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6 | Corporate Governance | Integrity and Compliance | Declaration of compliance with the German Corporate Governance Code
Specific objectives for the composition of the Supervisory
Board (Clause 5.4.1 para 2 German Corporate Governance
Code in the version of May 15, 2012). In its meeting held
on December 12, 2012, the Supervisory Board elaborated and
confirmed the target objective for the number of independent
shareholder representatives anchored in its Rules of Procedure
prior to the effective date of the German Corporate Gover-
nance Code version of May 15, 2012, published after the amend-
ment of the Code. In this meeting, the Supervisory Board
also differentiated the target objective for consideration of
potential conflicts of interest in its composition in conformity
with the new version of the German Corporate Governance
Code. In the absence of any influence on the appointments
for the employee representatives’ side, the Supervisory Board
limited itself to the corresponding target objectives for the
shareholder representatives.
Performance-based Compensation of Members of the
Supervisory Board (Clause 5.4.6, Paragraph 2, Sentence 1
in the version of May 26, 2010). The members of the
Daimler AG Supervisory Board receive suitable remuneration,
which includes fixed and function-based components, as well
as attendance fees, but does not include any performance-
bonus components. A base annual fee is set for each member,
with corresponding fixed increases for the Chair or Deputy
Chair of the Supervisory Board and in the case of committee
membership, and special consideration to the Chair in the
Audit Committee in accordance with the respective area
of responsibility. In our view, a function-based system of remu-
neration is also more appropriate for the supervisory role of
the Supervisory Board than performance-based remuneration
since it eliminates possible conflicts of interest arising from
decisions of the Supervisory Board that could influence perfor-
mance criteria. Therefore, there is no performance-based
remuneration.
This deviation from the German Corporate Governance Code
no longer applies since the recommendation regarding the
performance-based remuneration of the Supervisory Board
is no longer contained in the new version of the German
Corporate Governance Code of May 15, 2012.
Stuttgart, December 2012
for the Supervisory Board for the Board of Management
Dr. Manfred Bischoff Dr. Dieter Zetsche
Chairman Chairman
Declaration by the Board of Management
and Supervisory Board of Daimler AG pursuant
to Section 161 of the German Stock Corporation
Act (AktG) regarding the German Corporate
Governance Code
The Board of Management and Supervisory Board of Daimler AG
declare that the recommendations of the German Corporate
Governance Code Commission in the Code version dated May
26, 2010, published by the Federal Ministry of Justice in the
official section of the Federal Gazette on July 2, 2010, have been
and are being applied since the last declaration of compliance
issued in December 2011, with the exception of Clause 3.8
paragraph 3 (D & O insurance deductible for the Supervisory
Board) and Clause 5.4.6 paragraph 2 Sentence 1 (Performance-
based compensation of Members of the Supervisory Board).
The recommendations of the German Corporate Governance
Code in the version dated May 15, 2012 have been observed
by Daimler AG since the time of their publication in the official
section of the Federal Gazette, with the exception of a deviation
from Clause 3.8 paragraph 3 (Deductible for D & O Insurance
for the Supervisory Board) and a deviation from Clause 5.4.1
paragraph 2 (Specific objectives for the composition of the
Supervisory Board) which was declared as a precautionary
measure. Daimler AG will continue to observe these recom-
mendations in the future, with the aforementioned deviations.
D&O insurance deductible for the Supervisory Board
(Clause 3.8, Paragraph 3). As in previous years, the Directors’
& Officers’ liability insurance (D & O insurance) also contains
a provision for a deductible for the members of the Supervisory
Board, which is appropriate in the view of Daimler AG. How-
ever, this deductible does not correspond to the legally required
deductible for members of the Board of Management in
the amount of at least 10% of the damage up to at least one
and a half of the fixed annual remuneration. Since the remu-
neration structure of the Supervisory Board is limited to fixed
remuneration without performance bonus components,
setting a deductible for Supervisory Board members in the
amount of 1.5 times the fixed annual remuneration would
have a disproportionate economic impact when compared with
the members of the Board of Management, whose compen-
sation consists of fixed and performance bonus components.