenKrupp Automotive AG. The sale by Chrysler Group of
non-productive facilities was also approved after a detailed review.
An additional focus of interest was a report by Mercedes Car
Group, which included among other things a detailed statement
of position on the issues of fuel-cell and hybrid technology.
There were two Supervisory Board meetings in April 2003.
Triggered by the re-election at the 2003 Annual Meeting of
members representing the employees, the committees of
the Supervisory Board were also reconstituted. In this context
the election was approved of Mr. Erich Klemm as Deputy
Chairman of the Supervisory Board, of Mr. Thomas Klebe as
member of the Mediation Committee and of the Presidential
Committee, and of Mr. Erich Klemm and Mr. Stefan Schwaab
as members of the Audit Committee.
The other main issues were the business developments of the
first quarter, especially at the Chrysler Group, a report on the
current situation of the aerospace business and information on
the financial development of Mitsubishi Motors Corporation
and Hyundai Motor Company.
The focus of July’s meeting was on the financial statements for the
second quarter and first half of the year and the Q2 interim report.
In this context, the Supervisory Board dealt at length with the
situation of the Chrysler Group and the competitive situation in
North America. Subsequently, the business development, structure
and strategy of the Commercial Vehicles division were described
and discussed in detail. There was also discussion of various of the
Group’s investment plans in China and the development of Toll
Collect GmbH.
In addition, with the involvement of internal and external advisors
and on the basis of various expert opinions, the Supervisory Board
discussed in detail the possibility of an out-of-court settlement of the
class action, pending before the United States District Court for
the District of Delaware, concerning the merger of Daimler-Benz and
Chrysler to form DaimlerChrysler AG in 1998. The Supervisory
Board approved a settlement of this action subject to certain con-
ditions and authorized the Presidential Committee to supervise
the negotiations accordingly.
Other issues dealt with in the meeting were the approval of a
code of ethics for the members of the Board of Management and
a large number of top executives, and the commissioning of
KPMG Deutsche Treuhand-Gesellschaft AG, Wirtschaftsprüfungs-
gesellschaft, of Berlin and Frankfurt am Main, to carry out the
independent audit for 2003 with the audit focus as determined by
the Audit Committee in conjunction with KPMG.
In the meeting held in September 2003, discussions again centered
on the development of the Chrysler Group. The Supervisory
Board also approved the financing of Toll Collect GmbH, which
had previously been discussed in detail, and was informed on
the technical progress of the project.
Also in September, a long-term financing concept was approved
for debis AirFinance, and a report was given on the Executive
Automotive Committee. In addition, the development of Global
Procurement since the merger between Daimler-Benz and
Chrysler and the strategic challenges facing this cross-divisional
function were discussed.
Corporate Governance | Supervisory Board | Report of the Supervisory Board | Corporate Governance at DaimlerChrysler