Mercedes 2010 Annual Report Download - page 165

Corporate Governance | Corporate Governance Report | 161
One member representing the shareholders, the Chairman of the
Supervisory Board, is a former member of the Board of Manage-
ment. After stepping down from the Board of Management of
Daimler AG in December 2003, he was elected to the Supervisory
Board following a cooling-off period of more than two years in
April 2006, and was elected as its Chairman following a cooling-
off period of more than three years in April 2007. Three mem-
bers of the Supervisory Board are members of the board of man-
agement of a listed company, but including their positions at
Daimler AG, they do not hold more than three supervisory board
positions outside their own groups at listed companies or in
supervisory boards or committees of companies with compara-
ble requirements.
The rules of procedure of the Supervisory Board specify that can-
didates for election as representatives of the shareholders who
are to hold the position for a full period of office should generally
not be over the age of 68 at the time of the election.
Proposals of candidates for election as members representing
the shareholders of Daimler AG take into consideration, as well as
the requirements of applicable law, the Articles of Incorporation
and the German Corporate Governance Code (HGB), a list of cri-
teria of qualifications and experience. They include market
knowledge in the regions important to Daimler, expertise in the
management of technologies, and experience in certain man-
agement functions. An additional guarantee for productive work in
the Supervisory Board, which should include persons not only
with special competencies but also with an international outlook
and openness for social issues, is the members’ personal individ-
ual diversity with regard to gender, ethnic origin or other personal
characteristics. With proposals of candidates for election as
representatives of the shareholders, the Supervisory Board
therefore considers the overall balance, with regard in particular
to gender but also to other aspects, and sees this as added
value for the Supervisory Board in its entirety. The guideline with
regard to gender balance is the Company’s target of achieving
a proportion of 20% women in executive positions by the year
2020 (of the Supervisory Board members representing the share-
holders at December 31, 2010, 10% are women). With regard
to ensuring sufficient internationality, a proportion of more than
one third of non-German members is deemed to be appropriate
and is currently fulfilled.
The Supervisory Board’s duties include appointing and recalling
the members of the Board of Management, deciding on and
regularly reviewing the system of Board of Management remu-
neration, and determining the individual total remuneration
of the members of the Board of Management.
With due consideration of the Group’s international operations,
the Supervisory Board pays particular attention to the issue of
diversity also in connection with the composition of the Board of
Management, for example with regard to gender, ethnic origin
and other personal characteristics.
The Supervisory Board monitors and advises the Board of Man-
agement in its management of the Company. At regular intervals,
the Supervisory Board receives reports from the Board of Man-
agement on the Group’s strategy, corporate planning, profitability
and business developments. The Supervisory Board has retained
the right of approval for transactions of fundamental importance.
Following discussions with the external auditors and its own
review, the Supervisory Board approves the annual company
financial statements and the annual consolidated financial
statements with due consideration of the external auditors’ audit
reports, as well as the results of the review carried out by the
Audit Committee. The Supervisory Board reports to the Annual
Shareholders’ Meeting on the results of its own review.
The members of the Supervisory Board attend in their own
responsibility such courses of training and further training as
might be necessary for the performance of their tasks and
are supported by the Company in doing so. In addition to courses
already offered, Daimler AG will make appropriate offers to the
members of its Supervisory Board as required also in the future.
The contents of such courses could include the subjects of tech-
nological and economic developments, accounting and financial
reporting, internal control and risk management systems, compli-
ance, new legislation and board of management remuneration.
Governance Structure
Shareholders (Annual Meeting of shareholders)
Election of shareholder representatives
Supervisory Board (10 shareholder and 10 employee representatives),
Nomination Committee, Audit Committee, Presidential Committee, Mediation Committee
Appointments, monitoring, consulting
Board of Management (7 Board members)