Mercedes 2015 Annual Report Download - page 180

D | CORPORATE GOVERNANCE | DECLARATION OF COMPLIANCE 187
Specific objectives for the composition of the Supervisory
Board (Clause 5.4.1 Paragraph 2)
The Supervisory Board has limited its target objective for its
composition regarding the number of independent members of
the Supervisory Board and in consideration of potential con-
flicts of interest to the appointments for the shareholders’ side
in the light of the German Co-Determination Act and due to
the lack of influence on the appointments for the employee side.
Daimler AG is in conformity with the new recommendation for
a limit on the duration of membership in the Supervisory Board
contained in Clause 5.4.1 Paragraph 2 of the new version of
the German Corporate Governance Code, dated May 5, 2015,
since the determination of such a limit with a Supervisory
Board resolution dated December 9, 2015.
Stuttgart, December 2015
For the Supervisory Board For the Board of Management
Dr. Manfred Bischoff Dr. Dieter Zetsche
Chairman Chairman
Declaration by the Board of Management and
Supervisory Board of Daimler AG pursuant
to Section 161 of the German Stock Corporation
Act (AktG) regarding the German Corporate
Governance Code
Daimler AG satisfies the recommendations of the German
Corporate Governance Code published in the official section
of the German Federal Gazette on June 12, 2015 in the Code
version dated May 5, 2015, with the exception of Clause 3.8
Paragraph 3 (D & O insurance deductible for the Supervisory
Board) and one deviation from Clause 5.4.1 Paragraph 2 (Spe-
cific objectives for the composition of the Supervisory Board),
which was declared as a precautionary measure, and will con-
tinue to observe the recommendations with the aforesaid
deviations. Since the issuance of the last compliance declara-
tion in December 2014, Daimler AG has observed the recom-
mendations of the German Corporate Governance Code in the
version dated June 24, 2014, published on September 30,
2014, with the aforementioned exceptions.
D & O insurance deductible for the Supervisory Board
(Clause 3.8, Paragraph 3)
As in previous years, the Directors’ & Officers’ liability insurance
(D & O insurance) also contains a provision for a deductible
for the members of the Supervisory Board, which is appropriate
in the view of Daimler AG. However, this deductible does not
correspond to the legally required deductible for members of
the Board of Management in the amount of at least 10% of
the damage up to at least one and a half of the fixed annual
remuneration. Since the remuneration structure of the
Supervisory Board is limited to fixed remuneration without
performance bonus components, setting a deductible for
Supervisory Board members in the amount of 1.5 times the
fixed annual remuneration would have a disproportionate
economic impact when compared with the members of the
Board of Management, whose compensation consists of
fixed and performance bonus components.