Mercedes 2015 Annual Report Download - page 45

A | TO OUR SHAREHOLDERS | REPORT OF THE SUPERVISORY BOARD 51
After that, the Supervisory Board experienced numerous
of the Group’s topics for the future first hand under the heading
of “Objectives and digital transformation.” The heads of
specialist departments used market stalls and exhibits to give
the members of the Supervisory Board and the Board of
Management direct insights into new products and technologies,
such as “Industry 4.0,” “Transport systems of the future from
Mercedes-Benz Vans” and “Communication in the digital world.”
The Supervisory Board was also informed about the preventive
measures taken by the Group in connection with antitrust-law
compliance and about the most important initiatives for the
creation of a future-oriented sales and marketing organization
for Mercedes-Benz Cars. Other items on the agenda were
the development of legislative conditions for the continuous
reduction of CO2 emissions and the ongoing development
of alternative drive systems at Daimler.
Furthermore, the members of the Supervisory Board representing
the shareholders decided on October 1, 2015, on the basis
of recommendations by the members of the Nomination
Committee, to propose to the Annual Shareholders’ Meeting
that Dr. Manfred Bischoff and Petraea Heynike be reelected
to the Supervisory Board with effect as of the end of the Annual
Shareholders’ Meeting held on April 6, 2016 and until the
end of the Annual Shareholders’ Meeting that decides on ratifi-
cation of their actions in the year 2020.
At the beginning of the meeting held in December 2015, the
members of the Supervisory Board were occupied in the context
of a vehicle presentation with new vehicle models, design
studies and future-oriented technologies. Subsequently, the
Supervisory Board dealt with the departure of Dr. Christine
Hohmann-Dennhardt and the appointment of Renata Jungo
Brüngger to the Board of Management. In the further course
of the meeting, the Supervisory Board dealt in detail on the
basis of comprehensive documentation with the operational
planning for the years 2016 and 2017. This included discussion
of existing opportunities and risks as well as the Group’s risk
management. In addition, the Supervisory Board approved
the capital increase for a company of the Group in Brazil
as well as a contribution to the German pension fund assets.
The Supervisory Board was also informed about the planned
expansion of transmission production at an existing Daimler
facility in Romania, and approved that project.
Other topics dealt with in the December meeting were corporate
governance and Board of Management remuneration in light
of the recommendations of the German Corporate Governance
Code. Finally, the Supervisory Board dealt with the probable
main topics of the year 2016. Following the meeting of the
Supervisory Board in December, the members of the Supervisory
Board received information on the current stage of legislative
developments in this field in the context of an optional corporate
governance session.
Corporate governance
During the year 2015, the Supervisory Board was continually
occupied with standards of good corporate governance.
The members of the Supervisory Board of Daimler AG are
obliged to disclose conflicts of interest – especially those that
might arise due to an advisory or board function for a customer,
supplier or creditor of Daimler or for other third parties – to the
entire Supervisory Board. In fulfilment of the relevant recom-
mendations of the German Corporate Governance Code, the
Supervisory Board provides information on any conflicts of
interest that occur and on how they have been dealt with in its
report to the Annual Shareholders’ Meeting. There were no
indications of any actual or potential conflicts of interest in 2015.
The Supervisory Board is convinced that effective work in
the Supervisory Board in terms of good corporate governance
requires two things: On the one hand, its members must
have high levels of specialist expertise. On the other hand,
diversity amongst the members in terms of internationality,
gender, experience and cultural background must reflect the
Group’s size and internationality. Both of these requirements
are fulfilled at Daimler.
For supervisory boards subject to parity codetermination, like
that of Daimler AG, legislation for equal participation by women
and men in executive positions prescribes a binding gender
ratio of at least 30% women to be implemented in the context
of new appointments as of 2016. The ratio is to apply to the
entire supervisory board. If the side of the supervisory board
representing the shareholders or the side representing the
employees objects to the chairman of the supervisory board
about the application of the ratio to the entire supervisory
board, the minimum ratio is to apply separately to the share-
holders’ side and to the employees’ side for that election.
In the Supervisory Board of Daimler AG, the proportion of 30%
women is fulfilled on the shareholder side as of December 31,
2015 by the members Sari Baldauf, Andrea Jung and Petraea
Heynike. On the employee side, the proportion of women as of
that date is 20% with Dr. Sabine Maaßen and Elke Tönjes-
Werner. In its meeting on October 1, 2015, the Supervisory Board
dealt with the specific proposals for candidates for election
to be made at the Annual Shareholders’ Meeting in 2016, and,
against this backdrop, stated that the shareholder side and
employee side should separately achieve the legally prescribed
proportion of women. The members representing the share-
holders stated that they object to the overall fulfilment of the
statutory gender quota. Subsequently, the Supervisory Board
decided to propose the reelection to the Supervisory Board of
Dr. Manfred Bischoff and Petraea Heynike at the Annual
Shareholders’ Meeting in 2016. In the case that they are elected,
the statutory gender ratio will continue to be fulfilled on the
shareholder side. The next election to the Supervisory Board of
members representing the employees will take place in 2018.
The Supervisory Board also recognizes the importance
for the composition of the Supervisory Board of an age limit
and a rule limiting the period of membership.