For Daimler AG, good Corporate Governance extends beyond the simple observance of legal regulations. The Board of Management and the Supervisory Board endeavor to guide corporate management and corporate supervision in conformity with nationally and internationally recognized standards of good and responsible corporate governance with a view to ensuring the success and sustained value added of our tradition-rich Company.
In addition to the declaration to § 289a HGB on the status report for the 2012 financial year provided below, information about Corporate Governance at Daimler AG is also provided in the Corporate Governance Report on pages 182 ff of the 2012 Annual Report. Since February 25, 2013, the Annual Report and the Declaration on the status report are available on the Internet under www.daimler.com/investor-relations/berichte-und- kennzahlen/berichte
. The disclosures pursuant to § 289a HGB are not included in the annual audit in accordance with the provisions of § 317 (2) Sentence 3 HGB.
Statement by 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 2011, Daimler AG has observed the recommendations of the “Government Commission for the German Corporate Governance Code“ in the version of May 26, 2010, 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 Clause 5.4.6 Sentence 2 Sentence 1 (performance-based remuneration of the Supervisory Board). The recommendations of the German Corporate Governance Code in the version of May 15, 2012 have been observed by Daimler AG since their publication in the official section of the Federal Gazette, with the exception of Clause 3.8 paragraph 3 (Deductible on D & O Insurance 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). Daimler AG will continue to observe these recommendations with the aforesaid variances.
Deductible with the D&O insurance for the Supervisory Board (Code Clause 3.8 Paragraph 3): As in previous years, the Directors & Officers‘ Liability Insurance (D& O insurance) for members of the Supervisory Board provides for a deductible 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 times of the fixed annual remuneration. Since the remuneration structure of the Supervisory Board is limited to a function-related fixed remuneration without performance-based components, a deductible for Supervisory Board members in the amount of one-and-a-half times the fixed annual remuneration would have a disproportionate economic effect when compared to that for the members of the Board of Management, whose remuneration consists of fixed and performance-based components.
Specific objectives for the composition of the Supervisory Board (Clause 5.4.1 paragraph 2 of the German Corporate Governance Code in the version of May 15, 2012). In its meeting on December 12, 2012, the Supervisory Board already elaborated and confirmed the target specification concerning the number of independent shareholder representatives required by the new version of the Code, anchored in its Rules of Procedure, prior to the effective date of the German Corporate Code version of May 15, 2012. In the same meeting, in conformity with the new version of the German Corporate Governance Code, the Supervisory Board also differentiated the target specification for consideration of possible conflicts of interest in its composition. In the absence of any influence on the appointments for the employee representative side, the Supervisory Board has limited itself to the corresponding target specifications for the shareholder side.
Performance-based supervisory Board remuneration (Code Clause 5.4.6 paragraph 2 sentence 1 German Corporate Governance Code in the version of May 26, 2010). The members of the Supervisory Board of Daimler AG receive appropriate remuneration comprised of fixed and function-related components, as well as attendance fees; they do not receive any performance-based remuneration. Each member of the Supervisory Board receives a basic remuneration, which is increased by fixed amounts for the Chair and Deputy Chair of the Supervisory Board as well as for committee memberships, with special consideration for the Chair of the Audit Committee, in accordance with the respective area of responsibility. In our view, in consideration of the supervisory function of the Supervisory Board, this system of remuneration according to function is also more equitable because it enables excluding potential conflicts of interest in Supervisory Board decisions that could influence performance criteria. Consequently, the Supervisory Board does not receive any remuneration based on performance.
This deviation from the German Corporate Governance Code no longer exists since the recommendation for a performance-based remuneration for the Supervisory Board is no longer included in the new version of the German Corporate Governance Code of May 15, 2012.
Stuttgart, December 2012
The Supervisory Board
The Board of Management