Mercedes 2015 Annual Report Download - page 187

194 D | CORPORATE GOVERNANCE | CORPORATE GOVERNANCE REPORT
To meet these legal requirements, the Supervisory Board
of Daimler AG passed a resolution on April 28, 2015 that the
target figure for the proportion of women in the Board of
Management of Daimler AG would be 12.5% (the same as the
status quo at the time when the resolution was passed),
while the deadline would be December 31, 2016. Dr. Christine
Hohmann-Dennhardt stepped down from the Board of
Management at the end of December 31, 2015. She was suc-
ceeded on January 1, 2016, by Renata Jungo Brüngger. As
a result, women continue to account for 12.5% of the Board
of Management members.
On June 23, 2015, the Board of Management passed a resolu-
tion stipulating a target of 6.5% women for the first manage-
ment level below the Board of Management of Daimler AG (the
actual proportion was 5.3% at the time of the resolution) and
of 10.0% for the second management level below the Board of
Management (the actual proportion was 9.9% at the time of
the resolution). The Board of Management also set December 31,
2016 as the deadline for both of these targets.
For companies such as Daimler AG that have supervisory
boards in which shareholders and employees are equally repre-
sented, the new law on the equal participation of women and
men in executive positions stipulates a proportion of women
of at least 30% when vacant supervisory board positions are
filled, beginning in 2016. This requirement has to be fulfilled
by the Supervisory Board as a whole. If the side of the Super-
visory Board representing the shareholders or the side repre-
senting the employees objects to the Chairman of the Super-
visory Board about the application of the ratio to the entire
Supervisory Board, the minimum ratio is to apply separately
to the shareholders’ side and to the employees’ side for that
election.
On December 31, 2015, 30% of the shareholder representatives
in the Supervisory Board of Daimler AG were women (Sari
Baldauf, Andrea Jung and Petraea Heynike). On that date, 20%
of the employee representatives on the Supervisory Board
were women (Dr. Sabine Maaßen and Elke Tönjes-Werner). In
its meeting on October 1, 2015, the Supervisory Board con-
sidered its nominations for the election at the Annual Share-
holders’ Meeting 2016 and came to the conclusion that the
shareholders and employees should achieve the legally required
share of women board members separately. This step became
necessary because the shareholder representatives declared
that they object to the Supervisory Board’s combined com-
pliance with the legally required gender ratio. Thereafter, the
Supervisory Board decided to nominate Dr. Manfred Bischoff
and Petraea Heynike for reelection to the Supervisory Board
during the Annual Shareholders’ Meeting 2016. If they are
reelected, the shareholder side will continue to fulfill the legally
required gender ratio. The next election of employee represen-
tatives to the Supervisory Board will take place in 2018.
Shareholders and the Annual Shareholders’
Meeting
The shareholders exercise their membership rights, in parti-
cular their information and voting rights, at the Annual
Shareholders’ Meeting. Each share in Daimler AG entitles
its owner to one vote. There are no multiple voting rights,
preferred stock or maximum voting rights at Daimler AG. Docu-
ments and information relating to the Annual Shareholders’
Meeting can be found on our website at w daimler.com/ir/am.
The Annual Shareholders’ Meeting is generally held within
four months of the end of a financial year. The Company facili-
tates the personal exercise of the shareholders’ rights and
proxy voting in a variety of ways, such as by appointing proxies
who are strictly bound by the shareholders’ voting instructions
and who can be contacted also during the Annual Sharehold-
ers’ Meeting. Absentee voting is also possible. It is possible
to authorize the Daimler-appointed proxies and give them voting
instructions or to cast absentee votes by using the so-called
e-service for shareholders.
Among other matters, the Annual Shareholders’ Meeting
decides on the appropriation of distributable profits, the ratifi-
cation of the actions of the members of the Board of Manage-
ment and of the Supervisory Board, the election of the external
auditors, the election of the members of the Supervisory
Board representing the shareholders and the remuneration of
the Supervisory Board. The Annual Shareholders’ Meeting
also makes other decisions, especially on amendments to the
Articles of Incorporation, capital measures and the approval
of certain intercompany agreements. Shareholders can submit
countermotions on resolutions proposed by the Board of
Management and the Supervisory Board and, within the provi-
sions of applicable law, can challenge resolutions passed by
the Annual Shareholders’ Meeting in a court of law.
The influence of the Annual Shareholders’ Meeting on the
management of the Company is limited by law, however. The
Annual Shareholders’ Meeting can only make management
decisions if it is requested to do so by the Board of Management.
We maintain close contacts with our shareholders in the con-
text of our comprehensive investor relations and public rela-
tions activities. We regularly and comprehensively inform our
shareholders, financial analysts, shareholder associations,
the media and the interested public about the situation of the
Group, and inform them without delay about any significant
changes in its business.
In addition to other methods of communication, we also make
extensive use of the Company’s website. All of the important
information disclosed in 2015, including annual and interim
reports, press releases, voting rights notifications from major
shareholders, presentations, and audio recordings of analyst
and investor events and conference calls, as well as the
financial calendar, can be found at w daimler.com/investors.
All the dates of important disclosures such as annual reports
and interim reports and the dates of the Annual Shareholders’
Meeting, the annual press conference and the analyst confer-
ences are announced in advance in the financial calendar. The
financial calendar is also included in this Annual Report as a
bookmark. Disclosures are made in English as well as in German.