Mercedes 2012 Annual Report Download - page 178

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Among other matters, the Annual Shareholders’ Meeting
decides on the appropriation of distributable profits, the ratifi-
cation of the actions of the members of the Board of Manage-
ment and the Supervisory Board, the election of the external
auditors, the election of the members of the Supervisory Board
representing the shareholders and the remuneration of the
Supervisory Board. The Annual Meeting also makes other deci-
sions, especially on amendments to the Articles of Incorpo-
ration, capital measures, and the approval of certain intercom-
pany agreements. Shareholders can submit countermotions
on resolutions proposed by the Board of Management and
the Supervisory Board and can challenge resolutions passed
by the Shareholders’ Meeting in a court of law.
The influence of the Shareholders’ Meeting on the management
of the Company is limited by law, however. The Shareholders’
Meeting can only make management decisions if it is requested
to do so by the Board of Management.
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.
We maintain close contacts with our shareholders in the
context of comprehensive investor relations and public relations.
We regularly and comprehensively inform our shareholders,
financial analysts, shareholder associations, the media and the
interested public about the situation of the Group, and inform
them without delay about any significant changes in its business.
In addition to other methods of communication, we also
make intensive use of the Company’s website. All of the important
information disclosed in 2012, including annual and interim
reports, press releases, voting rights notifications from major
shareholders, presentations and audio recordings of analyst
and investor events and conference calls, and the financial
calendar, can be found at w daimler.com/investors. All the
dates of important disclosures such as annual reports and
interim reports and the date of the Annual Shareholders’ Meet-
ing are announced in advance in the financial calendar.
The financial calendar can also be seen inside the rear cover
of this annual report. Information is published in English
as well as in German.
Shares held by the Board of Management and the
Supervisory Board, directors’ dealings
At December 31, 2012, the members of the Board of Manage-
ment held a total of 0.45 million shares or options of Daimler AG
(0.042% of the shares issued). At the same date, members
of the Supervisory Board held a total of 0.05 million shares
or options of Daimler AG (0.004% of the shares issued).
In 2012, members of the Board of Management and the Super-
visory Board and, pursuant to the provisions of Section 15a
of the German Securities Trading Act (WpHG), persons in a close
relationship with the aforementioned persons, conducted
transactions with shares of Daimler AG or related financial
instruments as listed in the table below.

6.03 Daimler AG
discloses these transactions without delay after receiving
notification of them. Current information is available on our
website at w daimler.com/dai/dd/en.
The Audit Committee discusses with the Board of Management
the interim reports on the first quarter, first half and first
nine months of the year before they are published. On the basis
of the report of the external auditors, the Audit Committee
reviews the annual company financial statements and the annual
consolidated financial statements, as well as the management
report of the Company and the Group, and discusses them
with the external auditors. The responsible auditor at KPMG AG
Wirtschaftsprüfungsgesellschaft, the company of auditors
commissioned to carry out the external audit, is Mr. Mathieu
Meyer. It makes a proposal to the Supervisory Board on the
adoption of the annual company financial statements of Daimler
AG, on the approval of the annual consolidated financial state-
ments and on the appropriation of profits. The Committee also
makes recommendations for the proposal on the election
of external auditors, assesses those auditors’ suitability and
independence, and, after the external auditors are elected
by the Annual Meeting, it commissions them to conduct the
annual audit of the company and consolidated financial state-
ments and to review the interim reports, negotiates an audit
fee, and determines the focus of the annual audit. The external
auditors report to the Audit Committee on all accounting
matters that might be regarded as critical and on any material
weaknesses of the internal monitoring and risk management
system with regard to accounting.
Finally, the Audit Committee approves services that are not
directly related to the annual audit provided by the firm of
external auditors or its affiliates to Daimler AG or to companies
of the Daimler Group.
Mediation Committee. The Mediation Committee is
composed of the Chairman of the Supervisory Board and
his Deputy, as well as one member of the Supervisory Board
representing the employees and one member of the Super-
visory Board representing the shareholders, each elected
with a majority of the votes cast. It is formed solely to perform
the functions laid down in Section 31 Subsection 3 of the
German Codetermination Act (MitbestG). Accordingly, the
Mediation Committee has the task of making proposals
on the appointment of members of the Board of Management
if in the first vote the majority required for the appointment
of a Board of Management member of two thirds of the members
of the Supervisory Board is not achieved.
Shareholders and Annual Shareholders’ Meeting
The Company’s shareholders exercise their membership
rights, in particular their voting rights, at the Shareholders’
Meeting. Each share in Daimler AG entitles its owner to
one vote. There are no multiple voting rights, preferred stock,
or maximum voting rights. Documents and information
relating to the Shareholders’ Meeting can be found on our
website at w daimler.com/ir/am.
The Annual Shareholders’ Meeting is generally held within four
months of the end of a financial year. The Company facilitates
the personal exercise of the shareholders’ rights and proxy voting
among other things by appointing proxies who are strictly
bound by the shareholders’ voting instructions. Absentee voting
is also possible. It is possible to authorize the Daimler-appointed
proxies and give them voting instructions or to cast absentee
votes by using the so-called e-service for shareholders.