Good Corporate Governance forms the basis for responsible corporate management. The Board of Management and the Supervisory Board endeavor to guide corporate management and to provide corporate supervision in conformity with nationally and internationally recognized standards of good and responsible corporate governance with a view to ensuring the long-term success and sustained value added of our tradition-rich Company.
In addition to the declaration to § 289a HGB on the status report for the 2013 financial year provided below, information about Corporate Governance at Daimler AG is also provided in the Corporate Governance Report on pages 178 ff of the 2013 Annual Report. Since February 21, 2013, the Annual Report and the Declaration on the status report are available on the Internet under www.daimler.com/investor-relations/reports-and-key-figures/reports
. The disclosures pursuant to § 289a HGB are not included in the annual audit in accordance with the provisions of § 317 (2) Sentence 3 HGB.
Declaration of the Board of Management and the Supervisory Board of Daimler AG pursuant to § 161 AktG on the German Corporate Governance Code
Since the submission of the last Compliance Declaration in December 2012, Daimler AG has observed the recommendations of the “Government Commission for the German Corporate Governance Code“ in the version of May 15, 2012, as published by the Federal Ministry of Justice in the official section of the Federal Gazette, with the exception of Clause 3.8 Paragraph 3 (D & O Insurance deductible for the Supervisory Board) and a precautionary disclosure of a deviation from Clause 5.4.1 paragraph 2 (Specific objectives for the composition of the Supervisory Board). The recommendations of the German Corporate Governance Code in the version of May 13, 2013 have been observed by Daimler AG since their publication in the official section of the Federal Gazette, with the already noted exceptions and the precautionary disclosure of the deviation from Clause 4.2.3 Paragraph. 2 Sentence 6 (Upper limits for the remuneration of the Board of Management and its variable remuneration components). Daimler AG will continue to observe these recommendations in the future with the declared 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, the deductible does not correspond to the legally required deductible for members of the Board of Management in the amount of at least 10% of damages up to at least one-and-a- half of the fixed annual remuneration. Since the remuneration structure of the Supervisory Board is limited to a fixed remuneration for the function without performance bonus components, a deductible for the 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 compensation consists of fixed and performance bonus components.
Specific objectives for the composition of the Supervisory Board (Clause 5.4.1 Paragraph 2). In the absence of any influence on the appointments for the employee representative side, the Supervisory Board has limited its target objectives for the number of independent members of the Supervisory Board and consideration of possible conflicts of interest in its composition to the shareholders’ side.
Upper limits for the total monetary remuneration of the members of the Board of Management and its variable 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 the remuneration components at the time, which however did not yet fully satisfy the requirements of the new recommendation. With effect from January 1, 2014, the members of the Board of Management consented to the inclusion of the upper limits specified in Clause 4.2.3 Paragraph 2 Sentence 6 of the Code into their current agreements. The modification agreements 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 base remuneration. The percentage upper limit relative to the allocation value for the remuneration from the long-term and share-based remuneration component, referred to as the Performance Phantom Share Plan, was also augmented to include dividend equivalents due to be paid in the future on the tranches that were issued and still running as of January 1, 2014. Any further intervention in the remuneration for previous financial years was not viewed as appropriate under the aspect of the principle of contractual fidelity and in our understanding of Clause 4.2.3 Paragraph 2 Sentence 6 is also not required.
Stuttgart, December 2013
For the Supervisory Board
Dr. Manfred Bischoff
For the Board of Management
Dr. Dieter Zetsche