Mercedes 2004 Annual Report Download - page 92

representing the shareholders and the members representing
the employees are equally obliged by law to act in the company’s
best interests.
Supervisory Board. In accordance with the German Codeter-
mination Law, the Supervisory Board of DaimlerChrysler AG
comprises twenty members. The Supervisory Board has formed
three committees: the Presidential, the Audit and the Mediation
Committee.
The Presidential Committee has particular responsibility for the
contractual affairs of the members of the Board of Management
and determines their compensation. It also supports and advises
the Chairman of the Supervisory Board and his deputy and
prepares the meetings of the Supervisory Board.
The Audit Committee deals with questions of accounting and risk
management. It discusses the effectiveness of the internal con-
trolling systems and regularly receives reports on the work of the
Internal Audit department. It also discusses the interim financial
statements and the annual financial statements, individual and
consolidated, of DaimlerChrysler AG. The Audit Committee makes
recommendations concerning the selection of independent audi-
tors, assesses such auditors’ suitability and independence, and,
after the independent auditor is elected by the Annual Meeting,
commissions it to conduct the annual audit, negotiates an audit
fee and determines the important audit issues of this audit. The
Audit Committee receives reports from the independent auditors
on any accounting matters that might be regarded as critical
and on any differences of opinion with the Board of Management.
In addition, it makes recommendations to the Supervisory
Board, for example, concerning the appropriation of distributable
profits and capital measures. Finally, the Audit Committee
approves services provided by the independent auditors or affili-
ated companies to DaimlerChrysler AG or to companies of the
DaimlerChrysler Group that are not directly related to the annual
audit.
The Mediation Committee is formed solely to perform the functions
laid down in Section 31, Subsection 3 of the German Code-
termination Law. Accordingly, it has the task of making proposals
for the appointment of members of the Board of Management if
a previously proposed appointment did not obtain the legally
required majority of votes.
Board of Management. As of December 31, 2004, the Board of
Management of DaimlerChrysler AG comprised 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 10 and 11 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 page 19).
Chairman’s Council. The Chairman’s Council, comprising ten
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.
The principles guiding our activities
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 new material facts that are communicated to
financial analysts and institutional investors are simultaneously
also made available to all shareholders and the interested public.
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