Mercedes 2009 Annual Report Download - page 170

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it makes recommendations to the Supervisory Board, concerning
for example the appropriation of distributable profits and capital
measures. Finally, the Audit Committee approves services pro-
vided to Daimler AG or to companies of the Daimler Group by
the firm of external auditors or its affiliates that are not directly
related to the annual audit.
The Supervisory Board is convinced of the independence of the
members of the Audit Committee representing the shareholders.
The Chairman of the Audit Committee, Dr. h.c. Bernhard Walter,
and a member of the Audit Committee, Dr. Clemens Börsig, have
special expertise and experience in the application of accounting
principles and internal monitoring systems. Therefore, the Super-
visory Board has appointed Dr. h.c. Walter and Dr. Börsig also
as its financial experts, as defined by the Sarbanes-Oxley Act.
The Mediation Committee is composed of the Chairman of the
Supervisory Board and his Deputy, as well as one member of
the Supervisory Board representing the employees and one mem-
ber of the Supervisory Board representing the shareholders,
each elected with a majority of the votes cast. It is formed solely
to perform the functions laid down in Section 31, Subsection 3
of the German Codetermination Act. Accordingly, the Mediation
Committee has the task of making proposals for the appointment
of members of the Board of Management if a previous proposal
did not obtain the legally prescribed majority of votes.
Board of Management. As of December 31, 2009, the Board
of Management of Daimler AG comprised five members. Their
areas of responsibility and curriculum vitae are posted on our
website at www.daimler.com/dai/bom. The members of the Board
of Management and their areas of responsibility are also listed
on pages 8 and 9 of this Annual Report.
The Board of Management has also given itself a set of rules
of procedure, which can be seen on our website at
www.daimler.com/dai/rop. In addition to specifying the respon-
sibilities of its members, they also describe the procedure to
be observed when passing resolutions and the regulations to avoid
conflicts of interest. The tasks of the Board of Management
include, in consultation with the Supervisory Board, setting the
Group’s strategic focus and managing its business. It is also
responsible for preparing the individual and consolidated financial
statements and the interim financial statements, and for
in
stalling and monitoring a risk management system. Matters of
fun
damental or substantial importance require the consent
of the entire Board of Management.
Principles guiding our actions
Integrity Code. The Integrity Code is a set of guidelines for
behavior, which has been in effect since 1999 and was revised
in 2003, defining a binding framework for the actions of all our
employees worldwide. Among other things, the guidelines define
correct behavior in international business and in any cases of
conflicts of interest, questions of equal treatment, proscription
of corruption, the role of internal monitoring systems and the
duty to comply with applicable law as well as other internal and
external regulations. The “Principles of Social Responsibility”
are also a component of the Integrity Code. In those Principles,
Daimler expresses its commitment to internationally recognized
human rights and employee rights. Daimler expects all of its em-
ployees to adhere strictly to the provisions of the Integrity Code.
The full text of the Integrity Code is posted on our website at
www.daimler.com/dai/guidelines.
Code of Ethics. We introduced our Code of Ethics in July 2003.
This code addresses the members of the Board of Management
and persons with special responsibility for the contents of finan-
cial disclosure. The provisions of the code aim to prevent mistakes
by the persons addressed and to promote ethical behavior
as well as the complete, appropriate, accurate, timely and clear
disclosure of information on the Group. The wording of the
Code of Ethics can be seen on our website at
www.daimler.com/dai/guidelines.
Risk management. Daimler has a risk management system com-
mensurate with its position as a company with global operations
(see pages 102 ff). The risk management system is one component
of the overall planning, controlling and reporting process. Its goal
is to enable the company’s management to recognize significant
risks at an early stage and to initiate appropriate countermea-
sures in a timely manner. The Supervisory Board deals with the
risk management system in particular with regard to the approval
of the operational planning. The Audit Committee discusses at
least once a year the effectiveness, functionality and appropriate-
ness of the risk management system with the Board of Manage-
ment and the external auditors. In addition, the Chairman of the
Supervisory Board has regular contacts with the Board of Man-
agement to discuss not only the Group’s strategy and business
development, but also the issue of risk management. The Cor-
porate Audit department monitors adherence to the legal frame-
work and Group standards by means of targeted audits and
initiates appropriate actions as required.