Mercedes 2013 Annual Report Download - page 177

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E | Corporate Governance | Corporate Governance Report
– The Supervisory Board has decided to adjust the general
age limit for its members. It has changed the rules of proce-
dure so that candidates for election as representatives of
the shareholders who are to hold the position for a full period
of office should generally not be over the age of 72 at the
time of the election. This is intended to expand the group
of potential Supervisory Board candidates and also to allow
reelection. None of the members of the Supervisory Board
currently in office who was proposed and elected for a full
period of office exceeded the applicable general age limit
at the time of his or her election.
– With regard to the appropriate consideration of women, on the
basis of the Daimler Group’s objectives, the Supervisory
Board set its own target of having 20% of all the positions
on the Supervisory Board occupied by women. In addition, at
least 30% of the Supervisory Board members representing
the shareholders should be female. These targets have
already been met: With Sari Baldauf, Petraea Heynike and
Andrea Jung, 30% of the members on the shareholders’
side are women. With the members on the employees’ side
newly elected during the reporting period, Dr. Sabine
Maaßen and Elke Tönjes-Werner, the proportion of women
in the entire Supervisory Board is 25%.
The Chairman of the Supervisory Board, Dr. Manfred Bischoff, is
a former member of the Board of Management. After stepping
down from the Board of Management in December 2003, he was
first elected to the Supervisory Board after a cooling-off period
of more than two years in April 2006, and was first elected as the
Chairman of the Supervisory Board after a cooling-off period
of more than three years in April 2007. No member of the Super-
visory Board is a member of the board of management of a
listed company or has a board or advisory function for a signifi-
cant competitor. The members of the Supervisory Board
attend in their own responsibility such courses of training and
further training as might be necessary for the performance
of their tasks and are supported by the Company in doing so.
Daimler AG offers courses of further training to the members
of its Supervisory Board as required. Possible contents of such
courses include subjects of technological and economic
developments, accounting and financial reporting, internal
control and risk management systems, compliance,
new legislation and board of management remuneration.
Composition and mode of operation of the committees
of the Supervisory Board. The Supervisory Board has formed
four committees, which perform to the extent legally permis-
sible the tasks assigned to them in the name of and on behalf of
the entire Supervisory Board: the Presidential Committee,
the Nomination Committee, the Audit Committee and the Media-
tion Committee. The committee chairpersons report to the
entire Supervisory Board on the committees’ work at the latest
in the meeting of the Supervisory Board following each com-
mittee meeting. The Supervisory Board has issued rules of pro-
cedure for each of its committees. Those rules of procedure
can be seen on our website at w daimler.com/dai/rop as well
as information on the current composition of these committees
w daimler.com/dai/sbc, which is also available on E page 21
of this Annual Report.
Presidential Committee. The Presidential Committee is com-
posed of the Chairman of the Supervisory Board, his Deputy
and two other members, who are elected by a majority of the
votes cast on the relevant resolution of the Supervisory Board.
The Presidential Committee makes recommendations to the
Supervisory Board on the appointment of members of the
Board of Management and is responsible for their contractual
affairs. It submits proposals to the Supervisory Board on the
design of the remuneration system for the Board of Management
and on the appropriate individual remuneration of its mem-
bers. In this context, it follows the relevant recommendations
of the German Corporate Governance Code, to the extent that
the Company has not declared a deviation pursuant to Section
161 of the German Stock Corporation Act (AktG). The Presi-
dential Committee decides on the granting of approval for side-
line activities of the members of the Board of Management,
reports to the Supervisory Board regularly and without delay
on consents it has issued, and once a year submits to the
Supervisory Board for its approval a complete list of the side-
line activities of each member of the Board of Management.
In addition, the Presidential Committee decides on questions
of corporate governance, on which it also makes recommenda-
tions to the Supervisory Board. It supports and advises the
Chairman of the Supervisory Board and his Deputy, and pre-
pares the meetings of the Supervisory Board.
Nomination Committee. The Nomination Committee is com-
posed of at least three members, who are elected by a majority
of the votes cast by the members of the Supervisory Board
representing the shareholders. It is the only Supervisory Board
Committee comprised solely of members representing the
shareholders and makes recommendations to the Supervisory
Board concerning persons to be proposed for election as
members of the Supervisory Board representing the shareholders
at the Annual Shareholders’ Meeting. In doing so, the Nomi-
nation Committee takes into consideration the requirements
of the German Corporate Governance Code and the rules of
procedure of the Supervisory Board, as well as the specific goals
that the Supervisory Board has set for its own composition.
Furthermore, it defines the requirements for each specific posi-
tion to be occupied.
Audit Committee. The Audit Committee is composed of four
members, who are elected by a majority of the votes cast on the
relevant resolution of the Supervisory Board. The Chairman
of the Supervisory Board is not simultaneously the Chairman
of the Audit Committee.
Both the Chairman of the Audit Committee, Dr. h. c. Bernhard
Walter, and a member of the Audit Committee, Dr. Clemens
Börsig, are independent members and have expertise in the
field of financial reporting as well as special knowledge
and experience in the application of accounting principles
and internal methods of control.