Mercedes 2015 Annual Report Download - page 181

188 D | CORPORATE GOVERNANCE | CORPORATE GOVERNANCE REPORT
Daimler AG has followed and continues to follow the suggestions
of the Code with just one exception: Deviating from the sug-
gestion in Clause 2.3.3, which stipulates that companies should
enable shareholders to view the Annual Shareholders’ Meeting
with modern communications media such as the Internet, 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, in order to protect the character of the
Annual Shareholders’ Meeting as a meeting attended by our
shareholders in person. An additional factor is that continuing
the broadcast after that point, in particular broadcasting com-
ments made by individual shareholders, could impair the dis-
cussion between shareholders and management, and might
also be construed as an unjustified infringement of share-
holders’ privacy rights. When considering this matter, the inter-
ests of transmission do not automatically take precedence
over shareholders’ privacy rights. This is reflected by the statu-
tory requirement for the entire transmission to have a legal
basis in the Company’s Articles of Incorporation or in the rules
of procedure for the Annual Shareholders’ Meeting.
The principles guiding our conduct
Additional relevant principles of corporate governance that go
beyond the legal requirements but are applied throughout the
Group are our Standards of Business Conduct. They are com-
posed of several documents and policies and are based on the
company values of passion, respect, integrity and discipline.
These standards serve as a frame of reference at Daimler that
helps ensure behavior in conformity with applicable regula-
tions and the principles of integrity.
Integrity Code
The Integrity Code defines the principles of behavior and guide-
lines for everyday conduct at Daimler. This applies to inter-
personal conduct within the company as well as conduct toward
customers and business partners. Fairness, responsibility
and compliance with legislation are key principles in this context.
The Integrity Code is based on a shared understanding of
values, which was developed together with the Daimler employ-
ees. In addition to general principles of behavior, it includes
requirements and regulations concerning the protection of human
rights, dealing with conflicts of interest and preventing all
forms of corruption.
Corporate Governance Report
Good corporate governance is a precondition for and a reflection of the responsible management
of a company. The Board of Management and the Supervisory Board aim to align the Group’s
management and supervision with nationally and internationally recognized standards in order
to secure sustainable value creation and success at the Daimler Group with its strong traditions.
The main principles applied in our corporate
governance
German Corporate Governance Code
The legal framework for the corporate governance of Daimler AG
is provided by German law, in particular the Stock Corporation
Act (AktG), the Codetermination Act (MitbestG) and legislation
concerning capital markets, as well as by the Company’s
Articles of Incorporation. The German Corporate Governance
Code gives recommendations and makes suggestions for
the details of this framework. These recommendations and
suggestions are regularly reviewed by the Government
Commission for the German Corporate Governance Code. In
the reporting year, this review caused the Code to be revised
as of May 5, 2015. This revised description of the Code was
published in the German Federal Gazette on June 12, 2015.
There is no statutory duty to follow the standards contained in
the recommendations and suggestions of the Code. However,
according to the principle of comply or explain, the Board of
Management and the Supervisory Board of Daimler AG are
obliged by Section 161 of the German Stock Corporation Act
(AktG) to make a declaration of compliance with regard to
the recommendations of the German Corporate Governance
Code and to disclose and justify any deviations from the
Code’s recommendations. With the exceptions disclosed and
justified in the declaration of compliance of December 2015,
Daimler AG has followed and continues to follow the recom-
mendations of the German Corporate Governance Code.
The declaration of compliance is printed on E page 187 of this
Annual Report and can also be accessed on our website at
w daimler.com/dai/gcgc. Previous, no longer applicable dec-
larations of compliance from the past five years, and the
current German Corporate Governance Code are also available
there.