Mercedes 2013 Annual Report Download - page 174

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Standards of Business Conduct. Additional relevant principles
of corporate governance that go beyond the legal requirements
but are applied throughout the Group are our Standards of
Business Conduct. They are composed of several documents and
policies and are based on the company values of passion,
respect, integrity and discipline. Two key elements of our Stan-
dards of Business Conduct are the “Integrity Code” and our
“Business Partner Brochure.”
Integrity Code. The Integrity Code came into effect in 2012
and replaced the guidelines that had previously been in effect
since 1999. It defines the principles of behavior and guidelines
for everyday conduct at Daimler, and apply to interpersonal
conduct within the company as well as conduct toward cus-
tomers and business partners. Fairness, responsibility and com-
pliance with legislation are key principles in this context.
The Integrity Code is based on a joint understanding of values,
which was developed together with the Daimler employees.
In addition to general principles of behavior, it includes require-
ments and regulations concerning the protection of human
rights, dealing with conflicts of interest and preventing all forms
of corruption.
The “Principles of Social Responsibility” also form part of the
Integrity Code. They are binding for the entire Group. In the
Principles of Social Responsibility, Daimler commits itself to the
principles of the UN Global Compact and thus to internationally
recognized human and workers’ rights, such as the prohibition
of child labor and forced labor, as well as freedom of associa-
tion and sustainable protection of the environment. Daimler also
commits itself to guaranteeing equal opportunities and adhering
to the principle of “equal pay for equal work.” The Integrity Code
is available on the Internet at w daimler.com/dai/guidelines.
Business Partner Brochure. Our brochure under the heading
“Ethical Business. Our Shared Responsibility.” appeared in
2012. It shows with reference to the United Nations Global
Compact principles the expectations that Daimler has with
regard to ethical behavior in business. Since then, more than
63,000 external partners have received the brochure – for
example all suppliers, joint-venture partners, dealers, and mar-
keting and sponsoring partners. The Business Partner Brochure
is also available on the Internet at w daimler.com/dai/iac.
Corporate Governance Report.
Good corporate governance is the foundation for the responsible management of a company.
The Board of Management and the Supervisory Board aim to align the Group’s management
and supervision with nationally and internationally recognized standards, in order to secure the
sustainable success of the Daimler Group with its strong traditions.
The main principles applied in our corporate governance
German Corporate Governance Code. The legal framework
for the corporate governance of Daimler AG is provided by
German law, in particular the Stock Corporation Act (AktG), the
Codetermination Act (MitbestG) and legislation concerning
capital markets, as well as by the Company’s Articles of Incor-
poration. The German Corporate Governance Code gives
recommendations and makes suggestions for the details of this
framework. There is no statutory duty to follow these standards.
But according to the principle of comply or explain, the Board of
Management and the Supervisory Board of Daimler AG are
obliged by Section 161 of the German Stock Corporation Act
(AktG) to make a declaration of compliance with regard to
the recommendations of the German Corporate Governance
Code and to disclose and justify any deviations from the
Code’s recommendations. With the exceptions disclosed and
justified in the declaration of compliance of December 2013,
Daimler AG has followed and continues to follow the recommen-
dations of the German Corporate Governance Code. The
declaration of compliance is printed on E page 177 of this
Annual Report and can be accessed on our website at
w daimler.com/dai/gcgc. Previous, no longer applicable
declarations of compliance from the past five years and
the German Corporate Governance Code are also available there.
Daimler AG has followed and continues to follow the suggestions
of the Code as amended on May 13, 2013 with just one exception:
Deviating from the suggestion 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. Continuing
the broadcast after that point, in particular broadcasting com-
ments made by individual shareholders, could be construed as
an unjustified infringement of privacy rights. When considering
this matter, the interests of transmission do not automatically
take precedence over shareholders’ privacy rights. This is
reflected by the statutory requirement for the entire transmission
to have a legal basis in the Company’s Articles of Incorporation
or in the rules of procedure for shareholders’ meetings.