Mercedes 2009 Annual Report Download - page 150

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Dear Shareholders,
In eight meetings during the 2009 financial year, the Supervisory
Board diligently fulfilled its duties and responsibilities and dealt
comprehensively with the operational and strategic development
of the Group. The members of the Supervisory Board represent-
ing the shareholders and the members representing the employ-
ees regularly prepared the meetings in separate preliminary dis-
cussions.
The meetings held in 2009 focused not only on numerous special
topics and issues requiring the consent of the Supervisory Board,
but also on the effects of the financial and economic crisis and
the resulting measures to be taken by the Group. In each of its
meetings, the Supervisory Board discussed the business develop-
ment of the company and its most important subsidiaries. It dealt
in equal measure with short-term, medium-term and long-term
issues. The challenges of a more short-term nature included the
decline in demand in all major sales markets that began in the
second half of 2008 and worsened in the first half of 2009. The
Supervisory Board therefore placed one focus of its activities
on the results of the efficiency-enhancing actions that had been
initiated, as well as on the cost-reducing programs and their
effects on the employment situation.
The success of the measures taken by the Board of Management
and followed up by the Supervisory Board was particularly appar-
ent in the third and fourth quarters of 2009.
Other issues about which the Board of Management continually
informed the Supervisory Board, in addition to the usual key
figures, included:
– the Group’s profitability and liquidity,
– the risk management system,
– the cost of credit risk,
– the development of raw-material prices,
– vehicles’ residual values,
– the situation of suppliers,
– the development of pension obligations and pension
management, and
– the effects of the insolvency of Chrysler and General Motors
according to Chapter 11 of the US Bankruptcy Code.
Equal emphasis was placed on the long-term protection of com-
petitiveness and on the measures already initiated to prepare the
way for pioneering sustainable mobility. The Supervisory Board
also dealt specifically with these topics in close collaboration with
the Board of Management and in particular detail in a two-day
strategy workshop of the Supervisory Board.
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 and information
concerning the position of the Group, business and financial
developments, fundamental issues of corporate policy and strate-
gy, and development opportunities in particularly important
growth markets. The members of the Supervisory Board prepared
for decisions requiring Supervisory Board consent and decisions
on investment projects on the basis of documentation provided
by the Board of Management. They were also supported by the
relevant committees, and discussed the projects upon which deci-
sions were to be taken with the Board of Management. All mem-
bers of the Board of Management regularly attended the meet-
ings of the Supervisory Board. Furthermore, the Board of
Management informed the Supervisory Board with the use of month-
ly reports about the most important performance figures and
submitted the interim reports to the Supervisory Board. 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 2009. In a meeting in
January 2009, the Supervisory Board dealt with the possible condi-
tions for the termination of the investigations being carried out
since September 2004 by the US Securities and Exchange Com-
mission and the US Department of Justice concerning possible
violations of the US Foreign Corrupt Practices Act. In the meeting,
it was emphasized that a potential termination by settlement
would not have any impact on the standards or tasks of Daimler’s
recently established Compliance Organization. The challenge
remains of securing the sustainability of these activities and of
further developing them whenever required in the coming years.
The Board of Management, the Audit Committee and the Supervi-
sory Board will devote a great deal of attention to this issue also
in the coming years.
At the end of February 2009, the Supervisory Board dealt with
the audited 2008 financial statements of the company, the 2008
consolidated financial statements, and the management reports
for Daimler AG and the Group. As preparation, the members of
the Supervisory Board were provided with comprehensive docu-
mentation, some of it in draft form, including the Annual Report,
the audit reports from KPMG on the year-end financial statements
of Daimler AG and the consolidated financial statements accord-
ing to IFRS, the management report of Daimler AG and the man-
agement report of the Daimler Group, as well as drafts of the
reports of the Supervisory Board and of the Audit Committee and
the annual report according to Form 20-F.
Report of the Supervisory Board