Mercedes 2009 Annual Report Download - page 151

Corporate Governance |Report of the Supervisory Board |147
the Supervisory Board meeting of December 2008 in light of the
considerable uncertainty at that time regarding ongoing economic
developments. In this meeting, the Supervisory Board also
decided to make a solidarity contribution in relation to the mea-
sures taken to reduce labor costs and secure employment at
Daimler AG, and waived 10% of the members’ individual remu-
neration.
After discussing the business development and the results of the
second quarter, the Supervisory Board dealt in its meeting in July
with the status of the Group-wide compliance activities and the
status of negotiations on the amicable termination of the investi-
gations by the US Securities Exchange and Commission (SEC)
and the US Department of Justice (DOJ). Also in this meeting, the
Supervisory Board received a report by the Independent Compli-
ance Advisor about the status of the Group’s compliance activi-
ties. Fundamental questions on the financing status and man-
agement of the pension funds constituted another topic of this
meeting. After that, the Supervisory Board received a report on
various legal changes of particular relevance for its own activi-
ties. These changes were the corporate governance requirements
of the German Accounting Law Modernization Act (BilMoG),
which came into force in May 2009 and the key points of which
had already been explained by the Board of Management in
the meeting in December, and the German Act on the Appropriate-
ness of Management Board Remuneration (VorstAG).
During the two-day strategy workshop in September, the Super-
visory Board received detailed information on the status of the
implementation of Daimler’s strategic thrusts as presented by
the Board of Management in previous years and of the individual
divisions, taking into consideration the current economic envi-
ronment. In this context, the Supervisory Board discussed the
projects initiated by the divisions, the competitive positioning
of the Group and its divisions, and the product strategy.
Other key points included:
– growth opportunities in developing markets,
– current strategic issues in the field of commercial vehicles and
in other areas,
– the technological development of combustion engines,
– electric drive, hybrids and hydrogen drive,
– the overall technology and market strategy for safeguarding
sustainable mobility and
– the latest trends in customer behavior.
The Audit Committee and the Supervisory Board dealt in detail
with these documents and discussed them in the presence of the
auditors, who reported on the results of their audit. The Supervi-
sory Board declared its agreement with the results of the audit,
established in the framework of its own review that no objections
were to be raised, and approved the financial statements present-
ed by the Board of Management. The financial statements were
thereby adopted. Subsequently, the Supervisory Board examined
and agreed with the appropriation of earnings proposed by the
Board of Management. Other items dealt with were the agenda
for the Annual Meeting, including the proposal of five candidates
to be elected as representatives of the shareholders, and the remu-
neration of the Board of Management for the year 2009. Finally,
the Supervisory Board approved the external board positions and
sideline business activities of the members of the Board of Man-
agement as presented in the meeting.
In an extraordinary meeting held in March, the Supervisory Board
dealt with the capital increase with the preclusion of sharehold-
ers’ subscription rights as proposed by the Board of Management
by way of partial utilization of the Authorized/Approved Capital I
that was approved by the Annual Meeting in 2008 through the issue
of new shares to the investor Aabar (Abu Dhabi). The Supervisory
Board was in favor of this capital increase, primarily because with
a strengthened financial position, the Group would be better
able to continue the substantial investment it had already started
in research and development in order to approach the present
opportunities and challenges in the automotive industry from a
strengthened financial situation and leading position.
Two Supervisory Board meetings were held in April 2009. In the
first of those two meeting, the Supervisory Board consented to
the amicable termination of the Board of Management member-
ship of Dr. Rüdiger Grube – at his own request – effective with
the end of April 30, 2009, authorized the Chairman of the Super-
visory Board to conclude a separation agreement, and granted
its consent to the new distribution of responsibilities of the Board
of Management reflecting Dr. Grube’s departure.
In the second meeting held in April 2009, the Supervisory Board
dealt not only with the course of business and results of the
first quarter, but also with the final separation from Chrysler, i.e.
with the transfer of the remaining 19.9% equity interest, which
became possible on the basis of agreements with the US govern-
ment agency Pension Benefit Guaranty Corporation (PBGC),
Chrysler and Cerberus. In addition, the Board of Management
explained to the Supervisory Board in this meeting the required
adjustments to the operational planning and current developments
in this context. This procedure was based on decision made in
Dr. Manfred Bischoff, Chairman of the Supervisory Board