Mercedes 2009 Annual Report Download - page 158

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Dear Shareholders,
The Audit Committee convened seven times in 2009. These
meetings were regularly 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), and the external auditors. The heads of the relevant spe-
cialist departments were also present for the appropriate items
of the agenda. In addition, the Chairman of the Audit Committee
held regular individual discussions, for example with the external
auditors, the CFO, the Head of Corporate Accounting, Internal
Auditing, Corporate Compliance and Legal, 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 activities of the Committee and about its meetings and
discussions in the next following Supervisory Board meetings.
In a meeting in January 2009, the Audit Committee dealt with the
possibilities and potential conditions of a settlement between
Daimler AG and the US Securities and Exchange Commission and
the US Department of Justice to terminate the ongoing investi-
gations of possible violations of the US Foreign Corrupt Practices
Act. In previous years, this matter had been a particular focus
of the work of the Audit Committee. Following intensive discussion
and consideration of these possibilities and potential conditions,
the Audit Committee advised the Supervisory Board to authorize
the Board of Management to negotiate a settlement in conclusive
termination of the investigations.
All of Daimler’s boards and committees are agreed that a termi-
nation of the investigations is not to be understood as drawing a
line under this matter, but that the sustained influence of the
established Compliance Organization is to continue and that these
activities are to be further developed.
In two meetings attended by the external auditors in February
2009, the Audit Committee reviewed the annual company finan-
cial statements, the annual consolidated financial statements
and the combined management report for Daimler AG and the
Daimler Group for the year 2008, as well as the proposal made
by the Board of Management on the appropriation of profits. In
preparation, the members of the Audit Committee and the
other members of the Supervisory Board were provided with com-
prehensive documentation, some of which was in draft form,
including the Annual Report, the audit reports of KPMG on the
annual financial statements of Daimler AG and the annual
consolidated financial statements according to IFRS, the manage-
ment reports of Daimler AG and the Daimler Group, drafts of
the reports of the Supervisory Board and of the Audit Committee,
and the annual report according to Form 20-F. The Audit Com-
mittee recommended that in its second meeting the Supervisory
Board should approve the annual financial statements and
adopt the Board of Management’s proposal on the appropriation
of profits. Furthermore, in this meeting the Audit Committee
also dealt with the draft agenda of the 2009 Annual Meeting and
the annual audit plan of the Internal Auditing department; it also
approved a list of permissible non-audit services to be provided
by the external auditors in the 2009 financial year.
In further meetings during the course of the year, together with
the aforementioned members of the Board of Management
and in the presence of the auditors, the Audit Committee dealt in
detail with Daimler’s interim reports. In addition, the develop-
ment of pension obligations and pension management were pre-
sented.
The Audit Committee regularly examined the qualifications and
independence of the external auditors and the implementation
of the principles decided upon for the approval of non-audit ser-
vices provided by the external auditors. After receiving the
approval of the Annual Meeting, the Audit Committee engaged
KPMG AG, Wirtschaftsprüfungsgesellschaft, Berlin, to conduct
the 2010 annual audit, negotiated the audit fee of the external
auditors, determined the important audit issues for the year 2009,
and informed the Supervisory Board accordingly.
Report of the Audit Committee