Mercedes 2015 Annual Report Download - page 182

D | CORPORATE GOVERNANCE | CORPORATE GOVERNANCE REPORT 189
The members of the Board of Management must represent
the interests of the Company and share responsibility for manag-
ing the Group’s entire business. Irrespective of this overall
responsibility, the individual members of the Board of Manage-
ment manage their allocated areas on their own responsibility
and within the framework of the instructions approved by the
entire Board of Management. Affairs of fundamental or great
importance that affect the areas of responsibility of several Board
of Management members are dealt with by the Board as a
whole, which must approve all related decisions. The Chairman
of the Board of Management coordinates the work of the
Board of Management.
The Board of Management prepares the Group’s interim reports,
the annual company financial statements of Daimler AG, the
annual consolidated financial statements, and the combined
management report of the Company and the Group. It
ensures that the provisions of applicable law, official regula-
tions and the Group’s internal guidelines are adhered to,
and works to make sure that the companies of the Group com-
ply with those rules and regulations. The tasks of the Board
of Management also include establishing and monitoring an
appropriate and efficient risk management system.
For certain types of transaction of fundamental importance as
defined by the Supervisory Board, the Board of Management
requires the consent of the Supervisory Board. At regular inter-
vals, the Board of Management reports to the Supervisory
Board on corporate strategy, corporate planning, profitability,
business development and the situation of the Group, as well
as on the internal control system, the risk management system
and compliance. The Supervisory Board has specified the
information and reporting duties of the Board of Management.
The “Principles of Social Responsibility” also form part of the
Integrity Code. They are binding for the entire Group. In the
Principles of Social Responsibility, Daimler commits itself to
the principles of the UN Global Compact and thus to inter-
nationally recognized human and workers’ rights, such as the
prohibition of child labor and forced labor, as well as freedom
of association and sustainable protection of the environment.
Daimler also commits itself to guaranteeing equal oppor-
tunities and adhering to the principle of “equal pay for equal
work.” The Integrity Code is available on the Internet at
w daimler.com/dai/caag.
Expectations on our business partners
For Daimler, acting with integrity is a basic prerequisite for
trusting cooperation. When selecting our direct business part-
ners, we ensure that they comply with the law and follow
ethical principles. For the expectations we place on our busi-
ness partners, see also w daimler.com/sus/obr.
Composition and mode of operation of the
Board of Management and the Supervisory
Board

D.01
Daimler AG is obliged by the German Stock Corporation Act
(AktG) to apply a dual management system featuring strict
personal and functional separation between the Board of
Management and the Supervisory Board (two-tier board).
Accordingly, the Board of Management manages the company
while the Supervisory Board monitors and advises the Board
of Management. No person may be a member of the two boards
at the same time.
Board of Management
In accordance with the Articles of Incorporation of Daimler AG,
the Board of Management has at least two members. The
precise number of Board of Management members is determined
by the Supervisory Board. The Board of Management had
eight members on December 31, 2015. In accordance with the
German law requiring women and men to be equally repre-
sented in executive positions, the Supervisory Board has defined
a target for the proportion of women on the Board of Manage-
ment as well as a deadline when this target must be met. The
details are described in a separate section: E pages 193 f
Information on the areas of responsibility and curricula vitae
of the Board of Management members are posted on our web-
site at w daimler.com/dai/bom. The members of the Board
of Management and their areas of responsibility are also listed
on E page 46 of this Annual Report. No member of the Board
of Management is a member of more than three supervisory
boards of listed companies outside the Daimler Group or of
similar boards or committees with comparable requirements of
companies outside the Daimler Group. The Board of Manage-
ment manages Daimler AG and the Daimler Group. With the
consent of the Supervisory Board, the Board of Management
determines the Group’s strategic focus, defines the corporate
goals and makes decisions concerning operational planning
issues.
G
overnance structure
Annual Shareholders’ Meeting
Supervisory Board
20 members
D.01
elects members
representing the
shareholders,
ratifies the
actions of
appoints,
advises and
monitors
reports
reportsreports
ratifies
the actions of
Board of Management
8 members