Good corporate governance is reflected in 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 with a view to ensuring the long-term success and sustainable value creation of our tradition-rich company.
In addition to the following Declaration of Corporate Governance pursuant to § 289a HGB for the 2014 financial year , information about Corporate Governance at Daimler AG is also provided in the Corporate Governance Report on pages 182 ff of the 2014 Annual Report. The Annual Report and the Corporate Governance Declaration will be available from February 17, 2015 on the Internet home page of the company under www.daimler.com/investor-relations/reports-and-key-figures/reports
The disclosures pursuant to § 289a HGB are included in the combined Management Report of Daimler AG and the Group, but are not included in the annual audit pursuant to § 317 (2) sentence 3 HGB.
Declaration by the Board of Management and the Supervisory Board of Daimler AG pursuant to § 161 of the German Stock Corporation Act (AktG) regarding the German Corporate Governance Code
Daimler AG has observed the recommendations of the »Government Commission for the German Corporate Governance Code « in the version dated June 24, 2014 since its publication by the Federal Ministry of Justice in the official section of the Federal Gazette on September 30, 2014, 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), and will continue to observe the recommendations in the future with the exception of the aforesaid deviation. Since the submission of the last Compliance Declaration in December 2013, Daimler AG has observed compliance with the recommendations of the German Corporate Governance Code in the version dated May 13, 2013, with the already noted exceptions and the precautionary disclosure of the deviation from Clause 4.2.3 Paragraph 2 page 6 (Upper limits for the remuneration of the Board of Management and its variable remuneration components), contained in the last Compliance Declaration issued for the period until December 31, 2013.
D&O insurance deductible for the Supervisory Board (Clause 3.8 Paragraph 3). As in previous years, the Directors & Officers insurance (D&O insurance) for the members of the Supervisory Board contains a provision for a self-deductible, which is appropriate in the view of Daimler AG. However, the deductible does not correspond to the legally required self-deductible for members of the Board of Management in the amount of at least 10 percent of damages up to a minimum of one-and-a-half times the fixed annual remuneration. Since the remuneration structure for the Supervisory Board is limited to fixed, function-related remuneration without profit-sharing components, a self-deductible equal to one-and-a-half 2 times the fixed annual remuneration of members of the Supervisory Board would have a disproportionate economic effect compared to the members of the Board of Management, whose remuneration consists of fixed and performance-based remuneration components.
Specific objectives for the composition of the Supervisory Board (Clause 5.4.1 Paragraph 2).
The Supervisory Board has limited the target objective for its composition with respect to the number of independent members of the Supervisory Board and the consideration of potential conflicts of interest to the appointments for the shareholder side in the light of the German Co-Determination Act and due to the lack of influence on the appointments on the employee representatives’ side.
The deviation from Clause 4.2.3 Paragraph 2 page 6 (Upper limits for the remuneration of the Board of Management and its variable remuneration components), which was declared as a precautionary measure in the last Declaration of Compliance of December 2013, was eliminated with effect from January 1, 2014. Effective from January 1, 2014, the members of the Board of Management approved the inclusion of the corresponding upper limits specified in Clause 4.2.3 Paragraph 2 Sentence 6 of the Code into their current service agreements.
Stuttgart, December 2014
For the Supervisory Board
Dr. Manfred Bischoff
For the Board of Management
Dr. Dieter Zetsche