Mercedes 2010 Annual Report Download - page 167

Corporate Governance | Corporate Governance Report | 163
The Audit Committee receives reports from the external auditors
on all accounting matters that might be regarded as critical
and on any material weaknesses of the internal monitoring and
risk management system with regard to accounting. Finally, the
Audit Committee approves services provided by the firm of exter-
nal auditors or its affiliates to Daimler AG or to companies of
the Daimler Group that are not directly related to the annual audit.
The Mediation Committee is composed of the Chairman of the
Supervisory Board and his Deputy, as well as one member of the
Supervisory Board representing the employees and one member
of the Supervisory Board representing the shareholders, each
elected with a majority of the votes cast. It is formed solely to
perform the functions laid down in Section 31 Subsection 3 of
the German Codetermination Act (MitbestG). Accordingly, the
Mediation Committee has the task of making proposals on the
appointment of members of the Board of Management if in
the first vote the majority required for the appointment of a Board
of Management member of two thirds of the members of the
Supervisory Board is not achieved.
Board of Management. As of December 31, 2010, the Board of
Management of Daimler AG comprised six members. Information
on their areas of responsibility and curriculum vitae is posted on
our website at www.daimler.com/dai/bom. The members of the
Board of Management and their areas of responsibility are also
listed on pages 12 and 13 of this Annual Report.
No member of the Board of Management holds more than three
supervisory board positions at other listed companies or in
supervisory boards of companies with comparable requirements.
With the consent of the Supervisory Board, the Board of Manage-
ment sets the Group’s strategic focus. Its members have joint
responsibility for managing the Group’s business.
The Board of Management prepares the consolidated interim
reports, the annual company financial statements of Daimler AG
and the annual consolidated financial statements. It has estab-
lished a risk management system and monitors that system. In
addition, the Board of Management is responsible for adherence
to the provisions of applicable law, official regulations and the
Group’s internal guidelines, and works to secure compliance with
those rules and regulations by the companies of the Group. Fur-
ther information on compliance is summarized in the Compliance
section on pages 158 and 159 of this Annual Report.
The Board of Management requires the consent of the Supervi-
sory Board for certain types of transaction of fundamental impor-
tance. At regular intervals, the Board of Management reports to
the Supervisory Board on corporate strategy, corporate planning,
profitability and business developments, as well as on the inter-
nal control system, the risk management system and compliance
issues. Significant deviations are reported without delay.
When making appointments to executive positions at the Group,
the Board of Management gives due consideration to the issue
of diversity, with regard for example to the criteria of age, gender
and internationality. Diversity-management activities include
diversity workshops, the development of internal networks, exter-
nal cooperation with educational facilities, and membership of
selected initiatives. A key area of action is the targeted promotion
of women. The proportion of women in top executive positions
is to increase from the current 9% to 20% by the year 2020. By
means for example of flexible working-time arrangements, setting
up day-nurseries close to workplaces, and a special mentoring
program for women, Daimler has already succeeded in increasing
the proportion of women in top executive positions continuously
since 2005.
The Board of Management has also given itself a set of rules of
procedure, which can be seen on our website at www.daimler.
com/dai/rop. In addition to specifying the responsibilities of its
members, they also describe the procedure to be observed
when passing resolutions and ways to avoid conflicts of interest.
Information on the remuneration of the Board of Management
including the performance phantom share plan and on the
remuneration of the Supervisory Board is provided on pages
152 ff. of this Annual Report.