Mercedes 2009 Annual Report Download - page 164

160
Commitments upon early termination of service. No sever-
ance payments are foreseen for Board of Management members
in the case of early termination of their service contracts. Solely
in the case of early termination of a service contract by mutual
consent, Board of Management service contracts (which are
normally concluded for only three years) include a commitment
to payment of the base salary and to provision of a company
car until the end of the original service period. Such persons are
only entitled to payment of the performance-related component
of remuneration pro rata for the period until they leave the compa-
ny. Entitlement to payment of the performance-related compo-
nent of remuneration with a long-term incentive effect is defined
by the exercise conditions specified in the respective plans.
For the period beginning after the end of the original service period,
departing Board of Management members can receive pension
payments in the amounts of the commitments granted in 2005 as
described in the previous section, as well as the use of a com-
pany car.
As a result of these provisions and the fact that in accordance
with a Supervisory Board resolution of 2006, Daimler AG Board
of Management service contracts – both initial contracts and
extensions – generally have a term of only three years, Daimler
AG is significantly below the limit for severance compensation
of two years’ remuneration as suggested by the German Corpo-
rate Governance Code.
Sideline activities of Board of Management members. The
members of the Board of Management should accept manage-
ment board or supervisory board positions and/or any other
administrative or honorary functions outside the Group only to a
limited extent. Furthermore, members of the Board of Manage-
ment require the consent of the Supervisory Board before com-
mencing any sideline activities. This ensures that neither the
time required nor the remuneration paid for such activities leads
to any conflict with the members’ duties to the Group. Insofar
as such sideline activities are memberships of other supervisory
boards or comparable boards, they are disclosed in the Notes
to the Consolidated Financial Statements of Daimler AG and on our
website. No remuneration is paid to Board of Management mem-
bers for board positions held at other companies of the Group.
Loans to members of the Board of Management. In 2009,
no advances or loans were made to members of the Board of
Management of Daimler AG.
Payments made to former members of the Board of Manage-
ment of Daimler AG and their survivors. Payments made in
2009 to former members of the Board of Management of Daimler
AG and their survivors amounted to €16.1 million (2008: €19.1
million). Pension provisions for former members of the Board of
Management and their survivors amounted to €192.8 million
at December 31, 2009 (2008: €167.0 million).
Remuneration of the Supervisory Board
Supervisory Board remuneration in 2009. The remuneration
of the Supervisory Board is determined by the Annual Meeting of
Daimler AG and is governed by the company’s Articles of Incor-
poration. The new regulations for Supervisory Board remuneration
approved by the Annual Meeting in April 2008 specify that the
members of the Supervisory Board receive, in addition to the refund
of their expenses and the cost of any value-added tax incurred
by them in performance of their office, fixed remuneration of
€100,000, with three times that amount for the Chairman of the
Supervisory Board, twice that amount for the Deputy Chairman
of the Supervisory Board and the Chairman of the Audit Committee,
1.5 times that amount for the chairmen of the other Supervisory
Board committees and members of the Audit Committee, and 1.3
times that amount for members of the other Supervisory Board
committees. Members of a Supervisory Board committee are only
entitled to remuneration for such membership if the committee
has actually convened to fulfill its duties in the respective year.
If a member of the Supervisory Board exercises several of the
aforementioned functions, he or she is to be remunerated solely
for the function with the highest remuneration.
In April 2009, the Supervisory Board decided to make a solidarity
contribution with regard to the measures taken to reduce labor
costs, and to waive 10% of the members’ respective components
of individual remuneration for the period of May 1, 2009 until
June 30, 2010.
The individual remuneration of the members of the Supervisory
Board is shown in the table on the right.
The members of the Supervisory Board and its committees receive
a meeting fee of €1,100 for each Supervisory Board meeting and
committee meeting that they attend.