Mercedes 2015 Annual Report Download - page 184

D | CORPORATE GOVERNANCE | CORPORATE GOVERNANCE REPORT 191
– In order to ensure the independent advice and supervision
of the Board of Management by the Supervisory Board, the
rules of procedure of the Supervisory Board already stipu-
late that more than half of the members of the Supervisory
Board representing the shareholders are to be independent
as defined by the German Corporate Governance Code and
that no person may be a member of the Supervisory Board
who is a member of a board of, or advises, a significant com-
petitor of the Daimler Group. At present, there are no
indications for any of the members of the Supervisory Board
representing the shareholders that relevant relationships
or circumstances exist that would compromise their inde-
pendence. In particular, this is not the case with their rela-
tionships or circumstances vis-a-vis the Company, the Board
of Management or other Supervisory Board members. No
member of the Supervisory Board is a member of a board of,
or advises, a significant competitor.
– The rules of procedure of the Supervisory Board stipulate
that candidates for election as members of the Supervisory
Board who are to hold the position for a full period of office
should generally not be over the age of 72 at the time of their
election. In specifying this age limit, the Supervisory Board
has intentionally refrained from stipulating a strict upper age
limit and instead decided in favor of a flexible general limit
that ensures each individual case is appropriately assessed,
the range of potential Supervisory Board candidates is
sufficiently broad and members can be reelected. After care-
ful consideration, the Supervisory Board took advantage
of its decision-making freedom to nominate Dr. Manfred
Bischoff to be elected for another full term to the Super-
visory Board at the Annual Shareholders’ Meeting in 2016.
This decision was based on a number of factors, including
the very positive assessment of Dr. Bischoff’s dedicated ser-
vice by the other members of the Supervisory Board as
well as his successful and constructively critical cooperation
with the Board of Management and the fact that his nomi-
nation would signalize stability and continuity at Daimler. In
addition, the nomination aims to maintain the different
areas of expertise of the Supervisory Board’s members and
ensure that the body has a balanced age structure. None
of the other members of the Supervisory Board exceeded
the applicable general age limit at the time of his or her
election. This applies to Petraea Heynike as well, who is
also nominated for reelection to the Supervisory Board for
a full term at the Annual Shareholders’ Meeting in 2016.
– In accordance with the new recommendation of the German
Corporate Governance Code as revised on May 5, 2015,
the Supervisory Board decided on December 9, 2015, to
impose a general limit on the length of time a person
can be a member of the Board. As a result, only candidates
who have not yet been members of the Supervisory Board
for three full terms of office at the time of their election should
generally be nominated for membership of the Supervisory
Board for a full term of office. This general length of service
on the Supervisory Board has not been exceeded by
Dr. Manfred Bischoff and Petraea Heynike, are nominated for
reelection at the Annual Shareholders’ Meeting in 2016.
In accordance with another new recommendation of the Code
as revised on May 5, 2015, the Supervisory Board made sure
when it nominated Dr. Manfred Bischoff and Petraea Heynike
for reelection that they will be able to continue to devote the
time required as known to them from their previous mandate
in the Supervisory Board.
The Chairman of the Supervisory Board, Dr. Manfred Bischoff,
is a former member of the Board of Management. After
stepping down from the Board of Management in December
2003, he was first elected to the Supervisory Board after
a cooling-off period of more than two years in April 2006, and
was first elected as the Chairman of the Supervisory Board
after a cooling-off period of more than three years in April 2007.
One member of the Supervisory Board is a member of the
board of management of a listed company. Excluding his mem-
bership of that company’s board of management, he is a
member of no more than three supervisory boards of listed
companies or similar company boards or committees with
comparable requirements, including his membership of the
Supervisory Board of Daimler AG. No member of the Super-
visory Board is a member of a board of, or advises, a significant
competitor. The members of the Supervisory Board attend
on their own responsibility such courses of training and further
training as might be necessary for the performance of their
tasks and are supported by the Company in doing so. Daimler AG
offers courses of further training to the members of its
Supervisory Board as required. Possible contents of such courses
include the subjects technological and economic develop-
ments, accounting and financial reporting, internal control and
risk management systems, compliance, corporate governance,
new legislation and board of management remuneration.
The Supervisory Board monitors and advises the Board of
Management with regard to its management of the Company.
At regular intervals, 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 man-
agement system and compliance. The Supervisory Board has
retained the right of approval for transactions of fundamental
importance. Furthermore, the Supervisory Board has specified
the information and reporting duties of the Board of Manage-
ment to the Supervisory Board, to the Audit Committee and
– between the meetings of the Supervisory Board – to the Chair-
man of the Supervisory Board.
The Supervisory Board’s duties include appointing and recalling
the members of the Board of Management. Initial appoint-
ments are usually made for a period of three years. In connec-
tion with the composition of the Board of Management, the
Supervisory Board pays attention not only to the members’
appropriate specialist qualifications, with due consideration
of the Group’s international operations, but also to diversity.
This applies in particular to age, nationality and other per-
sonal characteristics.