Mercedes 2003 Annual Report Download - page 91
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The Board of Management. At present, the Board of Management
of DaimlerChrysler AG comprises eleven members. The Rules of
Procedure define the areas of responsibility of the entire Board of
Management, its Chairman and the individual members. The areas
of responsibility of the individual Board of Management members
are described on pages 8 and 9 of this Annual Report.
The structure of the Board of Management reflects the global
orientation of the Group and its concentration on the automotive
business, while facilitating a strong focus on markets and
customers.
Executive Automotive Committee. The Executive Automotive
Committee (EAC) was established as a committee of the Board of
Management. The task of the EAC is to coordinate all cross-
divisional automotive issues and to identify potential for improving
efficiency. The EAC prepares Board of Management decisions
and regularly informs the Board of Management of its activities
(see pages 58 f).
Chairman’s Council. The Chairman’s Council, comprising 10
internationally experienced representatives from the fields of
politics and business, is headed by the Chairman of the Board of
Management of DaimlerChrysler AG. The function of this
committee is to advise the Board of Management, primarily on
questions of global business strategy. The Chairman’s Council
combines elements of US and German corporate governance.
Financial statements. The consolidated financial statements of
the DaimlerChrysler Group are prepared in accordance with United
States Generally Accepted Accounting Principles (US GAAP).
Details of US GAAP can be found in the Notes to the Consolidated
Financial Statements (see pages 118 ff).
The year-end financial statements of DaimlerChrysler AG, which
is the parent company, are prepared in accordance with the
accounting guidelines of the German Commercial Code (HGB).
Both sets of financial statements are audited by an independent
company of auditors (see page 109).
Risk management. DaimlerChrysler has a risk-management
system commensurate with its position as a company with global
operations (see page 101). The risk-management system is one
component of the overall planning, controlling and reporting
process. Its goal is to enable the company’s management to
recognize significant risks at an early stage and to initiate
appropriate countermeasures in a timely manner. The Chairman of
the Supervisory Board has regular contacts with the Board of
Management to advise not only on the Group’s strategy and
business developments, but also to discuss the issue of risk
management.
Transparency. DaimlerChrysler regularly informs shareholders,
financial analysts, shareholders’ associations, the media and the
interested public on the situation of the Group and on any
significant changes in its business. Information is made public
according to the principle of fair disclosure. All of the new facts
that are communicated to institutional investors and financial
analysts are simultaneously also made available to all shareholders
and the interested public. If any information is made public outside
Germany as a result of the regulations governing capital markets in
the respective countries, we also make this information available
without delay in Germany in the original version, or at least in
English. In order to ensure that information is provided quickly,
DaimlerChrysler makes full use of the Internet, but also of other
methods of communication.
All the dates of important disclosures (e.g. the Annual Report,
interim reports, the Annual Meeting) are published in advance in a
finance calendar. The finance calendar can be seen inside the rear
cover of this Annual Report and can be accessed on the Internet at
www.daimlerchrysler.com/ir/calendar.
In addition to its regular scheduled reporting, DaimlerChrysler
also reports without delay any new facts which may arise within
the Group’s areas of activity and which are not known to the
public, if these facts are likely to have a substantial impact on the
stock market price of DaimlerChrysler’s shares due to their effects
on the company’s assets, financial situation, or general course of
business (ad-hoc publications).
DaimlerChrysler also reports promptly, in accordance with the
requirements of the law and when notified, when by means of
acquisition, disposal or any other method, the shareholding in
DaimlerChrysler AG of any person or institution has reached,
exceeded or fallen below 5, 10, 25, 50 or 75% of the company’s
voting rights.
Any securities transactions conducted by members of the Board
of Management or the Supervisory Board (or by persons regarded
by the German Securities Trading Law as being similarly situated)
are disclosed by DaimlerChrysler without delay after the company
is informed of such transactions (directors dealings), in accordance
with the requirements of the German Securities Trading Law. The
relevant details are given in the Notes to the Consolidated
Financial Statements (see page 169), and, in accordance with the
requirements of the law, are also available on the Internet at
www.daimlerchrysler.com/corpgov_e.
Integrity code defines worldwide standards of behavior. The
Integrity Code is a guideline for behavior which has been in effect
since 1999 and which was revised in 2003. It defines binding limits
to the activities of all employees worldwide and is regularly
referred to. Among other things, it contains rules of conduct for
international transactions and for any conflicts of interests that
may occur, questions of equality, the exclusion of corruption, the
role of internal monitoring systems, the right to the fulfillment of
statutory standards, as well as other internal and external
regulations.
Code of ethics. In July 2003, the Supervisory Board approved a
Code of Ethics for DaimlerChrysler AG. This code addresses the
members of the Board of Management and a larger number of
senior officers who have a significant influence on planning and
reporting in the context of the year-end and interim financial
statements. The provisions of the code aim to prevent mistakes by
the persons addressed and to promote ethical behavior as well as
the complete, appropriate, accurate, timely and understandable
publication of information on the Group. The wording of the code
can be seen on the Internet at
www.daimlerchrysler.com/corpgov_e.
Compensation of the Board of Management. Responsibility
for determining the compensation of the Board of Management of
DaimlerChrysler AG is delegated by the Supervisory Board to the
Presidential Committee. The Supervisory Board receives regular
reports on the structure of compensation and any changes made.
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