Mercedes 2009 Annual Report Download - page 169

Corporate Governance |Corporate Governance Report |165
Board of Management and proposals of candidates for election
to the Supervisory Board. Since the Act on the Appropriateness
of Management Board Remuneration (VorstAG) came into force,
the Supervisory Board has no longer been able to delegate deci-
sions on details of the remuneration of the individual members
of the Board of Management to the Presidential Committee, but
has to decide itself in a plenary session not only on the structure
of the Board of Management remuneration system, but also on the
remuneration of the individual Board of Management members.
The Supervisory Board also reviews Daimler’s individual and con-
solidated annual financial statements and reports to the Annual
Meeting on the results of its review.
The work of the Supervisory Board is coordinated by its chair-
man. The Supervisory Board has formed four committees, which
perform to the extent legally permissible the tasks assigned to
them in the name of and on behalf of the entire Supervisory Board:
the Presidential Committee, the Nomination Committee, the
Audit Committee and the Mediation Committee. The Supervisory
Board has issued rules of procedure for each of its committees.
These rules of procedure can also be seen on our website at
www.daimler.com/dai/rop; the current members of the Supervi-
sory Board are listed at www.daimler.com/supervisoryboard
and of its committees at www.daimler.com/dai/sbc. The members
of the Supervisory Board and its committees are also listed on
pages 150 ff of this Annual Report.
The Presidential Committee is composed of the Chairman of
the Supervisory Board, his Deputy and two other members, who
are elected by a majority of the votes cast on the relevant resolu-
tion of the Supervisory Board.
The Presidential Committee has particular responsibility for the
contractual affairs of the Board of Management and concludes
contracts with the Board of Management on behalf of the Supervi-
sory Board. It submits proposals to the Supervisory Board on the
design of the remuneration system. Since the Appropriateness of
Management Board Remuneration Act came into force, it also
submits proposals to the Supervisory Board on the remuneration
of the individual members of the Board of Management, and no
longer decides itself on the individual remuneration.
In addition, the Presidential Committee decides on questions of
corporate governance, on which it also makes recommendations
to the Supervisory Board. It also supports and advises the Chair-
man of the Supervisory Board and his deputy, and prepares the
meetings of the Supervisory Board.
The Nomination Committee is composed of at least three mem-
bers, who are elected by a majority of the votes cast by the
members of the Supervisory Board representing the shareholders,
and is the only Supervisory Board Committee comprised solely
of members representing the shareholders. It makes recommen-
dations to the Supervisory Board concerning persons to be
proposed for election as members of the Supervisory Board at
the Annual Meeting and defines the requirements for each
specific position to be occupied.
The Audit Committee is composed of four members, who are
elected by a majority of votes cast on the relevant resolution of
the Supervisory Board. All members of the Audit Committee
should have, and the Chairman of the Audit Committee must
have, special expertise in the field of accounting.
The Audit Committee deals with questions of accounting and risk
management, the internal monitoring system, internal auditing,
compliance and the annual external audit. At least once a year, it
discusses with the Board of Management and the external audi-
tors the effectiveness, functionality and appropriateness of the
internal monitoring systems and the risk management system,
and discusses with the Board of Management the effectiveness
and appropriateness of the internal auditing system and com-
pliance management. Furthermore, it regularly receives reports
on the work of the Corporate Audit department. In addition,
the Audit Committee has established procedures for dealing with
complaints about accounting, the internal monitoring systems
and the external audit, and it receives regular reports about such
complaints and how they are dealt with. It also discusses the
interim reports with the Board of Management before they are
published and reviews the annual financial statements, indivi-
dual and consolidated, of Daimler AG. The Audit Committee is
informed by the Board of Management about the Group’s finan-
cial disclosure and discusses this matter. It makes recommenda-
tions concerning the selection of external auditors, assesses
such auditors’ suitability and independence, and, after the exter-
nal auditors are elected by the Annual Meeting, it commissions
them to conduct the annual audit of the individual and consoli-
dated financial statements and to review the interim reports,
negotiates an audit fee, and determines the focus of the annual
audit.
The Audit Committee receives reports from the external auditors
on any accounting matters that might be regarded as critical,
on any material weaknesses of the internal monitoring and risk
management system with regard to accounting, and on any differ-
ences of opinion with the Board of Management. In addition,
Governance Structure
Shareholders (Annual Meeting of shareholders)
Election of shareholder representatives
Supervisory Board (10 shareholder and 10 employee representatives),
Nomination Committee, Audit Committee, Presidential Committee, Mediation Committee
Appointments, monitoring, consulting
Board of Management (6 Board members)