Mercedes 2013 Annual Report Download - page 21

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A | To Our Shareholders | Report of the Supervisory Board
Subsequently, the Supervisory Board dealt intensively with
the major topic of “Mercedes-Benz Cars.” In this context,
the members of the Supervisory Board discussed with the Board
of Management the division’s overall strategy and then
received information on developments and challenges in China
and the United States. The Supervisory Board dealt in detail
also with the sales and marketing strategy of Mercedes-Benz
Cars. Special attention was given to the strategic focus of
the area of research and development, where the Supervisory
Board was informed in particular about current progress with
vehicle platforms and vehicle architecture, as well as measures
to reduce CO2 emissions and increase engine efficiency.
“Daimler Trucks” was another main topic. The Board of Manage-
ment and the Supervisory Board dealt in detail with the divi-
sion’s overall strategy and with the strategic focus and further
growth opportunities in the markets of Asia, Europe and
Latin America.
In the meeting in December 2013, the members of the Super-
visory Board representing the shareholders resolved to
propose to the Annual Shareholders’ Meeting that Dr.-Ing.
Bernd Bohr, Joe Kaeser and Dr. Ing. e.h. Dipl.-Ing. Bernd
Pischetsrieder be elected to the Supervisory Board as of the
end of the Annual Shareholders’ Meeting on April 9, 2014
until the end of the Annual Shareholders’ Meeting that decides
on ratification of the Board of Management’s actions for 2018.
In addition, the Supervisory Board dealt in detail on the basis of
comprehensive documentation with the operational planning
for the years 2014 and 2015. This included discussion of existing
opportunities and risks, as well as the Group’s risk manage-
ment. Subsequently, the Supervisory Board received information
about the insurance business of Daimler Financial Services.
Under the heading of “Employer Branding,” the Supervisory Board
dealt with the activities of Daimler and its subsidiaries as a
preferred employer in the various markets worldwide. The Super-
visory Board then approved a capital increase for the Brazilian
subsidiaries and the internal restructuring of shareholdings in
Mexican and Canadian companies of the Group. Furthermore,
the members representing the shareholders approved the new
conclusion of current domination and profit-and-loss-transfer
agreements. Other topics dealt with in the December meeting
were corporate governance, as detailed below, and Board
of Management remuneration in light of the requirements of
the amended German Corporate Governance Code.
Corporate Governance. During the year 2013, the Supervisory
Board was continually occupied with standards of good cor-
porate governance. This took place also in consideration of the
fact that the Government Commission German Corporate
Governance Code had decided on some changes for stock-
exchange listed companies in May 2013.
In order to ensure that the work of the Supervisory Board is
effective and functions in line with good corporate governance,
on the one hand, its members must have high levels of specialist
expertise. On the other hand, diversity in terms of nationality,
gender, experience and cultural background must reflect the
Group’s size and internationality. Both of these conditions
are fulfilled at Daimler. Proposals by the Supervisory Board on
candidates for election representing the shareholders, for
which the Nomination Committee makes recommendations, give
due consideration to the goals stated by the Supervisory
Board for its composition. This applies not only to the internation-
ality of the members, but also for example to the aspect
of diversity and appropriate participation by women. In this
respect, the Supervisory Board gave its previous goals more
concrete form in its meeting in December. On the basis of the
targets set by the Company, the Supervisory Board resolved
that at least 20% of all members of the Supervisory Board are
to be women. In addition, at least 30% of the members of
the Supervisory Board representing the shareholders are to be
female. These targets have already been met. Since the
Annual Shareholders’ Meeting on April 10, 2013, there have been
three women on the side of the shareholder representatives
and two women on the side of the employee representatives.
The members of the Supervisory Board of Daimler AG are
obliged to disclose conflicts of interest – especially those that
might arise due to an advisory or board function for a customer,
supplier or creditor of Daimler or for other third parties – to
the entire Supervisory Board. There were no indications of any
conflicts of interest in 2013.
In its meeting in December, the Supervisory Board updated and
amended the wording of the rules of procedure of the Super-
visory Board and its committees, and approved the 2013 decla-
ration of compliance with the German Corporate Governance
Code pursuant to Section 161 of the German Stock Corporation
Act (AktG). With the exceptions explained in the declaration,
all the recommendations of the Code have been complied with
and continue to be complied with.
Corporate Governance at Daimler is described in detail in the
Corporate Governance Report on E pages 178 ff and in the
Remuneration Report on E pages 119 ff of this Annual Report.