Mercedes 2015 Annual Report Download - page 46

52 A | TO OUR SHAREHOLDERS | REPORT OF THE SUPERVISORY BOARD
Report on the work of the committees
Presidential Committee
The Presidential Committee convened six times last year. It dealt
primarily with corporate governance topics and questions of
remuneration, as well as with personnel matters of the Board
of Management. As in previous years, compliance targets
constituted part of the individual target agreements of the
members of the Board of Management. Once again, additional
non-financial targets were also included as criteria in the
target agreements. For the past financial year, they were the
further development and permanent establishment of integ-
rity, diversity, the maintenance and enhancement of a high level
of employee satisfaction, and high product quality.
Audit Committee
The Audit Committee met six times in 2015. Details of those
meetings are provided in a separate report of that committee.
E pages 182 ff
Nomination Committee
The members of the Nomination Committee prepared a recom-
mendation for the Supervisory Board’s proposal to the Annual
Shareholders’ Meeting in 2016 on the candidates for election
to the Supervisory Board. The proposal on the reelection of
Dr. Manfred Bischoff and Petraea Heynike take into consideration,
apart from the qualifications defined for each position, the
recommendations of the German Corporate Governance Code.
The Nomination Committee had already announced in 2014
that it would recommend the reelection of Dr. Paul Achleitner
to the Supervisory Board at the Annual Shareholders’ Meeting
in 2015.
Mediation Committee
As in previous years, the Mediation Committee, a body
required by the provisions of the German Codetermination Act
(MitbestG), had no occasion to take any action in 2015.
The chairmen of the committees informed the members of the
Supervisory Board about the activities of the committees and
their decisions, in each case in the Supervisory Board meeting
following those decisions.
Personnel changes in the Supervisory Board
With effect as of January 1, 2015, Michael Bettag was appointed
by the court to the Supervisory Board as a member representing
the employees, after Jürgen Langer had stepped down from
the Supervisory Board as of December 31, 2014.
On April 1, 2015, the Annual Shareholders’ Meeting elected
Dr. Paul Achleitner as a member of the Supervisory Board
representing the shareholders until the end of the Annual Share-
holders’ Meeting that decides on ratification of the actions
for the year 2019. The election proposal made by the Supervisory
Board to the Annual Shareholders’ Meeting was based
on a recommendation made by the Nomination Committee.
On November 4, 2015, Roman Zitzelsberger was appointed
by the court to the Supervisory Board as a member representing
the employees, after Jörg Hofmann had stepped down from
the Supervisory Board as of October 31, 2015.
Therefore, in connection with its decision to propose the
reelection to the Supervisory Board of Dr. Manfred Bischoff
as a member representing the shareholders at the Annual
Shareholders’ Meeting in 2016, the Supervisory Board also
dealt with the age limit for members, which is anchored in the
rules of procedure of the Supervisory Board in fulfilment of
the corresponding recommendation of the German Corporate
Governance Code. Accordingly, candidates are generally to
be proposed for election to the Supervisory Board for a full period
of office only if they are not older than 72 years at the time
of the election.
When it set this age limit, the Supervisory Board deliberately
decided against a strict age limit and in favor of a flexible rule
allowing the required scope for the appropriate assessment
of the circumstances of each individual case. The decision of
the Supervisory Board to propose to the Annual Shareholders’
Meeting the reelection to the Supervisory Board of Dr. Manfred
Bischoff for another full period of office was based, amongst
other things, on the very positive assessment of his service by
the other members, on the successful and constructive-critical
cooperation with the Board of Management, and on giving
a signal of stability and continuity. Furthermore, the election
proposal is intended to maintain the composition of the
Supervisory Board with regard to the various areas of expertise
of its members and to ensure a balanced age structure. All
other members of the Supervisory Board had not yet reached
the age limit at the time of their election. This applies also
to Ms. Heynike, who will also be proposed for reelection at the
Annual Shareholders’ Meeting in 2016.
In its meeting in December, the Supervisory Board updated
the rules of procedure of the Supervisory Board and its commit-
tees and decided on a limitation on the period of office in
the Supervisory Board in line with the new recommendation
of the German Corporate Governance Code of May 5, 2015.
This means that only such candidates are now generally to be
elected to the Supervisory Board for a full period of office that
have not already been members of the Supervisory Board for
three full statutory periods of office at the time of the election.
Also in December, the Supervisory Board approved the 2015
declaration of compliance with the German Corporate
Governance Code pursuant to Section 161 of the German Stock
Corporation Act (AktG). With the exceptions explained in the
declaration, all the recommendations of the Code have been
complied with and continue to be complied with.
Corporate governance at Daimler is described in detail in the
corporate governance report on E pages 188 ff and in the
remuneration report on E pages 122 ff of this Annual Report.