Mercedes 2013 Annual Report Download - page 175

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E | Corporate Governance | Corporate Governance Report
When making appointments to executive positions at the Group,
the Board of Management gives due consideration to the
issue of diversity, with regard for example to the criteria of age,
internationality and gender. Diversity-management activities
include diversity workshops in the divisions in which current
diversity challenges and ideas are discussed across various
hierarchies, the development of internal networks, external
cooperation with educational facilities, and membership of
selected initiatives. A key area of action is the targeted promotion
of women, by means for example of flexible working-time
arrangements, setting up day nurseries close to workplaces, a
special mentoring program for women and a separate program
for encouraging next-generation female specialists in the fields
of engineering and technology. The proportion of women in
executive positions is currently 13% and is to be increased to
20% by the year 2020.
Supervisory Board. In accordance with the German Codeter-
mination Act (MitbestG), the Supervisory Board of Daimler AG
comprises 20 members. Half of them are elected by the share-
holders at the Annual Meeting. The other half comprises mem-
bers who are elected by the Company’s employees who work
in Germany. Information on the individual members of the Super-
visory Board is available on the Internet at w daimler.com/
dai/supervisoryboard and on E pages 20 and 21 of this Annual
Report. The members representing the shareholders and the
members representing the employees are equally obliged by
law to act in the Company’s best interests.
The Supervisory Board monitors and advises the Board of
Management with regard to its management of the Company.
At regular intervals, the Supervisory Board receives reports
from the Board of Management on the Group’s strategy, corpo-
rate planning, revenue development, profitability, business
development and general situation, as well as on the internal
control system, the risk management system and compliance.
The Supervisory Board has retained the right of approval for trans-
actions of fundamental importance. Furthermore, the Super-
visory Board has specified the information and reporting duties
of the Board of Management to the Supervisory Board, to
the Audit Committee and – between the meetings of the Super-
visory Board – to the Chairman of the Supervisory Board.
Composition and mode of operation of the Board of
Management, the Supervisory Board and its committees

E.01
Daimler AG is obliged by the German Stock Corporation Act
(AktG) to apply a dual management system featuring strict sep-
aration between the Board of Management and the Supervi-
sory Board (two-tier board). Accordingly, the Board of Manage-
ment manages the company while the Supervisory Board
monitors and advises the Board of Management. No person
may be a member of the two boards at the same time.
Board of Management. As of December 31, 2013, the Board
of Management of Daimler AG comprised eight members;
since January 29, 2014, it has had seven members. Information
on their areas of responsibility and their curricula vitae are
posted on our website at w daimler.com/bom. The members
of the Board of Management and their areas of responsibility
are also listed on E pages 12 and 13 of this Annual Report. No
member of the Board of Management is a member of more
than three supervisory boards of listed companies outside the
Daimler Group or of similar boards or committees with com-
parable requirements of companies outside the Daimler Group.
The Board of Management manages Daimler AG and the Daimler
Group. With the consent of the Supervisory Board, the Board of
Management determines the Group’s strategic focus and decides
on the corporate goals. The members of the Board of Man-
agement have joint responsibility for managing the Group’s entire
business. Irrespective of this overall responsibility, the indi-
vidual members of the Board of Management manage their allo-
cated areas within the framework of their instructions in their
own responsibility. The Chairman of the Board of Management
coordinates the work of the Board of Management.
The Board of Management prepares the consolidated interim
reports, the annual company financial statements of Daimler AG,
the annual consolidated financial statements and the man-
agement report of the Company and the Group. It ensures that
the provisions of applicable law, official regulations and the
Group’s internal guidelines are adhered to, and works to make
sure that the companies of the Group comply with those rules
and regulations. The tasks of the Board of Management also
include establishing and monitoring an appropriate and efficient
risk management system.
For certain types of transaction of fundamental importance
defined by the Supervisory Board, the Board of Management
requires the consent of the Supervisory Board. At regular intervals,
the Board of Management reports to the Supervisory Board
on corporate strategy, corporate planning, profitability, business
development and the situation of the Group, as well as on the
internal control system, the risk management system and com-
pliance. The Supervisory Board has specified the information
and reporting duties of the Board of Management.
The Board of Management has also given itself a set of rules of
procedure, which can be seen on our website at w daimler.com/
dai/rop. Those rules describe for example the procedure to be
observed when passing resolutions and ways to avoid conflicts
of interest.
The Board of Management has not formed any committees.
Governance structure
Shareholders (Annual Meeting of shareholders)
Election of shareholder representatives to the Supervisory Board
Supervisory Board (10 shareholder and 10 employee representatives),
Nomination Committee, Audit Committee, Presidential Committee,
Mediation Committee
Appointments, monitoring, consulting
Board of Management
E.01