Mercedes 2002 Annual Report Download - page 161

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As explained below with regard to Clause 2.3.4 of the Code,
the company does not intend to broadcast its entire Annual
Meeting on the Internet. Generally, there will therefore be no
need to contact the company’s voting rights representative
during the Annual Meeting. Furthermore, there is a possibility
of technical problems in trying to ensure the availability of
such a representative using the communication media current-
ly available.
2. Clause 2.3.4 (Broadcast of the Annual Meeting) 1
Clause 2.3.4 of the Code states that the company should make
it possible for shareholders to follow the Annual Meeting using
modern communication media (e.g. the Internet).
The Annual Meeting will be broadcast on the Internet until
the end of the Board of Management’s report. To continue the
broadcast after this point, in particular to broadcast the contri-
butions of individual shareholders, could also be construed
as interference in the shareholders’ privacy rights. For this rea-
son the company has decided not to make such a broadcast.
3. Clause 4.2.4
(Compensation of the Board of Management) 1
Clause 4.2.4 states that the compensation paid to members
of the Board of Management should be reported individually in
the Notes to the Consolidated Financial Statements.
The remuneration of the members of the Board of Manage-
ment is reported, broken down into fixed and variable elements
and into components with a long-term incentive effect. This
information is crucial for assessing whether the division of
such remuneration into guaranteed and performance-related
components is appropriate and whether the structure of such
remuneration provides adequate incentives for the Board
of Management. This information will be disclosed for the first
time in 2003 for fiscal 2002. As the Board of Management
operates according to the principle of collective responsibility,
the decisive factor is the incentives provided for the Board
of Management as a whole. In other respects, there is a risk
that listing these figures separately will lead to a leveling
of performance-related and task-related differences in pay.
4. Clause 5.2 (Chairman of the Audit Committee) 1
Clause 5.2 of the Code states that the Chairman of the Super-
visory Board should not chair the Audit Committee.
The Chairman of the Supervisory Board currently chairs the
Audit Committee. To avoid a reallocation of responsibilities
during the current term of office of the Supervisory Board, the
Chairman of the Supervisory Board will continue to chair
the Audit Committee until the new shareholders’ Supervisory
Board representatives are elected in fiscal 2004. Subsequently,
the Supervisory Board will again decide on the matter.
5. Clause 5.4.4 (Election of Supervisory Board members) 1
Clause 5.4.4 of the Code states that the need for change can be
met by structuring the Supervisory Board so that members
can be elected or re-elected at different times and for differing
periods of office.
The company intends to introduce differing terms of office
when the new shareholders’ representatives are elected to
the Supervisory Board in 2004, because to do otherwise would
require intervention in existing appointments.
6. Clause 5.4.5
(Disclosure of Supervisory Board compensation) 1
Clause 5.4.5, para. 3 of the Code states that the compensation
paid to members of the Supervisory Board should be reported
individually in the Notes to the Consolidated Financial
Statements, subdivided according to components. Performance-
related remuneration should also contain components based
on the long-term performance of the enterprise.
This information will be listed separately from fiscal 2004.
In 2004, the new shareholders’ representatives will be
elected to the Supervisory Board. For this reason it seems
appropriate to carry out the separate listing from this point in
time, and until then to present a summarized account for all
members of the Supervisory Board.
Stuttgart, in December 2002
DaimlerChrysler AG
The Board of Management The Supervisory Board
Corporate Governance |155
1 The text in brackets is not part of the compliance declaration.