Mercedes 2013 Annual Report Download - page 178

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Shareholders and the Annual Shareholders’ Meeting
The Company’s shareholders exercise their membership rights,
in particular their voting rights, at the Shareholders’ Meeting.
Each share in Daimler AG entitles its owner to one vote. There are
no multiple voting rights, preferred stock, or maximum voting
rights. Documents and information relating to the Shareholders’
Meeting can be found on our website at w daimler.com/ir/am.
The Annual Shareholders’ Meeting is generally held within four
months of the end of a financial year. The Company facilitates
the personal exercise of the shareholders’ rights and proxy voting
among other things by appointing proxies who are strictly
bound by the shareholders’ voting instructions and who can be
contacted also during the Annual Shareholders’ Meeting.
Absentee voting is also possible. It is possible to authorize the
Daimler-appointed proxies and give them voting instructions
or to cast absentee votes by using the so-called e-service for
shareholders.
Among other matters, the Annual Shareholders’ Meeting decides
on the appropriation of distributable profits, the ratification
of the actions of the members of the Board of Management and
of the Supervisory Board, the election of the external auditors,
the election of the members of the Supervisory Board represent-
ing the shareholders and the remuneration of the Supervisory
Board. The Annual Meeting also makes other decisions, especially
on amendments to the Articles of Incorporation, capital mea-
sures, and the approval of certain intercompany agreements.
Shareholders can submit countermotions on resolutions pro-
posed by the Board of Management and the Supervisory Board
and, within the provisions of applicable law, can challenge res-
olutions passed by the Shareholders’ Meeting in a court of law.
The influence of the Shareholders’ Meeting on the management
of the Company is limited by law, however. The Shareholders’
Meeting can only make management decisions if it is requested
to do so by the Board of Management.
Deviating from the suggestions in Clause 2.3.4 of the German
Corporate Governance Code, the Annual Shareholders’ Meeting
is not transmitted in its entirety on the Internet, but only until
the end of the report by the Board of Management.
We maintain close contacts with our shareholders in the context
of comprehensive investor relations and public relations. We
regularly and comprehensively inform our shareholders, financial
analysts, shareholder associations, the media and the inter-
ested public about the situation of the Group, and inform them
without delay about any significant changes in its business.
In addition to other methods of communication, we also make
intensive use of the Company’s website. All of the important
information disclosed in 2013, including annual and interim
reports, press releases, voting rights notifications from major
shareholders, presentations and audio recordings of analyst
and investor events and conference calls, and the financial
calendar, can be found at w daimler.com/investors. All the
dates of important disclosures such as annual reports and
interim reports and the date of the Annual Shareholders’ Meeting
are announced in advance in the financial calendar. The finan-
cial calendar can also be seen inside the rear cover of this annual
report. Disclosures are made in English as well as in German.
The Audit Committee deals with the supervision of the
accounting process and the annual external audit, the risk and
compliance management system, and the internal control and
auditing system. At least once a year, it discusses with the Board
of Management the effectiveness and functionality of the risk
management system, the internal control and auditing system
and the compliance management system. It regularly receives
reports on the work of the Internal Auditing department and the
Compliance Organization. At least four times a year, the Audit
Committee receives a report from the Business Practices Office,
which has been established to deal with complaints and infor-
mation about any breaches of guidelines, criminal offences or
dubious accounting, financial reporting or auditing. It regularly
receives information about dealing with these complaints and
information.
The Audit Committee discusses with the Board of Management
the interim reports on the first quarter, first half and first nine
months of the year before they are published. On the basis of the
report of the external auditors, the Audit Committee reviews
the annual company financial statements and the annual con-
solidated financial statements, as well as the management
report of the Company and the Group, and discusses them with
the external auditors. The responsible auditor at KPMG AG
Wirtschaftsprüfungsgesellschaft, the company of auditors com-
missioned to carry out the external audit, is Mr. Mathieu
Meyer. The Audit Committee makes a proposal to the Supervi-
sory Board on the adoption of the annual company financial
statements of Daimler AG, on the approval of the annual con-
solidated financial statements and on the appropriation of
profits. The Committee also makes recommendations for the
proposal on the election of external auditors, assesses those
auditors’ suitability and independence, and, after the external
auditors are elected by the Annual Meeting, it engages them
to conduct the annual audit of the company and consolidated
financial statements and to review the interim reports, negoti-
ates an audit fee, and determines the focus of the annual audit.
The external auditors report to the Audit Committee on all
accounting matters that might be regarded as critical and on any
material weaknesses of the internal control and risk manage-
ment system with regard to accounting.
Finally, the Audit Committee approves services that are not
directly related to the annual audit provided by the firm of
external auditors or its affiliates to Daimler AG or to companies
of the Daimler Group.
Mediation Committee. The Mediation Committee is com-
posed of the Chairman of the Supervisory Board and his Deputy,
as well as one member of the Supervisory Board representing
the employees and one member of the Supervisory Board rep-
resenting 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 Codetermi-
nation Act (MitbestG). Accordingly, the Mediation Committee has
the task of making proposals on the appointment of members
of the Board of Management if in the first vote the majority
required for the appointment of a Board of Management
member of two thirds of the members of the Supervisory Board
is not achieved.