Mercedes 2010 Annual Report Download - page 171

Corporate Governance | Declaration of Compliance with the German Corporate Governance Code | 167
3. Compensation of the Supervisory Board (Code Clause
5.4.6, Paragraph 2, Sentence 1). The Supervisory Board
receives adequate compensation that contains fixed and function-
related elements, where applicable, as well as attendance fees.
The Articles of Incorporation provide for a base annual fee for
each Member of the Supervisory Board. This base annual fee
increases according to the respective field of responsibility with
taking over further functions within the Supervisory Board, as
taking a membership or the Chair of Supervisory Board Commit-
tees or the Chair or Deputy Chair of the Supervisory Board. If a
member of the Supervisory Board exercises several of the afore-
mentioned functions, he/she shall be remunerated solely
according to the function with the highest remuneration. We believe
that a function-related compensation system is also more appro-
priate for the oversight role of Supervisory Board members than
performance-related compensation because it eliminates any
potential conflicting interests that might arise from decisions of
the Supervisory Board with possible influence on performance
criteria. Thus the Supervisory Board does not receive performance-
related compensation.
II. Deviations from the suggestions of the German Corporate
Governance Code
1. Broadcast of the Annual Meeting (Code Clause 2.3.4).
The Annual Meeting of Daimler AG is broadcast on the internet
through the end of the Board of Management’s report. Continu-
ing the broadcast after this point, particularly broadcasting
comments made by individual shareholders could be construed
as interfering with privacy rights. The fact that, at the forefront,
transmission of the entire Annual Shareholders Meeting requires
legitimation by the Articles of Incorporation or Rules of Proce-
dure adopted by the Shareholders’ Meeting itself, points out that,
in due consideration, privacy rights of the shareholder are not
per se subordinated to a transmission interest.
For this reason the company will go on not to broadcast the
entire Annual Meeting.
2. Variable compensation of the Supervisory Board relating
to the company’s long-term success (Code Clause 5.4.6
Paragraph 2, Sentence 2). We refer to the comments on I. 3.
with regard to the introduction of performance-related compen-
sation for the members of the Supervisory Board.
Stuttgart, in December 2010
The Supervisory Board The Board of Management