Mercedes 2012 Annual Report Download - page 24

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Report on the work of the committees
The Presidential Committee convened four times last year.
It dealt primarily with corporate governance topics and
questions of remuneration, as well as personnel matters of
the Board of Management. As in previous years, compliance
targets constituted part of the individual target agreements
of the members of the Board of Management. For the first
time, further non-financial targets were included as criteria
in the target agreements. For the past financial year, those
criteria were the firm establishment in the Group of the principles
of the UN Global Compact.
The Audit Committee met six times in 2012. Details of those
meetings are provided in a separate report of this committee.
E see pages 176 ff
The Nomination Committee convened twice in 2012. Among
other matters, it prepared recommendations for the Supervisory
Board’s proposals to the Annual Shareholders’ Meeting 2013
on candidates for election. The election proposal gives due
consi deration not only to the defined qualifications for the
specific position, but also to the recommendations of the German
Corporate Governance Code.
As in previous years, the Mediation Committee, a body
required by the provisions of the German Codetermination
Act (MitbestG), had no occasion to take any action in 2012.
The chairmen of the committees informed the members
of the Supervisory Board about the activities of the committees
and their decisions, in each case in the Supervisory Board
meeting following such decisions.
Personnel changes in the Supervisory Board. With effect
as of the end of the Annual Shareholders’ Meeting on April 4,
2012, Dr. Clemens Börsig was reelected as a member of
the Supervisory Board representing the shareholders. Further-
more, in December, the Supervisory Board decided to propose
to the 2013 Annual Shareholders’ Meeting that Andrea Jung
be elected as a member of the Supervisory Board representing
the shareholders with effect as of the end of the Annual Share-
holders’ 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 the year 2017. At the end of
February 2013, the Supervisory Board decided to propose to
the 2013 Annual Shareholders’ Meeting that Sari Baldauf and
Dr. Jürgen Hambrecht be reelected as members of the Super-
visory Board representing the shareholders with effect 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 the
year 2017. The election proposals of the Super visory Board to
the Annual Shareholders’ Meeting were based on recommen-
dations made by the Nomination Committee.
The members of the Supervisory Board of Daimler AG
are obliged to disclose conflicts of interest, especially those
that might arise due to an advisory or board function for
a customer, supplier or creditor of Daimler or for other third
parties, to the entire Supervisory Board. There were no
indications of any conflicts of interest in 2012.
In its meeting in December, due to the new version of the
erman Corporate Governance Code as amended on May 15,
2012, the Supervisory Board discussed in detail and confirmed
the targets on the number of independent representatives
of the shareholders that had already been set in its rules
of procedure before that new version of the Code took effect.
In addition, the Supervisory Board adjusted its targets for
the consideration of potential conflicts of interests in its com-
position, in accordance with the new version of the German
Corporate Governance Code. As it has no influence on the
election of members representing the employees, the Super-
visory Board limited itself to setting targets for the shareholder
side. Furthermore, as mentioned above, the resolution was
passed in this meeting to propose to the Annual Shareholders’
Meeting 2013 that Andrea Jung be elected to the Supervisory
Board. Also in the meeting in December, the Supervisory Board
updated and amended the wording of the rules of procedure
of the Supervisory Board and its committees, and approved the
2012 declaration of compliance with the German Corporate
Governance Code pursuant to Section 161 of the German Stock
Corporation Act (AktG). With the exceptions explained in
the declaration, all the recommendations of the Code have
been complied with and continue to be complied with.
The Supervisory Board arranged for an externally moderated
efficiency review to be carried out during the year 2012,
thus fulfilling the requirement to carry out a regular review
of its efficiency in accordance with its own rules of procedure
and the German Corporate Governance Code. The results
of the efficiency review, which the Supervisory Board dealt
with intensively in its meeting at the end of February 2013,
indicate very good cooperation within the Supervisory Board
and with the Board of Management. There was no indication
of any need for fundamental action or changes. However,
some suggestions were made, which will be put into practice.
Corporate governance at Daimler is described in detail
in the Corporate Governance Report on E
see pages 182 ff
and in the Remuneration Report on E
see pages 119 ff
of this Annual Report.