Mercedes 2013 Annual Report Download - page 173

177
E | Corporate Governance | Integrity and Compliance | Declaration of compliance with the German Corporate Governance Code
Upper limits for the total monetary remuneration of the
members of the Board of Management and its variable remu-
neration components (Clause 4.2.3 Paragraph 2 sentence 6):
This recommendation was newly included in the Code of
May 13, 2013. The remuneration agreements with the members
of the Board of Management already specified upper limits
for remuneration components at the time, which however did not
yet fully satisfy the requirements of the new recommendation.
With effect from January 01, 2014, the members of the Board of
Management consented to the inclusion of the upper limits
recommended in Clause 4.2.3 Paragraph 2 sentence 6 of the
Code in their current agreements. The modification agree-
ments also contained provisions for upper limits for the annual
bonuses for the financial years 2012 and 2013 that had not yet
come due for payment, as a percentage of basic remuneration.
The percentage limit relative to the assignment value for the
remuneration from the long-term and share-based remuneration
component, referred to as Performance Phantom Share Plan,
was also extended to include dividend equivalents due to be paid
in the future on the tranches that were issued and are still
running as of January 1, 2014. Any further intervention in the
remuneration for previous financial years would no more be
appropriate under the principle of contractual fidelity and in our
understanding of Clause 4.2.3 Paragraph 2 sentence 6 are
also not required.
Stuttgart, December 2013
For the Supervisory Board For the Board of Management
Dr. Manfred Bischoff Dr. Dieter Zetsche
Chairman Chairman
Declaration by the Board of Management and
Supervisory Board of Daimler AG pursuant
to Section 161 of the German Stock Corporation
Act (AktG) regarding the German Corporate
Governance Code.
The Board of Management and the Supervisory Board of
Daimler AG declare that the recommendations of the German
Corporate Governance Code Commission in the Code version
dated May 15, 2012, published by the Federal Ministry of Justice
in the official section of the Federal Gazette, have been and
are being applied since the last declaration of compliance issued
in December 2012, with the exception of Clause 3.8 Para-
graph 3 (D & O insurance deductible for the Supervisory Board)
and one deviation from Clause 5.4.1 Paragraph 2 (concrete
objectives for the composition of the Supervisory Board), which
was declared as a precautionary measure. The recommenda-
tions of the German Corporate Governance Code in the version
dated May 13, 2013 have continued to be observed by Daimler AG
since the time of their publication in the official section of
the Federal Gazette, with the aforementioned exceptions and
the deviation from Clause 4.2.3 Paragraph 2 sentence 6
(upper limits for the remuneration of the members of the Board
of Management and its variable remuneration components)
declared as a precautionary measure. Daimler AG will continue
to observe these recommendations in the future, with the
declared and elaborated deviations.
D & O insurance deductible for the Supervisory Board
(Clause 3.8, Paragraph 3): As in previous years, the Directors‘
& Officers‘ liability insurance (D & O insurance) also contains
a provision for a deductible for the members of the Supervisory
Board, which is appropriate in the view of Daimler AG.
However, this deductible does not correspond to the legally
required deductible for members of the Board of Management
in the amount of at least 10% of the damage up to at least one
and a half of the fixed annual remuneration. Since the remu-
neration structure of the Supervisory Board is limited to fixed
remuneration without performance bonus components,
setting a deductible for Supervisory Board members in the
amount of 1.5 times the fixed annual remuneration would
have a disproportionate economic impact when compared with
the members of the Board of Management, whose compen-
sation consists of fixed and performance bonus components.
Specific objectives for the composition of the Supervisory
Board (Clause 5.4.1 Paragraph 2). The Supervisory Board in
the absence of any influence on the appointments for the
employees’ side, the Supervisory Board has limited its target
objectives for the number of independent members of the
Supervisory Board and consideration of potential conflicts of
interest in its composition to the shareholders’ side.