Mercedes 1998 Annual Report Download - page 118

REPORT OF THE SUPERVISORY BOARD
114
DaimlerChrysler AG was incorporated on May 6, 1998 under
the name Oppenheim Aktiengesellschaft with its corporate
office in Düsseldorf and with a capital stock of DEM 100,000.
Sole stockholder was initially Christopher Freiherr von Oppen-
heim and then Bankhaus Sal. Oppenheim jr. & Cie. KGaA.
Matthias Graf von Krockow (Chairman), Hans-Detlef Bösel and
Helmut Zahn were appointed as members of the first Super-
visory Board of the company. Members of the Board of Manage-
ment were Johannes Josef Maret and Dr. Thomas Sonnenberg.
By a resolution of the Annual General Meeting on June 17,
1998 the name was changed to DaimlerChrysler AG and
the merger of Daimler-Benz Aktiengesellschaft and Chrysler
Corporation was adopted as the object of the company. The
corporation has been entered on the Commercial Register
of the Stuttgart District Court since July 31, 1998.
The decisive steps for the merger in accordance with company
law took place on November 12, 1998. On this day the
capital stock of DaimlerChrysler AG was increased to DEM
4,956,353,515 by contribution of all stock in the Chrysler
Corporation and more than 98% of the stock of Daimler-Benz
Aktiengesellschaft. Daimler-Benz and Chrysler were thereby
united in DaimlerChrysler AG. The share contribution had been
preceded by a public exchange
offer by DaimlerChrysler AG to
the Daimler-Benz stockholders,
by which the stockholders had
been asked to transfer their
stock to the Deutsche Bank
AG, acting as trustees for the
purpose of carrying out the
capital increase. The Chrysler
stock was first transferred to
the Bank of New York by
means of a reversed triangular
merger in accordance with the
law of the State of Delaware,
USA. The Bank of New York then contributed the stock to
DaimlerChrysler AG as an exchange agent. The Supervisory
Board of DaimlerChrysler AG took part in all these measures
in the manner prescribed by law and gave its approval in all
those matters in which it was required to do so.
During the status procedure since November 12, 1998, The
Supervisory Board consisted of Hilmar Kopper, Robert E. Allen,
Sir John Browne, Peter A. Magowan, Robert J. Lanigan,
Dr. Manfred Schneider, G. Richard Thoman, Bernhard Walter,
Lynton R. Wilson, Dr. Mark Wössner, Dr. Martin Kohlhaussen
and Joseph A. Califanio jr. Also with effect from November 12,
1998 Jürgen E. Schrempp and Robert J. Eaton were appointed
Members of the Board of Management of DaimlerChrysler AG.
With the completion of the status procedure and the court-
appointment of the employee representatives on December 15,
1998 the terms of office of Dr. Martin Kohlhaussen and
Joseph A. Califano jr. came to an end. As representatives
REPORT OF THE SUPERVISORY BOARD
of the employees on the Supervisory Board Willi Böhm,
Karl Feuerstein, Manfred Göbels, Erich Klemm, Rudolf Kuda,
Helmut Lense, Herbert Schiller, Peter Schönfelder, Bernhard
Wurl and Stephen P. Yokich were appointed by the court.
The Supervisory Board was constituted in its meeting of
December 16, 1998 and elected Hilmar Kopper as Chairman and
Karl Feuerstein as Vice Chairman. Furthermore, in accordance
with Article 27 Section 3 of the German co-determination act
the Mediating Committee and a Presidential Committee and a
Financial Audit Committee were formed and the members of
the committees were elected. The appointments of November 11,
1998 were annulled and Robert J. Eaton and Jürgen E. Schrempp
were appointed Chairmen of the Board of Management
of DaimlerChrysler AG effective from December 16, 1998 –
Mr. Eaton until November 11, 2001 and Mr. Schrempp until
December 15, 2003.
Manfred Bischoff, Eckhard Cordes, Theodor R. Cunningham,
Thomas C. Gale, Manfred Gentz, James P. Holden, Jürgen
Hubbert, Kurt J. Lauk, Klaus Mangold, Thomas W. Sidlik,
Thomas T. Stallkamp, Heiner Tropitzsch, Gary C. Valade, Klaus-
Dieter Vöhringer and Dieter Zetsche were appointed Members
of the Board of Management with effect from December 16,
1998 for a term of five years – until December 15, 2003.
In this meeting the Supervisory Board concerned itself with
the overall state of the company and amongst other things with
the situation of Adtranz and the measures resulting therefrom.
The financial statements for 1998 of DaimlerChrysler AG,
including the business review report, were audited by the audit
firm, KPMG Deutsche Treuhand-Gesellschaft AG, Berlin and
Frankfurt/Main, and certified without qualification.
This also applies to the consolidated financial statements
according to US GAAP with the exception of the proportionate
method of consolidation applied by DaimlerChrysler AG, which,
however, is expressly permitted by the Securities and Exchange
Commission (SEC). These are drawn up in DM and then con-
verted into euro and supplemented by a consolidated status
report and additional notes in accordance with Article 292a
of the German Commercial Code (§ 292a HGB). In accordance
with §292a HGB the present US GAAP consolidated financial
statements grant exemption from the obligation to draw up
statements under German law.
All financial statements and the appropriation of earnings
proposed by the Board of Management and the auditors’ report
were submitted to the Supervisory Board. They have been
inspected by the Financial Audit Committee and the Super-
visory Board and discussed in the presence of the auditors.
The Supervisory Board has declared itself in agreement with
the result of the auditors’ report and as a result of its own
audit has determined that no objections are to be raised.
In its meeting of March 30, 1999 the Supervisory Board
approved the consolidated financial statements for 1998 and