Mercedes 2003 Annual Report Download - page 89
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In the last meeting of the year in December 2003, the Supervisory
Board approved the operative planning for the period of 2004
through 2006 and the scope of financing limits for the 2004 financial
year. In this meeting the Board of Management reported compre-
hensively on the company’s risk monitoring system and its results.
Furthermore, the Supervisory Board approved the sale of MTU
Aero Engines GmbH and authorized the Board of Management to
acquire additional shares in Mitsubishi Fuso Truck & Bus Corporation.
Also in December, the Supervisory Board received a report on the
situation at Toll Collect GmbH.
Mr. Günther Fleig, whose contract would have expired on
September 30, 2004, was appointed for another five years as
of October 1, 2004 with unchanged responsibility for Human
Resources, including his reappointment as Labor Relations Director
of DaimlerChrysler AG.
The meeting concluded with discussion of a number of corporate
governance issues. Pursuant to Section 161 of the German Stock
Corporation Law, the declaration of compliance with the German
Corporate Governance Code in its version of May 21, 2003 was
approved, as was the revision of the Rules of Procedure for the
Supervisory Board and its committees. Mr. Bernhard Walter was
appointed as a financial expert in the Supervisory Board’s Audit
Committee. Finally, there was a detailed discussion of the results of
the efficiency review of the Supervisory Board and its committees,
which was carried out for the first time in 2003.
The DaimlerChrysler AG financial statements and the management
report were audited by KPMG Deutsche Treuhand-Gesellschaft AG,
Wirtschaftsprüfungsgesellschaft, of Berlin and Frankfurt am Main,
and certified without qualification. The same applies to the consoli-
dated financial statements according to US GAAP, which were
supplemented with a management report and additional notes
pursuant to Section 292a of the German Commercial Code (HGB).
Also in accordance with Section 292a of the HGB, the US GAAP
consolidated financial statements presented in this report grant
exemption from the obligation to produce consolidated financial
statements according to German law.
The financial statements and the appropriation of earnings proposed
by the Board of Management, as well as the auditors’ report, were
submitted to the Supervisory Board. They were inspected by the
Audit Committee and the Supervisory Board and discussed in the
presence of the auditors. The Supervisory Board has declared itself
in agreement with the results of the statutory audit and has esta-
blished that there are no objections to be made.
In its meeting on February 18, 2004, the Supervisory Board approved
the consolidated financial statements for 2003 and the financial
statements of DaimlerChrysler AG for 2003; the financial statements
of DaimlerChrysler AG for 2003 are thereby adopted. The Super-
visory Board also consented to the appropriation of earnings pro-
posed by the Board of Management.
On February 18, 2004 the Supervisory Board made several
decisions regarding the future composition of the Board of
Management. Effective December 16, 2004, Bodo Uebber will
become a full member of the Board and assume responsibility
for Finance & Controlling in addition to his present responsibility
for Daimler Chrysler Services; his term of office remains unchanged.
The term of Manfred Gentz, who is currently responsible for
Finance & Controlling, will expire on December 15, 2004. Effective
May 1, 2004, Wolfgang Bernhard will assume responsibility for
the Mercedes Car Group; his term of office remains unchanged.
Bernhard will head the division in cooperation with Jürgen Hubbert
for three months. Also effective May 1, 2004, Thomas Weber will
become a full member of the Board and assume the duties of the
development area at Mercedes Car Group in addition to his present
responsibility for Research & Development. Mr. Weber’s term of
office remains unchanged. Jürgen Hubbert will assume responsibility
for the Executive Automotive Committee on the Board of Manage-
ment effective August 1, 2004, and his term of office also remains
unchanged. Thomas W. LaSorda is appointed as Deputy Member
of the Board of Management effective May 1, 2004, succeeding
Wolfgang Bernhard as Chief Operating Officer Chrysler Group.
Effective June 5, 2003, Mr. G. Richard Thoman retired from his
position as a member of the Supervisory Board representing
the shareholders. Mr. William Arthur Owens was appointed as his
successor with effect from November 4, 2003. On April 9, 2003,
Mr. Manfred Göbels, Mr. Peter Schönfelder and Mr. Bernhard Wurl,
members representing the employees, retired from the Supervisory
Board. Mr. Heinrich Flegel, Mr. Jürgen Langer and Mr. Thomas
Klebe were newly appointed as members of the Supervisory Board.
Mr. Manfred Bischoff, Mr. Klaus Mangold and Mr. Gary C. Valade
retired from the Board of Management of DaimlerChrysler AG
effective December 16, 2003. The appointment of Mr. Bodo Uebber
as a deputy member of the Board of Management took effect on
December 16, 2003.
The Supervisory Board expresses its gratitude to the management,
the departing members of the Board of Management and the
Supervisory Board, and in particular the employees of Daimler-
Chrysler AG for their outstanding individual efforts and achievements
in 2003.
Stuttgart-Möhringen, February 2004
The Supervisory Board
Hilmar Kopper
Chairman