Mercedes 2004 Annual Report Download - page 87

In the meeting held in September, consultations centered on the
development of the Chrysler Group. The Supervisory Board also
received information on the progress of the project for the launch
of the electronic toll system for trucks in Germany and on the
work of the Executive Automotive Committee.
In December, the main subjects for discussion were the operative
planning for the period of 2005 through 2007 and the approval of
a financing limit for the 2005 financial year. In this context, the
Board of Management reported extensively to the Supervisory
Board on the company’s risk-monitoring system and its results.
The Supervisory Board also received information on the formation
of various joint ventures in China, and approved several projects
in this context. Additional items on the agenda included a report
on the Group’s global procurement activities and consultations
on an altered procedure for the publication of the annual results.
Corporate governance. A number of corporate-governance issues
were also dealt with in the December meeting. In this context,
pursuant to Section 161 of the German Stock Corpo-ration Act, the
declaration of compliance with the German Corporate Governance
Code in its version of May 21, 2003 was approved. Finally, there
was a detailed discussion of the results of the efficiency evaluation
of the Supervisory Board and its committees that was carried
out in 2004.
Relating to the decisions on further financial support for Mitsubishi
Motors Corporation and for various consultations on Board of
Management matters, the Supervisory Board sometimes convened
without the presence of the Board of Management.
Any potential conflicts of interest connected with the intended
sale of New Venture Gear and the Group’s involvement in Toll
Collect arising due to other board positions held by some members
of the Supervisory Board were avoided, since those members
disclosed such positions to the entire Supervisory Board and did
not participate in the discussions and voting on those topics.
Report on the committees. The Presidential Committee con-
vened six times in 2004, and dealt in detail with various Board of
Management matters. It also discussed the introduction of a
new stock-based element of compensation for the Board of Man-
agement, the structure and function of which were discussed
with the Supervisory Board and were then presented in summarized
form to the Annual Meeting in April 2004. In addition, the Presi-
dential Committee prepared the plenary meetings, dealt with
questions of corporate governance, and participated in the effi-
ciency evaluation of the Supervisory Board and its commitees
that was carried out at the end of the year.
The Audit Committee met six times in 2004. Details of these
meetings are given in a separate report of this committee.
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.
Personnel changes in the Supervisory Board. In April 2004,
the Annual Meeting approved the proposal to reappoint the
existing members of the Supervisory Board representing the
shareholders. In accordance with a suggestion of the German
Corporate Governance Code, the Supervisory Board proposed
differing terms of office for these members. The Annual Meeting
confirmed the proposed terms of office of five years for Messrs.
Earl G. Graves, Victor Halberstadt, Peter A. Magowan, William A.
Owens, Manfred Schneider, Bernhard Walter, Lynton R. Wilson
and Mark Wössner. As proposed, Mr. Hilmar Kopper was
appointed for another three years and Mr. Robert J. Lanigan for
another two years as representatives of the shareholders. The
Supervisory Board then approved the election of Mr. Hilmar
Kopper as Chairman of the Supervisory Board, the election of Mr.
Manfred Schneider as a member of the Mediation Committee
and of the Presidential Committee, and the election of Mr. Hilmar
Kopper and Mr. Bernhard Walter as members of the Audit
Committee representing the shareholders. Subsequently, the Audit
Committee elected Mr. Bernhard Walter as its Chairman.
Personnel changes in the Board of Management. During the
year, the Supervisory Board took decisions on various Board of
Management matters. At the beginning of the year, it was decided
that with effect from December 16, 2004, Mr. Bodo Uebber
would become a full member of the Board of Management and
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