Mercedes 2012 Annual Report Download - page 22

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In March, the Supervisory Board dealt with an agreement
to extend the period of the deferred prosecution agreement with
the Department of Justice of the United States of America.
The extension until December 31, 2012 was approved in order
to allow the period to be adjusted to match the duration of
the monitorship and to ensure the implementation of further
improvements to the compliance system.
Two Supervisory Board meetings were held in April. In the
first of those two meetings, which was held straight after
the Annual Shareholders’ Meeting, in which Dr. Clemens Börsig
was reelected as a member of the Supervisory Board, the
Supervisory Board reelected Dr. Börsig to the Audit Committee
of the Supervisory Board.
In the second meeting held in April 2012, Dr. Wolfgang Bernhard
was reappointed as a member of the Board of Management
with responsibility for Manufacturing and Procurement Mercedes-
Benz Cars & Mercedes-Benz Vans for a further five years
as of March 1, 2013. The Supervisory Board also dealt with the
course of business and results of the first quarter, as well
as with status reports on Daimler Trucks and Daimler Buses,
and received information on the Group’s special activities
for the promotion of integrity. In addition, the Supervisory Board
granted its consent to the reclassification of retained earnings
of Brazilian subsidiaries into equity and approved the execution
of capital changes at Mercedes-Benz Auto Finance Ltd. in
China and Mercedes-Benz Leasing China.
In addition to discussing the business development and results
of the second quarter, in its meeting in July, the Supervisory
Board received information on the subject of generation manage-
ment and the impact of demographic developments on the
age structure of the workforce. Furthermore, the Supervisory
Board dealt with the status of the cooperation between
Daimler and BYD Auto Co. Ltd. in the joint venture BYD Daimler
New Technology Co., Ltd. The Supervisory Board was also
informed about the current development of the joint venture
Beijing Foton Daimler Automotive and the status of the strate-
gic cooperation with BAIC, and approved an increase in
Daimler’s equity interest in Mercedes-Benz (China) Ltd. The
Supervisory Board additionally dealt with a progress report
on EADS and the planned sale of 7.5% of the shares in EADS
to the KfW banking group, and confirmed the continuation
of Daimler’s involvement in Formula 1. In the same meeting,
the Supervisory Board also dealt with the topics for the
upcoming strategy workshop.
Topics discussed at the Supervisory Board meetings in
the year 2012. In a meeting in February 2012, in the presence
of the external auditors, the preliminary key figures of the
annual company and consolidated financial statements for 2011
and the dividend proposal to be made at the 2012 Annual
Shareholders’ Meeting were discussed. The preliminary key
figures for the year 2011 were announced at the Annual
Press Conference on February 9, 2012.
In another meeting held in February 2012, the Supervisory
Board dealt with the annual company financial statements,
the annual consolidated financial statements and the combined
management report for Daimler AG and the Daimler Group,
each of which had been issued with an unqualified audit opinion
by the external auditors, as well as the reports of the Audit
Committee and the Supervisory Board, the corporate governance
report and the remuneration report, and the proposal on the
distribution of distributable profit. In preparation, the members
of the Supervisory Board were provided with comprehensive
documentation, some of it in draft form, including the Annual
Report with the consolidated financial statements according
to IFRS, the combined management report for Daimler AG and
the Daimler Group, the corporate governance report and the
remuneration report, the annual company financial statements
of Daimler AG, the proposal of the Board of Management
on the distribution of distributable profit, and the audit reports
of KPMG for the annual company financial statements and
the consolidated financial statements of Daimler AG, each
including the combined management report, as well as drafts
of the reports of the Supervisory Board and of the Audit
Committee.
The Audit Committee and the Supervisory Board dealt with
those documents in detail and discussed them intensively in
the presence of the responsible external auditors, who reported
on the results of their audit and were available to answer
supplementary questions and to provide additional information.
Following the final results of the review by the Audit Com-
mittee and its own review, the Supervisory Board declared
its agreement with the results of the audit by the external
auditors, determined that no objections were to be raised, and
approved the financial statements and the combined man-
agement report as presented by the Board of Management.
The company financial statements of Daimler AG for the
year 2011 were thereby adopted. The Supervisory Board also
consented to the proposal made by the Board of Management
on the distribution of distributable profit and approved the
report of the Supervisory Board, the corporate governance report
and the remuneration report in their current drafts. Further-
more, the Supervisory Board approved its proposed decisions
on the items of the agenda for the 2012 Annual Shareholders’
Meeting. In addition, the Supervisory Board received informa-
tion on the status of the introduction of a new pension plan
adapted to the capital-market trend and granted its consent
for capital contributions to the German pension plan.
Finally, the Supervisory Board dealt with topics of Board of
Management remuneration and approved the external board
positions and sideline business activities of the members
of the Board of Management as presented in the meeting.