Mercedes 2013 Annual Report Download - page 176

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The Supervisory Board is to be composed so that its members
together dispose of the knowledge, skills, and specialist expe-
rience that are required for the proper execution of their tasks.
Proposals by the Supervisory Board of candidates for election
by the Shareholders’ Meeting as members representing the share-
holders of Daimler AG, for which the Nomination Committee
makes recommendations, take not only the requirements of
applicable law, the Articles of Incorporation and the German
Corporate Governance Code into consideration, but also a list
of criteria of qualifications and experience. They include for
example market knowledge in the regions important to Daimler,
expertise in the management of technologies and experience
in certain management functions. Other important conditions
for productive work in the Supervisory Board and for being
able to properly supervise and advise the Board of Management
are the members’ personality and integrity as well as individual
diversity with regard to age, internationality, gender and other
personal characteristics.
With regard to its own composition, the Supervisory Board has
set the following goals, which, while considering the Group’s
specific situation, also consider the international activities of the
Group, potential conflicts of interest, the number of indepen-
dent Supervisory Board members, an age limit to be set, and
diversity, and allow for the appropriate participation of women:
– In order to ensure sufficient internationality, for example by
means of many years of international experience, a proportion
of at least 40% of international members representing the
shareholders, and the resulting proportion of the entire Super-
visory Board of at least 20%, is deemed by the Supervisory
Board to be an appropriate target. Irrespective of the many
years of international experience of other members of the
Supervisory Board, this target is already exceeded with Dr. Paul
Achleitner, Sari Baldauf, Petraea Heynike, Andrea Jung,
Gerard Kleisterlee and Lloyd G. Trotter on the shareholders’
side with a proportion of 60% and with Valter Sanches on
the employees’ side with more than one third for the entire
Supervisory Board.
– At least half of the members of the Supervisory Board
representing the shareholders should have
· neither an advisory nor a board function for a customer,
supplier, creditor or other third party nor
· a business or personal relationship to the company or
its boards
whose specific details could cause a conflict of interests.
No potential conflict of interests currently exists for any
member of the Supervisory Board representing the share-
holders.
– In order to ensure the independent advice and supervision of
the Board of Management by the Supervisory Board, the
rules of procedure of the Supervisory Board already stipulate
that more than half of the members of the Supervisory
Board representing the shareholders are to be independent
as defined by the German Corporate Governance Code and
that no person may be a member of the Supervisory Board who
is a member of a board of, or advises, a significant com-
petitor of the Daimler Group. At present, there are no indi-
cations for any of the members of the Supervisory Board
representing the shareholders that relevant relationships or
circumstances exist that would compromise their indepen-
dence. No member of the Supervisory Board is a member of
a board of, or advises, a significant competitor.
The Supervisory Board’s duties include appointing and recalling
the members of the Board of Management. Initial appoint-
ments are usually made for a period of three years. In connection
with the composition of the Board of Management, the Super-
visory Board pays attention not only to the members’ appropriate
specialist qualifications, with due consideration of the Group’s
international operations, but also to diversity. This applies in par-
ticular to age, nationality, gender and other personal char-
acteristics. The Supervisory Board also decides on the system
of remuneration for the Board of Management, reviews it
regularly, and determines the individual remuneration of each
member of the Board of Management with consideration of
the ratio of Board of Management remuneration to the remu-
neration of the senior executives and the workforce as a whole,
also with regard to development over time. For this comparison,
the Supervisory Board has defined the senior executives by
applying Daimler’s internal terminology for the hierarchical levels
and has defined the workforce of Daimler AG in Germany as
the relevant workforce. For the individual Board of Management
remuneration in total and with regard to its variable components,
the Supervisory Board has set upper limits taking effects as of
January 1, 2014. Further information on Board of Management
remuneration can be found in the Remuneration Report of this
Annual Report. E pages 119 ff
The Supervisory Board reviews the annual company financial
statements, the annual consolidated financial statements and
the management report of the Company and the Group, as well
as the proposal for the appropriation of distributable profits.
Following discussions with the external auditors and taking into
consideration the audit reports of the external auditors and
the results of the review by the Audit Committee, the Supervisory
Board states whether, after the final results of its own review,
any objections are to be raised. If that is not the case, the Super-
visory Board approves the financial statements and the
management report. Upon being approved, the annual company
financial statements are adopted. The Supervisory Board
reports to the Annual Shareholders’ Meeting on the results of
its own review and on the manner and scope of its supervision
of the Board of Management during the previous financial year.
The Report of the Supervisory Board for the year 2013 is
available on E pages 14 ff of this Annual Report and on the
Internet at w daimler.com/dai/sbc.
The Supervisory Board has given itself a set of rules of procedure,
which regulate not only its duties and responsibilities and the
personal requirements placed upon its members, but above all
the convening and preparation of its meetings and the proce-
dure of passing resolutions. The rules of procedure of the Super-
visory Board can be seen on our website at w daimler.com/
dai/rop.
Meetings of the Supervisory Board are regularly prepared in
separate discussions of the members representing the employ-
ees and of the members representing the shareholders with
the members of the Board of Management. Each Supervisory
Board meeting includes a so-called executive session for
discussions of the Supervisory Board in the absence of the
members of the Board of Management.