Mercedes 2009 Annual Report Download - page 152

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In December, the Supervisory Board dealt in detail on the basis
of comprehensive documentation with the operational planning
for the years 2010/2011, received information on the Group’s
risk management and the actual risks, and decided on the financ-
ing limits for the year 2010. Other issues discussed in the Decem-
ber meeting included personnel matters of the Board of Manage-
ment and corporate governance topics, as well as a resolution
to amend the designated use of treasury shares.
Furthermore, on the basis of an independent expertise on the
conformance of Board of Management remuneration with the pro-
visions of the Act on the Appropriateness of Management Board
Remuneration (VorstAG), the Supervisory Board dealt with and
confirmed the preliminary decision on Board of Management
remuneration in the year 2009 and the remuneration system for
the year 2010, in each case based on a proposal made by the
Presidential Committee.
Corporate governance. During 2009, the Supervisory Board
was continually occupied with the further development of corpo-
rate governance, giving due consideration to changes in legisla-
tion and the German Corporate Governance Code as amended in
June 2009.
In its meeting in February 2009, the Supervisory Board received
information on the results of the efficiency review of the Audit
Committee in the year 2008.
In the December meeting, pursuant to Section 161 of the German
Stock Corporation Act (AktG), the Supervisory Board approved
the 2009 declaration of compliance with the German Corporate
Governance Code as amended on June 18, 2009, and updated
the rules of procedure of the Supervisory Board and its commit-
tees in relation to the requirements of the German Accounting
Law Modernization Act (BilMoG ) and of the Act on the Appropri-
ateness of Management Board Remuneration (VorstAG); in prac-
tice, the corporate governance requirements of BilMoG and the
requirements of VorstAG had been fulfilled since those two laws
came into effect.
In each Supervisory Board meeting, there was a so-called execu-
tive session, in which the members of the Supervisory Board
were able to discuss topics in the absence of the members of the
Board of Management.
The members of the Supervisory Board of Daimler AG are obliged
to disclose potential conflicts of interest to the entire Supervisory
Board and not to participate in discussing or voting on topics
which could lead to a conflict of interest. Dr. h.c. Bernhard Walter,
Member of the Supervisory Board of Daimler AG, is also a
member of the supervisory board of Henkel AG & Co. KGaA. In
order to avoid a potential conflict of interest with Henkel in
connection with a legal dispute (meanwhile resolved) concerning
sponsoring receivables of the Brawn GP Formula 1 racing team,
upon his own request, Dr. h.c. Walter did not participate in the
brief discussion of this topic in the Supervisory Board and did
not receive any information on it.
One member of the Supervisory Board, Mr. Arnaud Lagardère,
was only able to attend fewer than half the meetings held in
2009 due to other urgent commitments.
Report on the work of the committees. The Presidential
Committee convened four times in 2009. In addition to cor-
porate governance issues, it also dealt with questions of remu-
neration, in particular resulting from the Appropriateness of
Management Board Remuneration Act, and with personnel mat-
ters of the Board of Management. In February 2009, as in the
previous years, the Presidential Committee once again specified
compliance targets in connection with the individual target
agreements of the members of the Board of Management, and
evaluated the degree of goal accomplishment during the year
in consultation with the Group’s Compliance department and the
Chairman of the Audit Committee. In November, the Presidential
Committee dealt in detail with the Group’s pool of potential for
senior executive positions.
The Audit Committee met seven times in 2009. Details of these
meetings are provided in a separate report of this committee
(see page 154).
The Nomination Committee convened once in 2009; in this
meeting, it prepared a recommendation for the Supervisory Board’s
proposal on five candidates for election to the Supervisory Board
of Daimler AG representing the shareholders. This took place on
the basis of specifications regarding the structure, orientation
and qualification profile of the members of the Supervisory Board
representing the shareholders with due consideration of corpo-
rate governance requirements.
As in previous years, the Mediation Committee, a body required
by the provisions of the German Codetermination Act, had no
occasion to take any action in 2009.
The Supervisory Board was continually informed about the com-
mittees’ activities, and in particular about their decisions, in each
case in the Supervisory Board meeting following such decisions.