Mercedes 2002 Annual Report Download - page 157

The Supervisory Board
The Supervisory Board has formed three committees: the
Presidential, the Audit and the Mediation Committee.
The Presidential Committee has particular responsibility for
the contractual affairs of the Board of Management, and
enters into contracts with them. Otherwise, it supports and
advises the Chairman of the Supervisory Board and his
deputies and prepares the meetings of the Supervisory Board.
The Audit Committee deals with questions of accounting
and risk management. It discusses the interim and year-end
financial statements of the DaimlerChrysler Group and of
DaimlerChrysler AG. The Audit Committee makes recommen-
dations concerning the selection of external auditors, and,
after these are elected by the Annual Meeting, commissions
them to conduct the annual audit and determines the main
focus of this audit. The Audit Committee receives reports from
the external auditors on any accounting matters that might
be regarded as critical and on any differences of opinion with
the Board of Management. In addition, it makes recommen-
dations to the Supervisory Board, for example, concerning the
appropriation of net income and capital measures. In the
future the Audit Committee will also approve all non-audit
services that are to be performed by the external auditors.
The Mediation Committee is formed solely to perform the
functions laid down in Section 31, Subsection 3 of the German
Codetermination Act. According to this stipulation, it has
the task of making proposals for the appointment of members
of the Board of Management if a previously proposed appoint-
ment did not obtain the legally required majority of two thirds
of the votes.
The Board of Management
At present, the Board of Management of DaimlerChrysler AG
comprises thirteen members. The rules of procedure define
the areas of responsibility of the entire Board of Management,
its Chairman and the individual members. The areas of
responsibility of the individual Board of Management members
can be found on pages 6 and 7of this Annual Report.
The management structure reflects the global orientation of
the company and its concentration on the automotive business,
while facilitating a strong focus on markets and customers.
The Board of Management of DaimlerChrysler is organized into
five operative divisions (Mercedes Car Group, Chrysler Group,
Commercial Vehicles, Services, Industrial Holdings) and
into seven functional areas, including crossdivisional functions
such as Finance & Controlling, Procurement and Human
Resources.
Corporate Governance |151
Annual Meeting
all shareholders
Supervisory Board
10 shareholder representatives
Board of Management
13 executive members
10 employee representatives
Audit Committee
2 shareholder and 2 employee representatives
Supervisory Board
10 shareholder representatives
Presidential Committee
2 shareholder and 2 employee representatives
10 employee representatives
Mediation Committee
2 shareholder and 2 employee representatives
Committees of the Board of Management, e.g. EAC
Board of Management
13 executive members
(chairman, 5 members of operating divisions,
7 members with functional responsibility)
Chairman’s Council
Chairman of the
Board of Management
and 11 additional members
Board of Management
and 13 additional members
International Advisory Board