Mercedes 2006 Annual Report Download - page 128

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Corporate Governance Report
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General conditions
DaimlerChrysler is a stock corporation with its domicile in Germany.
The legal framework for corporate governance therefore derives
from German law, particularly the Stock Corporation Act, the
Codetermination Act and legislation concerning capital markets,
as well as from the Memorandum and Articles of Incorporation
of DaimlerChrysler AG.
As our shares are also listed on the New York Stock Exchange
(NYSE), we are obliged to adhere to the capital-market legislation
and the listing requirements applicable in the United States.
We are therefore in favor of the harmonization of international
stock-exchange regulations wherever this is practical.
A description of the differences between DaimlerChrysler’s
corporate governance principles and those applicable to
US companies under NYSE corporate-governance listing standards
can be seen on our website at
www.daimlerchrysler.com/corpgov_e.
DaimlerChrysler’s corporate bodies
Shareholders and the Annual Meeting. The company’s
shareholders exercise their rights and cast their votes at the
Annual Meeting. Each share in DaimlerChrysler AG entitles
its owner to one vote. There are no shares with multiple voting
rights, no preferred or privileged stock, and no maximum
voting rights.
Various important decisions can only be made by the Annual
Meeting. These include the decision on the appropriation of
distributable profits, the ratification of the actions of the members
of the Board of Management and the Supervisory Board, the
election of the independent auditors and the election of members
of the Supervisory Board. The Annual Meeting also makes
decisions on amendments to the Memorandum and Articles of
Incorporation, capital measures, and the approval of certain
intercompany agreements. The influence of the Annual Meeting
on the management of the company is limited by law, however.
The Annual Meeting can only make management decisions if it
is requested to do so by the Board of Management.
Separation of corporate management and supervision.
DaimlerChrysler AG is obliged by the German Stock Corporation
Act to apply a dual management system featuring the strict
separation of the two boards responsible for managing and
for supervising the company (two-tier board). With this system,
the company’s Board of Management is responsible for the
executive functions, while the Supervisory Board monitors the
Board of Management. No person may be a member of
these two boards at the same time.