Mercedes 2008 Annual Report Download - page 138

134
In seven meetings during the 2008 financial year, the Supervi-
sory Board dealt comprehensively with the operational and stra-
tegic development of the Group. Numerous special topics and
issues requiring the consent of the Supervisory Board were dis-
cussed and decided upon, which in the second half of the year
were increasingly influenced by the financial crisis. As in the prior
year, a two-day strategy workshop was held together with the
Board of Management.
Cooperation between the Supervisory Board and the Board
of Management. In all of the Supervisory Board meetings, there
was an intensive and open exchange of opinions concerning the
position of the Group and the development of its business and
financial situation, including effects on employment. Issues
requiring the consent of the Supervisory Board, investment plans
and fundamental questions of business policy and strategy were
dealt with in particular detail and decided upon on the basis of
comprehensive documentation and queries directed at the
Board of Management. Furthermore, the Board of Management
informed the Supervisory Board with the use of monthly reports
about the most important performance figures and submitted to
the Supervisory Board the quarterly interim reports.
The Supervisory Board was kept fully informed of specific matters
also between its meetings, and, as required in individual cases,
following consultation with the Chairman of the Supervisory Board
it was requested to pass its resolutions in writing. In addition,
the Chairman of the Board of Management informed the Chairman
of the Supervisory Board in regular discussions about all impor-
tant developments and upcoming decisions.
Issues discussed at the meetings in 2008. At the end of
February 2008, the Supervisory Board dealt with the audited
2007 financial statements of the company, the 2007 consolida-
ted financial statements, the management report of the com-
pany and the management report of the Group, which all together
received an unqualified opinion from the independent auditors.
The Supervisory Board also decided upon the proposal for the
Annual Meeting on the appropriation of earnings, the agenda
for the Annual Meeting and the proposal of candidates for elec-
tion to the Supervisory Board as members representing the
shareholders. Finally, the Supervisory Board approved board
positions at other companies and other business activities of
the members of the Board of Management as presented in the
meeting, as well as the proposed publication of the rules of
procedure for the Supervisory Board and its committees.
In March, the Supervisory Board consented to the provision of
financial support in the form of an investor solution to end the
insolvency of one of the Group’s important suppliers that was in
financial distress.
Following the election of employee representatives to the Super-
visory Board of Daimler AG, which took effect following the end
of the Annual Meeting, the positions of the employee representa-
tives in the committees were to be newly filled. The required
elections were held in a meeting of the Supervisory Board conve-
ned directly after the Annual Meeting.
In a further meeting held in April 2008, the Supervisory Board
dealt not only with the course of business and the results of
the first quarter, but also with the results of the review of the
Supervisory Board’s own efficiency, which was carried out
with external support.
In May, the Supervisory Board authorized the Board of Manage-
ment to carry out a real-estate transaction through the subsidiary
Mercedes-Benz Manhattan.
With regard to the authorization granted by the Annual Meeting
on April 9, 2008, in June 2008 the Supervisory Board approved,
subject to the availability of appropriate retained earnings pur-
suant to Section 272, Subsection 4 of the German Commercial
Code (HGB), the formation of a budget also in the 2008 financial
statements to buy back a maximum of 10% of the outstanding
shares as of April 9, 2008, during the period until April 8, 2009,
the date of the next Annual Meeting. As proposed by the Board of
Management, due to the changed economic situation the pro-
gram was suspended in October 2008.
Report of the Supervisory Board