Mercedes 2015 Annual Report Download - page 185

192 D | CORPORATE GOVERNANCE | CORPORATE GOVERNANCE REPORT
Composition and mode of operation of
the committees of the Supervisory Board
The Supervisory Board has formed four committees, which
perform to the extent legally permissible the tasks assigned to
them in the name of and on behalf of the entire Supervisory
Board: the Presidential Committee, the Nomination Committee,
the Audit Committee and the Mediation Committee. The
committee chairpersons report to the entire Supervisory Board
on the committees’ work at the latest in the meeting of the
Supervisory Board following each committee meeting. The Super-
visory Board has issued rules of procedure for each of its
committees. These rules of procedure can be viewed on our
website at w daimler.com/dai/rop. Information on the
current composition of these committees can be viewed at
w daimler.com/dai/sbc and is also available on E page 55
of this Annual Report.
Presidential Committee
The Presidential Committee is composed of the Chairman of
the Supervisory Board, his Deputy and two other members,
who are elected by a majority of the votes cast on the relevant
resolution of the Supervisory Board.
The Presidential Committee makes recommendations to the
Supervisory Board on the appointment of members of
the Board of Management, whereby it especially takes into
account the requirements of the position to be filled as
well as the Supervisory Board’s target for the proportion of
women in the Board of Management. It submits proposals
to the Supervisory Board on the design of the remuneration
system for the Board of Management and on the appropriate
total individual remuneration of its members. In this context,
it follows the relevant recommendations of the German
Corporate Governance Code. The Presidential Committee is
also responsible for the Board of Management members’
contractual affairs. In addition, it decides on the granting of
approval for sideline activities of the members of the Board
of Management, reports to the Supervisory Board regularly
and without delay on consents it has issued and once a
year submits to the Supervisory Board for its approval a com-
plete list of the sideline activities of each member of the
Board of Management.
In addition, the Presidential Committee decides on questions
of corporate governance, on which it also makes recommenda-
tions to the Supervisory Board. It supports and advises the
Chairman of the Supervisory Board and his Deputy, and pre-
pares the meetings of the Supervisory Board within the
limits of its responsibilities.
In accordance with German law requiring women and men to
be equally represented in executive positions, the Supervisory
Board has defined a target for the proportion of women in
the Board of Management as well as a deadline when this target
must be met. The details are described in a separate section.
The Supervisory Board also decides on the system of remuner-
ation for the Board of Management, reviews it regularly and
determines the individual remuneration of each member of the
Board of Management with consideration of the ratio of Board
of Management remuneration to the remuneration of the senior
executives and the workforce as a whole, also with regard to
development over time. For this comparison, the Supervisory
Board has defined the senior executives by applying Daimler’s
internal terminology for the hierarchical levels and has defined
the workforce of Daimler AG in Germany as the relevant work-
force. For the individual Board of Management remuneration in
total and with regard to its variable components, the Super-
visory Board has set upper limits taking effect as of January 1,
2014. Further information on Board of Management remunera-
tion can be found in the Remuneration Report of this Annual
Report E pages 122 ff
The Supervisory Board reviews the annual company financial
statements, the annual consolidated financial statements and
the combined management report of the Company and the
Group, as well as the proposal for the appropriation of distri-
butable profits. Following discussions with the external
auditors and taking into consideration the audit reports of the
external auditors and the results of the review by the Audit
Committee, the Supervisory Board states whether, after the
final results of its own review, any objections are to be raised.
If that is not the case, the Supervisory Board approves the
financial statements and the combined management report.
Upon being approved, the annual company financial statements
are adopted. The Supervisory Board reports to the Annual
Shareholders’ Meeting on the results of its own review and on
the manner and scope of its supervision of the Board of
Management during the previous financial year. The Report
of the Supervisory Board for the year 2015 is available on
E pages 48 ff of this Annual Report and on the Internet at
w daimler.com/dai/supervisoryboard.
The Supervisory Board has given itself a set of rules of proce-
dure, which regulate not only its duties and responsibilities
and the personal requirements placed upon its members, but
above all the convening and preparation of its meetings and
the procedure of passing resolutions. The rules of procedure
of the Supervisory Board can be viewed on our website at
w daimler.com/dai/rop.
Meetings of the Supervisory Board are regularly prepared in
separate discussions of the members representing the employ-
ees and of the members representing the shareholders with
the members of the Board of Management. Each Supervisory
Board meeting includes an executive session for discussions
of the Supervisory Board in the absence of the members of the
Board of Management. The Supervisory Board members can
also take part in the meetings by means of conference calls or
video conferences. However, this is generally not the case.