Mercedes 2012 Annual Report Download - page 177

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4 | Corporate Governance | Corporate Governance Report
– The rules of procedure of the Supervisory Board specify
that candidates for election as representatives of the share-
holders who are to hold the position for a full period of
office should generally not be over the age of 68 at the time
of the election. None of the members of the Supervisory
Board currently in office who was proposed and elected for
a full period of office exceeded this general age limit
at the time of his or her election.
– With regard to the appropriate consideration of women,
the Supervisory Board is guided by the Company’s target of
gradually increasing the proportion of women in executive
positions to 20% by the year 2020. As of December 31, 2012,
two of the members of the Supervisory Board are women:
Sari Baldauf and Petraea Heynike. The proportion of women
representing the shareholders has therefore already reached
20%, and will increase to 30% with Andrea Jung if the elec-
tion proposal to be made by the Supervisory Board to the 2013
Annual Shareholders’ Meeting is accepted.
The Chairman of the Supervisory Board, Dr. Manfred Bischoff,
is a former member of the Board of Management. After
stepping down from the Board of Management in December
2003, he was first elected to the Supervisory Board after
a cooling-off period of more than two years in April 2006, and
was first elected as the Chairman of the Supervisory Board
after a cooling-off period of more than three years in April 2007.
No member of the Supervisory Board is a member of the
board of management of a listed company or has a board or
advisory function for a significant competitor. The members
of the Supervisory Board attend in their own responsibility
such courses of training and further training as might be neces-
sary for the performance of their tasks and are supported
by the Company in doing so. Daimler AG offers courses of further
training to the members of its Supervisory Board as required.
Possible contents of such courses include subjects of techno-
logical and economic developments, accounting and financial
reporting, internal control and risk management systems,
compliance, new legislation and board of management remu-
neration.
Composition and mode of operation of the committees
of the Supervisory Board. The Supervisory Board has formed
four committees, which perform to the extent legally permis-
sible the tasks assigned to them in the name of and on behalf
of the entire Supervisory Board: the Presidential Committee,
the Nomination Committee, the Audit Committee and the Media-
tion Committee. The committee chairpersons report to the
entire Supervisory Board on the committees’ work at the latest
in the meeting of the Supervisory Board following each com-
mittee meeting. The Supervisory Board has issued rules of
procedure for each of its committees. These rules of procedure
can be seen on our website at w daimler.com/dai/rop,
as well as information on the current composition of these
committees w daimler.com/dai/sbc, which is also available
on E page 25 of this Annual Report.
Presidential Committee. The Presidential Committee is
composed of the Chairman of the Supervisory Board, his Deputy
and two other members, who are elected by a majority of the
votes cast on the relevant resolution of the Supervisory Board.
The Presidential Committee makes recommendations to the
Supervisory Board on the appointment of members of the
Board of Management and is responsible for their contractual
affairs. It submits proposals to the Supervisory Board on
the design of the remuneration system for the Board of Manage-
ment and on the appropriate individual remuneration of its
members, reports to the Supervisory Board regularly and with-
out delay on consents it has issued, and once a year submits
to the Supervisory Board for its approval a complete list of the
sideline activities of each member of the Board of Management.
In addition, the Presidential Committee decides on questions
of corporate governance, on which it also makes recommenda-
tions to the Supervisory Board. It supports and advises the
Chairman of the Supervisory Board and his Deputy, and prepares
the meetings of the Supervisory Board.
Nomination Committee. The Nomination Committee is com-
posed of at least three members, who are elected by a majority
of the votes cast by the members of the Supervisory Board
representing the shareholders. It is the only Supervisory Board
Committee comprised solely of members representing the
shareholders. It makes recommendations to the Supervisory
Board concerning persons to be proposed for election as
members of the Supervisory Board representing the shareholders
at the Annual Shareholders’ Meeting. In doing so, the Nom-
ination Committee takes into consideration the requirements
of the German Corporate Governance Code and the rules
of procedure of the Supervisory Board, as well as the specific
goals that the Supervisory Board has set for its own compo-
sition. Furthermore, it defines the requirements for each specific
position to be occupied.
Audit Committee. The Audit Committee is composed of four
members, who are elected by a majority of the votes cast on
the relevant resolution of the Supervisory Board. The Chairman
of the Supervisory Board is not simultaneously the Chairman
of the Audit Committee.
Both the Chairman of the Audit Committee, Dr. h. c. Bernhard
Walter, and Dr. Clemens Börsig have expertise in the field
of financial reporting, as well as special knowledge and experi-
ence in the application of accounting principles and internal
methods of control.
The Audit Committee deals with the supervision of the accounting
process, risk management, the effectiveness of the internal
control system and of the internal auditing system, the annual
external audit and compliance. At least once a year, it dis-
cusses with the Board of Management and the external auditors
the effectiveness, functionality and appropriateness of the
internal monitoring systems and the risk management system.
Also at least once a year, it discusses with the Board of Man-
agement the effectiveness and appropriateness of the internal
auditing system and compliance management. Furthermore,
it regularly receives reports on the work of the Internal Auditing
department and the compliance organization. At least four
times a year, the Audit Committee receives a report from the
Business Practices Office, which has been established to deal
with complaints and information about any breaches of
guidelines, criminal offences or dubious accounting, financial
reporting or auditing. It regularly receives information about
dealing with these complaints and information.