Mercedes 2012 Annual Report Download - page 170

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Also in this meeting, the Audit Committee discussed the report
on the fee paid to the external auditors in the year 2012 for
auditing and non-auditing services, and – subject to the consent-
ing vote of the shareholders in the Annual Shareholders’
Meeting – the proposal on fees to be agreed for the year 2013.
With due consideration of the results of the independence
review, the Audit Committee decided to recommend to the
Supervisory Board, and subsequently to the Annual Shareholders’
Meeting, that KPMG be engaged to conduct the annual audit
and the auditors’ review of interim financial reports. The Audit
Committee based its recommendation also on the very good
results of the quality analysis carried out by the Audit Committee
in May/June 2012 of the external audit in the previous year.
Finally, on the basis of its responsibility, the Audit Committee
dealt with the draft agenda for the 2012 Annual Shareholders’
Meeting and the annual audit plan of the Internal Auditing
department.
As in previous years, the Audit Committee once again
conducted a self-evaluation of its own activities in 2012.
This did not result in any need for action with regard
to the Committee’s tasks, or with regard to the content,
frequency or procedure of its meetings.
Stuttgart, February 2013
The Audit Committee
Dr. h. c. Bernhard Walter
Chairman
In the meeting in July 2012, on the basis of the report by the
Group’s data protection executive, the Audit Committee dealt
with key topics and current developments in the field of data
protection. In its meeting in October 2012, the Audit Committee
was also informed about the main contents of the Monitor’s
follow-up report, including the certification of the compliance
program. In this context, the Audit Committee was once again
convinced of the careful design and thorough implementation
of compliance processes at Daimler. Subsequently, the Audit
Committee was informed about the Group’s ongoing activities
with regard to integrity and about the newly created guidelines
on behavior, the Integrity Code, which sets out the principles
of behavior and guidelines for ethical conduct at Daimler.
In a meeting in early February 2013 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 and with the Board
of Management’s proposal on the appropriation of profits.
The preliminary figures were published at the Annual Press
Conference on February 7, 2013.
In another meeting in February 2013 attended by the external
auditors, who reported on the results of their audit, the Audit
Committee dealt with the annual company financial state-
ments, the annual consolidated financial statements and the
combined management report for Daimler AG and the Daimler
Group for the year 2012, which had been issued with an
unqualified audit opinion by the external auditors, as well as
with the proposal on the appropriation of profits. In prepara-
tion, the members of the Audit Committee and the other
members of the Supervisory Board were provided with compre-
hensive 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 remu-
neration 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 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 with ques-
tions of compliance. This also included the further develop-
ment and required adjustments of Group-wide compliance
structures and activities, which had been decided upon by the
Board of Management. 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
on the payment of a dividend of €2.20 per share entitled
to a dividend. Furthermore, the Audit Committee approved
the Report of the Audit Committee in the current version.