Mercedes 2012 Annual Report Download - page 175

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4 | Corporate Governance | Corporate Governance Report
When making appointments to executive positions at the Group,
the Board of Management gives due consideration to the
issue of diversity, with regard for example to the criteria of age,
internationality and gender. Diversity-management activities
include diversity workshops, the development of internal net-
works, external cooperation with educational facilities, and
membership of selected initiatives. A key area of action is the
targeted promotion of women, by means for example of flexible
working-time arrangements, setting up day nurseries close
to workplaces, and a special mentoring program for women,
The proportion of women in executive positions is currently
12% and is to be increased to 20% by the year 2020.
Supervisory Board. In accordance with the German Codeter-
mination Act (MitbestG), the Supervisory Board of Daimler
AG comprises 20 members. Half of them are elected by the
shareholders at the Annual Meeting. The other half comprises
members who are elected by the Company’s employees
who work in Germany. Information on the individual members
of the Supervisory Board is available on the Internet at
w daimler.com/dai/supervisoryboard and on E pages 24
and 25 of this Annual Report. The members representing
the shareholders and the members representing the employees
are equally obliged by law to act in the Company’s best
interests.
Composition and mode of operation of the Board of
Management, the Supervisory Board and its committees

6.02
Daimler AG is obliged by the German Stock Corporation Act
(AktG) to apply a dual management system featuring strict
separation between the Board of Management and the Super-
visory Board (two-tier board). Accordingly, the Board of
Management manages the company while the Supervisory
Board monitors and advises the Board of Management.
No person may be a member of the two boards at the same time.
Board of Management. As of December 31, 2012, the Board
of Management of Daimler AG comprised eight members.
Information on their areas of responsibility and their curricula
vitae are posted on our website at w daimler.com/dai/bom.
The members of the Board of Management and their areas
of responsibility are also listed on E pages 16 and 17 of this
Annual Report. No member of the Board of Management
is a member of more than three supervisory boards of listed
companies outside the Daimler Group or of similar boards
or committees with comparable requirements of companies
outside the Daimler Group.
The Board of Management manages Daimler AG and the
Daimler Group. With the consent of the Supervisory Board,
the Board of Management determines the Group’s strategic
focus and decides on the corporate goals. The members
of the Board of Management have joint responsibility for man-
aging the Group’s entire business. Irrespective of this overall
responsibility, the individual members of the Board of Manage-
ment manage their allocated areas within the framework
of their instructions in their own responsibility. The Chairman
of the Board of Management coordinates the work of the Board
of Management.
The Board of Management prepares the consolidated interim
reports, the annual company financial statements of Daimler
AG, the annual consolidated financial statements and the
management report of the Company and the Group. It is respon-
sible for adherence to the provisions of applicable law, official
regulations and the Group’s internal guidelines, and works
to secure compliance with those rules and regulations by the
companies of the Group. The tasks of the Board of Manage-
ment also include establishing and monitoring an appropriate
and efficient risk management system.
The Board of Management requires the consent of the Super-
visory Board for certain types of transaction of fundamental
importance. At regular intervals, the Board of Management
reports to the Supervisory Board on corporate strategy,
corporate planning, profitability, business development and the
situation of the Group, as well as on the internal control system,
the risk management system and compliance. The Supervisory
Board has specified the information and reporting duties
of the Board of Management.
The Board of Management has also given itself a set
of rules of procedure, which can be seen on our website
at w daimler.com/dai/rop. Those rules describe
for example the procedure to be observed when passing
resolutions and ways to avoid conflicts of interest.
The Board of Management has not formed any committees.
Governance Structure
Shareholders (Annual Meeting of shareholders)
Election of shareholder representatives to the Supervisory Board
Supervisory Board (10 shareholder and 10 employee representatives),
Nomination Committee, Audit Committee, Presidential Committee,
Mediation Committee
Appointments, monitoring, consulting
Board of Management (8 Board members)
6.02