Mercedes 2012 Annual Report Download - page 168

176
In a meeting in early February 2012 attended by the external
auditors, the Audit Committee dealt with the preliminary
figures of the annual company financial statements and the
annual consolidated financial statements, as well as with
the dividend proposal made by the Board of Management.
The preliminary key figures were published at the Annual Press
Conference on February 9, 2012.
At the end of February 2012, also in a meeting attended by
the external auditors, who reported on the results of their audit
and were available to answer supplementary questions and
to provide additional information, the Audit Committee examined
and discussed the annual company financial statements,
the annual consolidated financial statements and the combined
management report for Daimler AG and the Daimler Group
for the year 2011, which had been issued with an unqualified
audit opinion by the external auditors, as well as the proposal
on the appropriation of profits. In preparation, the members
of the Audit Committee were provided with comprehensive
documentation, including the Annual Report with the consolidated
financial statements according to IFRS and the combined
management report for Daimler AG and the Daimler Group,
the corporate governance report and the remuneration report,
the annual financial statements of Daimler AG, the proposal
made by the Board of Management on the appropriation
of profits, the audit reports of KPMG on the annual company
financial statements and the annual consolidated financial
statements according to IFRS of Daimler AG, each including
the combined management report, and the drafts of the
reports of the Supervisory Board and of the Audit Committee.
The audit reports and important issues related to financial
reporting were discussed with the external auditors. In this
context, the Audit Committee of Daimler AG also dealt with
the monitoring of the financial reporting process, the effective-
ness of the internal control system, the risk management
system and the internal auditing system, as well as questions
of compliance. Following an intensive review and discussion,
the Audit Committee recommended that the Supervisory Board
approve the annual financial statements and adopt the
recommendation of the Board of Management to pay a dividend
of €2.20 per share entitled to a dividend.
Dear Shareholders,
On the basis of the allocation of tasks laid down in the Rules
of Procedure for the Supervisory Board and its committees,
the Audit Committee deals primarily with questions of financial
reporting. It also discusses the effectiveness and functional
capabilities of the risk management system, the internal control
system, the internal auditing system and compliance man-
agement. In addition, it deals with the annual audit and reviews
the qualifications and independence of the external auditors.
After receiving the approval of the Annual Shareholders’
Meeting, the Audit Committee engages the external auditors
to conduct the annual audit and the auditors’ review of interim
financial statements, determines the important audit issues
and negotiates the audit fee with the external auditors.
As independent members of the Audit Committee, both the
Chairman of the Audit Committee, Dr. h. c. Bernhard Walter,
and Dr. Clemens Börsig have expertise in the field of financial
reporting, as well as special knowledge and experience in
the application of accounting principles and internal methods
of control.
The six meetings of the Audit Committee in 2012 were
attended by, in addition to the members of the Audit Committee,
the Chairman of the Supervisory Board, the Chairman of the
Board of Management, the members of the Board of Management
responsible for Finance and Controlling and for Integrity and
Legal Affairs, and the external auditors. The heads of specialist
departments and other experts were also present for the
appropriate items of the agenda. In addition, the Chairman of
the Audit Committee held regular individual discussions, for
example with the external auditors, the members of the Board
of Management responsible for Finance and Controlling
and for Integrity and Legal Affairs, the Monitor and the external
compliance advisor of the Audit Committee, and the heads
of Corporate Accounting, Internal Auditing, Group Compliance
and Legal Affairs. The Chairman of the Audit Committee
informed the Audit Committee about the results of those
bilateral discussions in each case at the next available oppor-
tunity. The Chairman of the Audit Committee also informed
the Supervisory Board about the activities of the Committee
and about its meetings and discussions in the following
Supervisory Board meetings.
Report of the Audit Committee