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Standards of Business Conduct. Additional relevant principles
of corporate governance that go beyond the legal require-
ments, but are applied throughout the Group are our Standards
of Business Conduct. They are composed of several docu-
ments and policies and are based on the company values of
passion, respect, integrity and discipline. Two key elements
of our Standards of Business Conduct are the Integrity Code and
our Business Partner Brochure.
Integrity Code. The Integrity Code came into effect in 2012
and replaced the guidelines that had previously been in effect
since 1999. They define the principles of behavior and guide-
lines for everyday conduct at Daimler, and apply to interpersonal
conduct within the company as well as conduct toward cus-
tomers and business partners. Fairness, responsibility and com-
pliance with legislation are key principles in this context.
In addition to general principles of behavior, the Integrity Code
includes requirements and regulations concerning the pro-
tection of human rights, dealing with conflicts of interest and
preventing all forms of corruption.
The Principles of Social Responsibility also form part of
the Integrity Code. They are binding for the entire Group.
In the Principles of Social Responsibility, Daimler commits
itself to the principles of the UN Global Compact and thus
to internationally recognized human and workers’ rights, such
as the prohibition of child labor and forced labor, as well
as freedom of association and sustainable protection of the
environment. Daimler also commits itself to guaranteeing
equal opportunity and adhering to the principle of “equal pay
for equal work.” The Integrity Code is available on the
Internet at w daimler.com/dai/guidelines.
Business Partner Brochure. In 2012, our brochure appeared
under the heading “Ethical Business – Our Shared Responsibility,”
which shows with reference to the United Nations Global
Compact principles the expectations that Daimler has with
regard to ethical behavior in business. Since then, more
than 63,000 external partners have received the brochure –
for example all suppliers, joint-venture partners, dealers,
and marketing and sponsoring partners. The Business Partner
Brochure is also available on the Internet at w daimler.com/
dai/guidelines.
Corporate Governance Report
At Daimler, good corporate governance goes beyond the mere fulfillment of statutory provisions.
The Board of Management and the Supervisory Board have the goal of aligning the Group’s
management and supervision with nationally and internationally recognized benchmarks of good
and responsible corporate governance, in order to secure the success and sustained value
creation of the Group with its strong traditions.
The main principles applied in our corporate governance
German Corporate Governance Code. The legal framework
for the corporate governance of Daimler AG is provided by
German law, in particular the Stock Corporation Act (AktG), the
Codetermination Act (MitbestG) and legislation concerning
capital markets, as well as the Company’s Articles of Incorpora-
tion. The German Corporate Governance Code gives recom-
mendations and makes suggestions for the details of this frame-
work. There is no statutory duty to follow these standards.
But according to the principle of comply or explain, the Board
of Management and the Supervisory Board of Daimler AG
are obliged by Section 161 of the German Stock Corporation
Act (AktG) to make a declaration of compliance with regard
to the recommendations – not with regard to the suggestions –
of the German Corporate Governance Code and to disclose
and justify any deviations from the Code’s recommendations.
With the exceptions disclosed and justified in the declaration
of compliance of December 2012, Daimler AG has followed
and continues to follow the recommendations of the German
Corporate Governance Code. The Corporate Governance
Code and the declaration of compliance can be accessed on
our website at w daimler.com/dai/gcgc. Previous, no longer
applicable, declarations of compliance from the past five
years are also available there.
Daimler AG has also followed and continues to follow
the suggestions of the German Corporate Governance Code
as amended on May 15, 2012 with just one exception:
Deviating from the suggestions in Clause 2.3.4 of the German
Corporate Governance Code, the Annual Shareholders’
Meeting is not transmitted in its entirety on the Internet, but
only until the end of the report by the Board of Management.
Continuing the broadcast after that point, particularly broad-
casting comments made by individual shareholders, could
be construed as an unjustified infringement of privacy rights.
When considering this matter, the interests of transmission
do not automatically take precedence over shareholders’ privacy
rights. This is reflected by the statutory requirement for the
entire transmission to have a legal basis in the Company’s Articles
of Incorporation or in the rules of procedure for shareholders’
meetings.