Mercedes 2008 Annual Report Download - page 140

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In the December meeting, pursuant to Section 161 of the German
Stock Corporation Act (AktG), the 2008 declaration of complian-
ce with the German Corporate Governance Code as amended on
June 6, 2008 was approved, the rules of procedure of the Super-
visory Board and its committees were updated, and the status of
implementation of measures relating to the results of the effi-
ciency review were discussed.
Supervisory Board members are obliged to disclose potential
conflicts of interest to the entire Supervisory Board and not to par-
ticipate in discussions or voting on topics for which a potential
conflict of interest exists.
One member of the Supervisory Board, Mr. Arnaud Lagardère,
was only able to attend fewer than half the meetings held in 2008
due to other urgent commitments and medical necessities.
Report on the work of the committees. The Presidential Com-
mittee convened twice in 2008, and dealt with corporate gover-
nance issues and questions of remuneration, as well as personnel
matters of the Board of Management. In February 2008, the
Presidential Committee once again integrated compliance targets
in the individual target agreements for the members of the
Board of Management, and evaluated the degree of goal accom-
plishment during the year in consultation with the Group’s inde-
pendent Compliance Advisor and the Chairman of the Audit Com-
mittee. In addition, the Presidential Committee prepared the
plenary meetings of the Supervisory Board and discussed corpo-
rate governance matters and compliance issues.
The Audit Committee met six times in 2008. Details of these
meetings are provided in a separate report of this committee
(see page 138).
In two meetings in 2008, the Nomination Committee dealt prima-
rily with questions of the structure, orientation and qualification
profile of the Supervisory Board members representing the share-
holders.
As in previous years, the Mediation Committee, a body required
by the provisions of Germany’s Codetermination Act, had no
occasion to take any action in 2008.
The Supervisory Board was continually informed about all the
committees’ activities, and in particular about their decisions, in
each case in the Supervisory Board meeting following such
decisions.
Personnel changes in the Supervisory Board. As successors
to Mr. Earl G. Graves and Mr. Peter A. Magowan (former mem-
bers of the Supervisory Board representing the shareholders who
stepped down from their positions as of December 31, 2007),
Ms. Sari Maritta Baldauf (effective February 11, 2008) and Dr.
Jürgen Hambrecht (effective February 8, 2008) were appointed
as members of the Supervisory Board by the Stuttgart District
Court on February 7, 2008. As proposed by the Supervisory
Board, Ms. Baldauf and Dr. Hambrecht were then elected by the
Annual Meeting on April 9, 2008 as members of the Supervisory
Board representing the shareholders for the period until the end
of the shareholders’ meeting that passes a resolution on the rati-
fication of the actions of the Supervisory Board in the year 2012.
Following the end of the Annual Meeting on April 9, 2008, the
period of office began of the newly elected members of the
Supervisory Board of Daimler AG representing the employees:
Messrs. Erich Klemm, Jürgen Langer, Helmut Lense, Ansgar
Osseforth, Stefan Schwaab and Uwe Werner as plant represen-
tatives, Messrs. Jörg Hofmann, Thomas Klebe and Valter Sanches
as trade union representatives, and Prof. Flegel as a represen-
tative of the managerial staff.
Due to these changes, the positions of the employee representa-
tives in committees, with the exception of the Nomination Com-
mittee which is composed solely of shareholder representatives,
had to be reassigned. In a meeting directly after the Annual
Meeting, Mr. Erich Klemm was elected Deputy Chairman of the
Supervisory Board and the Audit Committee as well as – for
reasons of positions held – Chairman of the Mediation Commit-
tee; Dr. Thomas Klebe was elected a member of the Presidential
Committee and the Mediation Committee; and Mr. Stefan Schwaab
was elected a member of the Audit Committee. Effective at the
end of the Annual Meeting, employee representatives Mr. Gerd
Rheude and Mr. Wolf Jürgen Röder stepped down from the
Supervisory Board.