Mercedes 2010 Annual Report Download - page 22

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In its December meeting, the Supervisory Board updated the
rules of procedure of the Supervisory Board and its committees
and, pursuant to Section 161 of the German Stock Corporation
Act (AktG), approved the 2010 declaration of compliance with the
German Corporate Governance Code as amended on May 26,
2010.
An important precondition for effective cooperation in the Super-
visory Board is not only the prioritized specialist expertise, but
also diversity of the members in terms of their gender, ethnic origin
and other personal characteristics, appropriate to the Company’s
size and internationality. In connection with future proposals on
candidates for election to the Supervisory Board of Daimler AG,
the Supervisory Board will therefore pay due attention to achieving
a balance, in particular with regard to gender and sees this as
a contribution to strengthening Daimler’s claim to leadership in the
automotive industry. A guideline for balance in terms of gender
is the Group’s target of having 20% of top executive positions
occupied by women by the year 2020.
In each Supervisory Board meeting, there was a so-called executive
session, in which the members of the Supervisory Board were
able to discuss topics in the absence of the members of the Board
of Management.
The Supervisory Board arranged for an externally moderated
efficiency review to be carried out during the year 2010, thus
ful
filling the requirement to carry out a regular review of its
efficiency in accordance with its own rules of procedure and the
German Corporate Governance Code.
The members of the Supervisory Board of Daimler AG are obliged
to disclose potential conflicts of interest to the entire Super visory
Board and not to participate in discussing or voting on topics
which could lead to a conflict of interest. There were no indications
of any such potential conflicts of interest in 2010.
The member of the Supervisory Board who stood down as of the
end of the Annual Shareholders’ Meeting on April 14, 2010,
Arnaud Lagardère, was only able to attend fewer than half the
meetings between the beginning of 2010 and his departure,
due to other urgent commitments.
Report on the work of the committees
The Presidential Committee convened three times in 2010.
It dealt primarily with corporate governance issues and questions
of remuneration, as well as personnel matters of the Board of
Management. As in previous years, compliance targets were
included in the individual target agreements of the members
of the Board of Management.
The Audit Committee met seven times in 2010. Details of those
meetings are provided in a separate report of this committee
(see page 150 f).
The Nomination Committee convened once in 2010. In that meet-
ing, it prepared a recommendation for the Supervisory Board’s
proposal on a candidate for election to the Supervisory Board of
Daimler AG representing the shareholders. The proposal was
prepared on the basis of specifications regarding the structure,
orientation and qualification profile of the members of the Super-
visory Board representing the shareholders and with due consid-
eration of corporate governance requirements.
As in previous years, the Mediation Committee, a body required
by the provisions of the German Codetermination Act, had no
occasion to take any action in 2010.
The chairmen of the committees continually informed the members
of the Supervisory Board about the activities of the committees
and their decisions, in each case in the Supervisory Board meeting
following such decisions.
Personnel changes in the Supervisory Board. After the end of
the Annual Shareholders’ Meeting held on April 14, 2010, a mem-
ber representing the shareholders, Arnaud Lagardère, stepped
down from the Supervisory Board of Daimler AG. As proposed
by the Supervisory Board, Dr. Paul Achleitner was elected as
a member of the Supervisory Board representing the share-
holders with effect as of the end of that Annual Shareholders’
Meeting. The election proposal of the Supervisory Board was
based on a recommendation made by the Nomination Committee
of the Supervisory Board and a resolution by the members of
the Supervisory Board representing the shareholders.