Mercedes 2012 Annual Report Download - page 176

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The Supervisory Board is to be composed so that its members
together dispose of the knowledge, skills, and specialist
experience required for the proper execution of their tasks.
Proposals of candidates for election as members of the
Supervisory Board representing the shareholders of Daimler
AG, for which the Nomination Committee makes recommen-
dations, take not only the requirements of applicable law,
the Articles of Incorporation and the German Corporate Gover-
nance Code into consideration, but also a list of criteria of
qualifications and experience. They include for example market
knowledge in the regions important to Daimler, expertise
in the management of technologies, and experience in certain
management functions. An important condition for productive
work in the Supervisory Board and for being able to properly
supervise and advise the Board of Management is the
members’ personal individual diversity with regard to age,
internationality, gender and other personal characteristics.
With regard to its own composition, the Supervisory Board
has set the following goals, which, while considering the
Group’s specific situation, also consider the international
activities of the Group, potential conflicts of interest, the
number of independent Supervisory Board members, an age
limit to be set, and diversity, and allow for the appropriate
participation of women:
– With regard to ensuring sufficient internationality, for example
by means of many years of international experience, a
proportion of more than one third of non-German members,
that is at least four, is deemed to be an appropriate target.
With Dr. Paul Achleitner, Sari Baldauf, Petraea Heynike,
Gerard Kleisterlee, Lloyd G. Trotter and Lynton R. Wilson,
this target is currently exceeded. The Supervisory Board has
no influence on the appointment of members representing
the employees. Nonetheless, the proportion of Supervisory
Board members with an international background is
currently further increased due to a member representing
the employees, Valter Sanches.
– In order to ensure the independent advice and supervision
of the Board of Management by the Supervisory Board,
the Supervisory Board has stipulated in its rules of procedure
that more than half of the members of the Supervisory
Board representing the shareholders are to be independent
as defined by the German Corporate Governance Code
and that no person may be a member of the Supervisory Board
who is a member of a board of, or advises, a significant
competitor of Daimler AG or its subsidiaries. At present,
all members of the Supervisory Board are to be regarded
as independent. No member of the Supervisory Board
is a member of a board of, or advises, a significant competitor.
– At least half of the members of the Supervisory Board
representing the shareholders should have
– neither an advisory nor a board function for a customer,
supplier, creditor or other third party; nor
– a business or personal relationship to the company
or its boards whose specific details could cause the
occurrence of a conflict of interests.
No potential conflict of interests currently exists for any
member of the Supervisory Board.
The Supervisory Board monitors and advises the Board of
Management with regard to its management of the Company.
At regular intervals, the Supervisory Board receives reports
from the Board of Management on the Group’s strategy, corpo-
rate planning, revenue development, profitability, business
development and general situation, as well as on the internal
control system, the risk management system and compliance.
The Supervisory Board has retained the right of approval for
transactions of fundamental importance. Furthermore, the
Supervisory Board has specified the information and reporting
duties of the Board of Management to the Supervisory Board,
the Audit Committee and – between the meetings of the
Supervisory Board – to the Chairman of the Supervisory Board.
The Supervisory Board’s duties include appointing and
recalling the members of the Board of Management. Initial
appointments are usually made for a period of three years.
In connection with the composition of the Board of Manage-
ment, the Supervisory Board pays attention not only to the
members’ appropriate specialist qualifications, with due consid-
eration of the Group’s international operations, but also
to diversity. This applies in particular to age, nationality, gender
and other personal characteristics. The Supervisory Board
also decides on the system of remuneration for the Board of
Management, reviews it regularly, and determines the individual
remuneration of each member of the Board of Management.
The Supervisory Board has the task of reviewing the annual
company financial statements, the annual consolidated financial
statements and the management report of the Company
and the Group, as well as the proposal for the appropriation
of distributable profits. Following discussions with the external
auditors and taking into consideration the audit reports of
the external auditors and the results of the review by the Audit
Committee, the Supervisory Board states whether, after the
final results of its own review, any objections are to be raised.
If that is not the case, the Supervisory Board approves the
financial statements and the management report. Upon being
approved, the annual company financial statements are
adopted. The Supervisory Board reports to the Annual Share-
holders’ Meeting on the results of its own review and on the
manner and scope of its supervision of the Board of Management
during the previous financial year. The Report of the Super-
visory Board for the year 2012 is available on E pages 18 ff
of this Annual Report and on the Internet at w daimler.com/
investor-relations/reports-and-key-figures/reports.
The Supervisory Board has given itself a set of rules of proce-
dure, which regulate not only its duties and responsibilities
and the personal requirements placed upon its members, but
above all the convening and preparation of its meetings and
the procedure of passing resolutions. The rules of procedure
of the Supervisory Board can be seen on our website at
w daimler.com/dai/rop.
Meetings of the Supervisory Board are regularly prepared
in separate discussions of the members representing the
employees and of the members representing the shareholders
with the members of the Board of Management. Each Super-
visory Board meeting includes a so-called executive session for
discussions of the Supervisory Board in the absence of the
members of the Board of Management.