Mercedes 2008 Annual Report Download - page 142

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The Audit Committee convened six times in 2008. These mee-
tings were generally attended by, in addition to the members of
the Audit Committee, the Chairman of the Supervisory Board,
the Chairman of the Board of Management, the member of the
Board of Management responsible for finance and controlling
(CFO), the external auditors and, for the appropriate items of the
agenda, the heads of the relevant specialist departments. In
parallel, the Chairman of the Audit Committee also held regular
individual discussions, for example with the external auditors,
the CFO, the heads of the Corporate Accounting, Corporate Audit,
Corporate Compliance and Legal departments and the Group’s
independent Compliance Advisor. The Audit Committee was regu-
larly informed about the results of these discussions. The Chair-
man of the Audit Committee reported to the Supervisory Board
about the results of each meeting in the following Supervisory
Board meeting.
In two meetings attended by the external auditors in February
2008, the Audit Committee reviewed the annual company financial
statements and the annual consolidated financial statements as
well as the management reports of Daimler AG and the Group for
the year 2007, the annual report according to Form 20-F, the
proposal made by the Board of Management on the appropriation
of profits and the report of the Board of Management (which
was intended for subsequent publication). The Audit Committee
recommended that at its next meeting the Supervisory Board
should approve the annual financial statements and adopt the
Board of Management’s proposal on the appropriation of profits.
In further meetings during the course of the year, each attended
by the external auditors, the Audit Committee together with
the Board of Management dealt in detail with the Group’s inte-
rim reports on the first quarter, first half and first nine months
of 2007.
The Audit Committee regularly examined the qualifications and
independence of the external auditors and, in a separate proce-
dure, their efficiency. It also monitored the implementation of the
principles decided upon for the approval of services provided by
the external auditors. After receiving the approval of the Annual
Meeting, the Audit Committee engaged KPMG AG Wirtschafts-
prüfungsgesellschaft (formerly KPMG Deutsche Treuhand-Gesell-
schaft Aktiengesellschaft, Wirtschaftsprüfungsgesellschaft),
Berlin, to conduct the 2008 annual audit, negotiated the audit
fee of the external auditors, and determined the important audit
issues for the year 2008.
A key point of the Audit Committee’s work in 2008 was dealing
with the Group’s internal control mechanism in accordance with
Section 404 of the Sarbanes-Oxley Act (internal control over
financial reporting). The Audit Committee also dealt with the effec-
tiveness and further development of the risk management
system, the report on legal risks, the reports and programs of
the Corporate Audit and Corporate Compliance departments,
new legislative developments of relevance for the Audit Committee
and significant differences between accounting according to
the German Commercial Code (HGB) and according to IFRS.
As in previous years, the investigations taking place at the Group
that were initiated by the United States Securities and Exchange
Commission (SEC) formed another focus of the Audit Committee’s
work also in 2008. In each regular meeting, the Audit Committee
was informed about the stage of affairs by the Group’s manage-
ment and the lawyers and external auditors involved and by the
Group’s independent Compliance Advisor. In this context, the
progress made with the implementation and further develop-
ment of internal guidelines and codes of conduct as far as a
comprehensive compliance system was discussed. The Chair-
man of the Audit Committee was also continually informed
between the regular meetings about important targets and activi-
ties of the compliance organization.
Report of the Audit Committee