Mercedes 2012 Annual Report Download - page 23

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1 | To Our Shareholders | Report of the Supervisory Board
During the two-day strategy workshop in September, as every
year, the Supervisory Board first of all received information
on the stage of implementation of the strategic goals set
in previous years by the Board of Management for Daimler AG
and the divisions. Against the backdrop of the current eco-
nomic situation, the Supervisory Board discussed the stage
of implementation of projects initiated by the individual
divisions, the positioning of the Group and its divisions with
regard to the competition, and the brand and product strategies.
Other key areas of the strategy workshop were:
– opportunities for further growth in the various markets,
– analyses of competitors,
– marketing strategy, product strategy and price strategy,
– the latest trends in customer behavior, also with regard
to the future development of urban mobility and the use
of modern media and social networks,
– the overall technology and market strategy for safeguarding
sustainable mobility,
– the technological development of internal-combustion
engines, in particular further improvements in CO2
emissions,
– electric, hybrid and hydrogen drive systems,
– the design of Mercedes-Benz cars, connectivity in vehicles,
autonomous driving and digital life at the Group,
– the implementation of flexible production and procurement
networks as well as plant expansion and new sites,
– employment developments, personnel planning and
recruitment worldwide,
– current developments with regard to integrity and
the current situation and future challenges of compliance,
and
– other strategic topics.
In October, the Supervisory Board once again dealt with the
planned sale of 7.5% of the shares of EADS and approved
that sale. In November, the Supervisory Board consented to
an increase in the 2012 refinancing limits for medium-term
and long-term borrowing. Also in November, the Supervisory
Board granted its consent to changes to the shareholder
structure and management structure of EADS.
In the meeting in December 2012, the Supervisory Board
decided to expand the Board of Management and appointed
Hubertus Troska as a member of the Board of Management
of Daimler AG as of December 13, 2012 for a period of three
years in accordance with the regulations on initial appoint-
ments, i.e. until December 31, 2015, with responsibility for the
newly created position of “Greater China”. Along with this
appointment, Troska took over the functions of CEO and Chair-
man of Daimler Northeast Asia as well as responsibility for
all of Daimler’s strategic and operational activities in China.
With the decision to establish a Board of Management position
for the world’s biggest vehicle market, the Supervisory Board
has underscored the strategic importance of China in recognition
of its potential for sustained growth and the continuous
expansion of business activities there.
Also in December, Andreas Renschler was reappointed as
a member of the Board of Management with unchanged
responsibility as of October 1, 2013 for a period of five years,
i.e. until September 30, 2018. Furthermore, the members
of the Supervisory Board representing the shareholders decided
to propose to the Annual Shareholders’ Meeting that Andrea
Jung be elected to the Supervisory Board as of the end of the
Annual Shareholders’ Meeting on April 10, 2013 until the end
of the Annual Shareholders’ Meeting that decides on ratification
of the Board of Management’s actions for 2017. In addition,
the Supervisory Board dealt in detail on the basis of comprehen-
sive documentation with the operational planning for the
years 2013 and 2014. This included discussion of existing oppor-
tunities and risks and of the Group’s risk management.
Subsequently, the Supervisory Board approved the acquisition
of equity interests and was informed about measures taken
under the heading of cyber security to defend the Group against
attacks by hackers and to protect customer data. In this
context, it dealt with questions of data security in particular
against the backdrop of the increasing networking of vehicles.
Other matters discussed in the December meeting were
corporate governance, as described in detail below, and Board
of Management remuneration.
Corporate governance. During the year 2012, the Supervisory
Board was continually occupied with standards of good
cor porate governance. This took place also in consideration
of the fact that the Government Commission German Corporate
Governance Code had decided on some changes for stock-
exchange listed companies in May 2012, after there had been
no changes to the Code in 2011.
An important precondition for effective cooperation in the
Supervisory Board in the sense of good corporate governance,
in addition to the members’ prioritized specialist expertise,
is their diversity to adequately reflect the Group’s size and inter-
nationality in terms of nationality, gender, ethnic origin and
experience. Proposals by the Supervisory Board on candidates
for election representing the shareholders give due consider-
ation to the goals stated by the Supervisory Board in accor-
dance with the German Corporate Governance Code, including
appropriate internationality and the appropriate consideration
of women. With regard to the appropriate consideration of
women, the Supervisory Board focuses on Daimler’s goal of grad-
ually increasing the proportion of women among senior exec-
utives to 20% by the year 2020. The Supervisory Board already
achieved a proportion of 20% female members representing
the shareholders by 2011, which will increase to 30% if the
election proposal for Andrea Jung made by the Supervisory Board
to the Annual Shareholders’ Meeting 2013 is accepted. As
of December 31, 2012, there are no female members of the
Supervisory Board representing the employees. The members
of the Supervisory Board representing the employees are
elected every five years. The next elections to the Supervisory
Board, in which several women are also nominated, are
planned for March 2013.