Mercedes 2010 Annual Report Download - page 20

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In early March 2010, the Supervisory Board dealt with the audited
2009 financial statements of the Company, the 2009 consoli-
dated financial statements, and the combined management report
for Daimler AG and the Daimler Group. As preparation, the
members of the Supervisory Board were provided with compre-
hensive documentation, some of it in draft form, including the
Annual Report, the audit reports from KPMG on the financial
statements of Daimler AG and the consolidated financial state-
ments according to IFRS, the combined management report of
Daimler AG and the Group, as well as drafts of the reports of
the Supervisory Board and of the Audit Committee and the annual
report according to Form 20-F.
The Audit Committee and the Supervisory Board dealt in detail
with those documents and discussed them in the presence of the
auditors, who reported on the results of their audit. The Super-
visory Board declared its agreement with the results of the audit,
established in the framework of its own review that no objections
were to be raised, and approved the financial statements presented
by the Board of Management. The company financial statements
of Daimler AG were thereby adopted. Subsequently, the Supervisory
Board consented to the proposal made by the Board of Manage-
ment that the loss for the year of Daimler AG should be offset by
a withdrawal from the capital reserves and that no dividend
proposal should be made at the Annual Shareholders’ Meeting.
The Supervisory Board also approved the report of the Super-
visory Board in its current draft. Other items dealt with were the
agenda for the Annual Shareholders’ Meeting, including the
proposal of a candidate to be elected as a representative of the
shareholders and the updated version of the declaration of
compliance. Finally, the Supervisory Board approved the external
board positions and sideline business activities of the members
of the Board of Management as presented in the meeting.
In an extraordinary meeting held in March 2010, the Supervisory
Board dealt with the status of cooperation talks with Renault-
Nissan on possible cooperation in the areas of the small-car seg-
ment, electric mobility, vans and light commercial vehicles, and
small engines. Another subject of discussion was the classification
of cooperation opportunities in the corporate and divisional
strategy, including their financial and legal aspects. Furthermore,
a cross-shareholding with Renault-Nissan was discussed with
the goal of supporting these cooperation opportunities. In this
context, the Supervisory Board approved the transfer of treasury
shares equivalent to approximately a 3% equity interest in Daimler
to Renault and/or Nissan in return for an equity interest of
approximately 3% in each of Renault and Nissan. Other terms and
conditions for the cross-shareholding were also decided upon.
Two Supervisory Board meetings were held in April. In the first
of those two meetings, in accordance with a proposal by the
Presidential Committee, the Supervisory Board decided on two
changes to the system of remuneration of the Board of Manage-
ment members, taking effect on January 1, 2011. The total amount
of base salary and annual bonus fundamentally remains
unchanged, but is now split equally between the two components.
Taking into consideration the review of remuneration in December,
this change will have the effect of a neutral shift in target
remuneration from the annual bonus to the fixed salary. As a result,
the target annual bonus has now been reduced from 1.5 times
the base salary to the same amount as the base salary. In addition,
the annual bonus will no longer be paid out after the end of the
financial year in full, but only 50%. The rest is due to be paid out
a year later depending on the development of Daimler’s share
price compared with the index Dow Jones STOXX Automobiles
& Parts, which Daimler AG uses as a benchmark for the relative
development of its own share price. These changes were
reported in the 2010 Annual Shareholders’ Meeting.