Mercedes 2009 Annual Report Download - page 153

Audit of the 2009 financial statements. The Daimler AG finan-
cial statements and the combined management report for the
company and the Group for 2009 were duly audited by KPMG AG,
Wirtschaftsprüfungsgesellschaft, Berlin, and were given an
unqualified audit opinion. The same applies to the consolidated
financial statements for 2009 prepared according to IFRS which
were supplemented with a group management report and addition-
al notes. The financial statements and the auditors’ reports,
were submitted to the Supervisory Board for its review. As prepa-
ration, the members of the Supervisory Board were provided
with comprehensive documentation – some of which was in draft
form – including the Annual Report, the audit report of KPMG for
the company financial statements of Daimler AG and the consoli-
dated financial statements according to IFRS and the combined
management report for the Daimler AG and the Group, as well as
drafts of the reports of the Supervisory Board and the Audit
Committee and of the Form 20-F report. The documents were dealt
with in detail by the Audit Committee and the Supervisory Board
and were discussed in the presence of the auditors, who reported
on the results of their audit. The Supervisory Board declared its
agreement with the results of the audit, established in the frame-
work of its own review that no objections were to be raised,
and approved the financial statements presented by the Board of
Management. The financial statements are thereby adopted.
Finally, the Supervisory Board approved the proposal of the Board
of Management to compensate the annual deficit by partly
withdrawing the capital reserve.
Appreciation. The Supervisory Board thanks all of the employ-
ees of the Daimler Group, the management and the departing
members of the Board of Management and the Supervisory Board
for their personal contributions and special efforts in an eco-
nomic environment that presented the Group with some special
challenges.
Stuttgart, March 2010
The Supervisory Board
Dr. Manfred Bischoff
Chairman
Corporate Governance |Report of the Supervisory Board |149
Personnel changes in the Supervisory Board. After the end of
the Annual Meeting held on April 8, 2009, two members repre-
senting the shareholders, William A. Owens and Dr. Mark Wössner,
stepped down from the Supervisory Board of Daimler AG.
As proposed by the Supervisory Board, Dr. Manfred Schneider,
Dr. h.c. Bernhard Walter and Lynton R. Wilson were reelected
with effect as of the end of the Annual Meeting, and Gerard Kleis-
terlee and Lloyd G. Trotter were elected as new representatives
of the shareholders: Mr. Kleisterlee, Mr. Trotter and Dr. h.c. Walter
for the period until the end of the end of the shareholders’
meeting that passes a resolution on the ratification of the actions
of the Supervisory Board in the year 2013, and Dr. Schneider
and Mr. Wilson for the period until the end of the end of the share-
holders’ meeting that passes a resolution on the ratification of
the actions of the Supervisory Board in the year 2010. The elec-
tion proposal of the Supervisory Board was based on a recom-
mendation made by the Nomination Committee of the Super-
visory Board and a resolution by the members of the Supervisory
Board representing the shareholders.
Personnel changes in the Board of Management. In a
Supervisory Board meeting on the occasion of the Annual Meeting
in April, the Supervisory Board granted its approval for the
amicable termination of the Board of Management membership
of Dr. Rüdiger Grube effective at midnight on April 30, 2009.
Dr. Grube left the Group at his own request and was appointed
by the supervisory board of Deutsche Bahn AG as the chairman
of the board of management of Deutsche Bahn AG.
In its meeting in December, the Supervisory Board approved the
reappointment of Mr. Andreas Renschler as a member of the
Board of Management with effect as of October 1, 2010 and until
September 30, 2013 with unchanged responsibility for Daimler
Trucks, and consented to the change in the Board of Management’s
schedule of responsibilities as proposed by the Board of manage-
ment.
In a Supervisory Board meeting in February 2010 the Supervisory
Board approved the reappointments of Dr. Dieter Zetsche, Chair-
man of the Board of Daimler AG and Head of Mercedes-Benz Cars,
and Dr. Thomas Weber, Group Research and Mercedes-Benz Cars
Development, each for a term of three years effective January 1,
2011, until December 31, 2013. In addition, the Supervisory
Board approved to extend the Board of Management and to appoint
Dr. Wolfgang Bernhard as member of the Board of Management
of Daimler AG for a term of three years with immediate effect, i.e.
February 18, 2010 until February 28, 2013, with responsibility
for Production and Procurement Mercedes-Benz Cars and for the
business unit Mercedes-Benz Vans.