Mercedes 2010 Annual Report Download - page 170

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Declaration of Compliance with the
German Corporate Governance Code
Section 161 of the German Stock Corporation Act (AktG)
requires the Board of Management and the Supervisory Board of
a listed stock corporation to declare each year that the recom-
mendations of the „German Corporate Governance Code Govern-
ment Commission“ as published by the Federal Ministry of Jus-
tice in the official section of the electronic Federal Gazette have
been and are being met or, for which reasons which recommen-
dations have not been or are not being applied. Permanent public
access to such declaration must be given on the website of the
Company.
The German Corporate Governance Code (“Code”) contains rules
with varying binding effects. Apart from outlining aspects of
the applicable German Stock Corporation Law, it contains recom-
mendations from which companies are permitted to deviate.
However, if they do so, they must disclose this each year. Accord-
ing to § 161 AktG, deviations from the recommendations of the
Code have to be explained. The Code further contains suggestions
which can be ignored without giving rise to any disclosure require-
ment.
The Board of Management and the Supervisory Board of Daimler
AG have decided to disclose and explain not only deviations from
the Code’s recommendations (see I.) but also – without being
legally obliged to do so – deviations from its suggestions (see II.).
For the period since the last compliance declaration of April
2010 until July 1, 2010, the following declaration refers to the
Code as amended on June 18, 2009. For the corporate gover-
nance practice of Daimler AG since July 2, 2010, this declaration
refers to the requirements of the Code as amended on May 26,
2010, published in the electronic Federal Gazette on July 2, 2010.
The Board of Management and the Supervisory Board of Daimler
AG declare that as a rule both the recommendations and the
suggestions of the „German Corporate Governance Code Govern-
ment Commission“ have been and are being met. The Board of
Management and the Supervisory Board of Daimler AG also intend
to follow the recommendations and suggestions of the German
Corporate Governance Code in the future. The following recom-
mendations and suggestions are the only ones that have not
been and are not being applied:
I. Deviations from the recommendations of the German
Corporate Governance Code
1. Deductible with the D&O insurance for the Supervisory
Board (Code Clause 3.8, Paragraph 3). The Directors’ and
Officers’ Liability insurance (D&O insurance) obtained by Daimler
AG also refers to the members of the Supervisory Board. As no
insurance coverage for intentional acts and omissions and for
breaches of duty knowingly committed is assumed, a deductible
only comes into question in the context of negligent breaches of
duty.
Since the renewed D&O insurance policy as of April 1, 2010 such
deductible for the members of the Supervisory Board is provided
for negligent breach of duty amounting to 50% of the respective
remuneration.
Since the remuneration structure of the Supervisory Board is
limited to a fixed remuneration without success-related compo-
nents the setting of a deductible for members of the Supervisory
Board of one and a half times of the fixed annual remuneration
compared to the members of the Board of Management, whose
remuneration consists of fixed and success-related components,
would lead to a disproportionate economic result. Against this
background the Supervisory Board decided on a deductible for
its members amounting to 50% of the respective remuneration,
which exceeds the legal mandatory deductible for the members
of the Board of Management in relation to the total remuneration.
2. Concrete Objectives for the Composition of the Supervisory
Board (Code Clause 5.4.1, Sentence 2). Over and above the
existing quality objectives the Supervisory Board has decided
on December 9, 2010 on concrete figures for its composition,
under special consideration of an adequate proportional repre-
sentation of women.