Countermotions & Election Proposals of Shareholders
Dear Shareholders,
As follows, you will find the motions on the items of the agenda of the Annual Meeting to be held on April 4, 2012 that have been submitted by shareholders and have to be made accessible (countermotions and election proposals from shareholders as defined by Sections 126 and 127 of the German Stock Corporation Act).
The following motions are listed in the same order as they were received by Daimler.
Voting and issuing voting instructions on motions submitted by shareholders
Even if you do not participate in the Annual Meeting in person or through a proxy other than a bank, a shareholders’ association or person or institution exercising the same function, you can still support any countermotions and/or election proposals from shareholders that aim solely to reject the proposals of the management by entering “No” (i.e. rejecting the proposal of the management) or by giving appropriate voting instructions on the corresponding items of the agenda in the absentee voting / voting instructions template of our e-service for shareholders or on your reply form.
Countermotions and election proposals that do not aim solely to reject the proposals of the management are marked with a capital letter. If such countermotions/election proposals are voted on separately during the Annual Meeting, you can support them by marking the space next to the relevant capital letter with a cross in the absentee voting / voting instructions template of our e-service for shareholders or on your reply form. However, you should nonetheless vote on the respective items of the agenda in case no separate vote is held in the Annual Meeting on the countermotions/election proposals submitted by shareholders.
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Mr. Paul Russmann, Stuttgart
Regarding Item 3 of the Agenda:
“The actions of the members of the Board of Management are not to be ratified.
Reason:
Daimler AG produced military Unimogs and military trucks also in the 2011 financial year. In previous years, military vehicles were supplied to Egypt, Algeria, Angola, Iraq, Kuwait, Libya, Morocco, Pakistan, Saudi Arabia, Syria, Tunisia, Turkey, United Arab Emirates and other countries.
“Impressive reliability and economy, exemplary comfort and commendable safety make the Actros the ideal partner for your work.” This is how Mercedes-Benz advertises the Actros. It is more than unpleasant when the work mentioned involves massacring one’s own people. And that’s exactly what it’s about: the deployment of this German workmanship by Libya’s dictator, Gaddafi.
Between 2009 and 2010, Daimler’s plant in Wörth supplied the Libyan regime under President Gaddafi with 25 military trucks of the type Actros (worth €7.5 million). In March 2011, the Libyan army used the Daimler Actros 4860 tank transporter in its advance against the rebels in Benghazi. (http://www.aufschrei-waffenhandel.de/TV-Tipps.107.0.html).
Daimler also supplied dictatorships, and specifically to dictatorships that tortured and harassed the opposition for many years. In the year 2010 alone, the Group sold 143 military vehicle components to Egypt, three military trucks to Saudi Arabia and 58 military trucks to Algeria. At the same time, Daimler AG claims on its website: “Daimler supports the observance of human rights.” But those words were not followed by actions.
Through its equity interest in the third-largest European armaments company, the European Aeronautic Defence and Space Company (EADS), Daimler AG as a major shareholder bears co-responsibility for the production of carrier systems for nuclear warheads and other inhuman weapons. Even if Daimler AG wants to dispose of or reduce its shareholding in EADS, it continues to profit from business with armaments and dual-use goods through Tognum AG.
In 2011, Daimler AG increased its equity interest in Tognum AG. Both Daimler AG and Tognum AG have committed themselves to the observance of human rights in the codes of conduct of their corporate governance principles. It is doubtful whether this commitment is compatible with the supply of military components to states such as Saudi Arabia or China.
Many investors do not buy shares in Daimler AG due to its armaments business; sustainability funds exclude Daimler shares from their funds; potential customers decide against cars from the Mercedes Car Group and in favor of cars from the competition. The Board of Management bears the ethical and economic responsibility for this – thoroughly comprehensible – customer behavior.
In the view of the Critical Daimler Shareholders (Arndtstr. 31, 70197 Stuttgart, tel.: 0711 608396, www.kritischeaktionaere.de), with the armaments involvement at EADS and Tognum AG and the export of military trucks, Daimler AG is in violation of the intentions of “Good Corporate Governance” and of “Corporate Social Responsibility” (CSR).
A genuine “profit with decency” requires the exit of Daimler AG from the business with armaments; real “corporate social responsibility” would for example be shown by supporting civil-society initiatives such as the “Cry-out Campaign – Stop the Armaments Trade.” (www.aufschrei-waffenhandel.de).”
***
Mr. Holger Rothbauer, Tübingen
Regarding Item 3 of the Agenda:
“The actions of the members of the Board of Management are not to be ratified.
Reason:
Daimler AG under its former name of Daimler Benz AG was economically heavily involved in the former apartheid South Africa from 1948 until 1994, and thus profited, also when compared with other internationally active companies, to an unusually high degree from the repression of the black and colored majority in South Africa and the homelands.
Lawsuits are now proceeding in the United States against six companies including Daimler AG. In the so-called Khulumani class action, 58,000 victims of the apartheid regime and their families have claimed compensation, also from Daimler, for alleged aiding and abetting of grave violations of human rights during the apartheid period in South Africa. After the claims were at first not admitted in 2002, a federal court of appeal found in favor of the South African plaintiffs and admitted the claims. The lawsuit returned to the original court in New York. In a verdict of April 8, 2009, Judge Shira Scheindlin admitted the claims on the basis of the Alien Tort Claims Act. The claims are currently still pending against Ford, IBM, Daimler, GM and Rheinmetall.
Daimler is accused – as are the other defendants – of aiding and abetting grave violations of human rights by the apartheid regime through its South African companies. The accusations made against Daimler AG are of aiding and abetting by collaborating with the torturing and brutal apartheid security forces and by supplying those forces with trucks and truck components. The supply of military Unimogs and multisensory platforms for the surveillance of black people in the homelands are also deemed to be aiding and abetting violations of human rights.
The defendants Ford, IBM and Daimler have appealed against the admissibility of the claims and have requested that the claims be dismissed. These appeals have meanwhile been rejected.
Instead of seeking out-of-court settlements with the victims’ associations, as massively demanded at the Annual Shareholders’ Meeting in 2010 by the Critical Daimler Shareholders (KAD, Arndtstr. 31 in Stuttgart), Daimler has become involved in a mammoth image-damaging legal dispute. Alternatively, one could combine the now good social activities of Daimler AG in South Africa with a sincere apology and compensation for the apartheid victims. The apartheid era is being fully examined and projects are being supported for young South Africans to overcome racial segregation and racism. But instead of openly recognizing our own responsibility for the violations of human rights, the Board of Management denies Daimler’s involvement in the apartheid system contrary to all historical evidence. At least, that was the position of the Board of Management before the establishment of the Board of Management area of responsibility of “Integrity,” which is now doing extremely good work within the Group under the leadership of Dr. Hohmann-Dennhardt. By the way, the use of Mercedes vehicles, for example during violent raids of the hometowns by the apartheid police, has been clearly documented all the way to up the UNO.
The Board of Management area of “Legal Affairs and Integrity” should once again critically examine the entire factual and legal situation, and must bring an end to this shameful legal theater as soon as possible. One of the other defendants for example, the company GM, has meanwhile started out-of-court negotiations with the South African plaintiffs’ associations and has made an initial serious offer of 1.5 billion US dollars in the form of GM shares.
As Daimler AG, we should also join these negotiations with the victims’ associations as quickly as possible, thus recognizing our historical responsibility towards the apartheid victims.”
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Ms. Beate Winkler-Pedernera, Stade
Regarding Item 3 of the Agenda:
“The actions of the members of the Board of Management are not to be ratified.
Reason:
Temporary agency workers are increasingly displacing regular employees at Daimler. Due to Daimler’s key role in German industry, disastrous signals are being sent with regard to elementary employee rights. Equal work is no longer equally paid; the law on terminating contracts of employment is being bypassed. The Group’s image as a reliable and social employment partner is suffering. The Critical Daimler Shareholders (www.kritischeaktionaere.de) demand that the Board of Management should not be guided by the purely profit-oriented criteria of business management, but should also be concerned with the social basic principles of the market economy.
Last year, the Board of Management answered my question in the Annual Shareholders’ Meeting about the increase in the proportion of temporary agency workers with a clear perspective: that the tendency was increasing and that the increase served primarily to protect the permanent workforce. This logic implies that an ever increasing proportion of the workforce acts more or less as a lower class for the privileged permanent workforce.
This “instrument,” as it is termed by the Board of Management, has already passed the agreed mark of eight percent at many plants.
The disadvantages of those employees relate to:
  • the wages they are paid for the work done, 
  • bonuses and supplements, 
  • security in the form of protection from dismissal, 
  • physical safety with regard to sufficient instruction, protective clothing and training, and 
  • no access to internal job advertisements.
In connection with wages, they are only classified as employees of the D-move (entry-level wage after apprenticeship), even if they could expect as permanent employees a higher wage due to their age, skills and assignment.
They are not eligible for bonuses – no profit sharing (although they were involved in the creation of the profit!), no Christmas bonus, poor supplements for shift work and overtime.
They only have protection from dismissal to the extent granted by their more or less socially oriented agency employers. That is not comparable with the protection offered by a permanent contract of employment.
Last year, I already pointed out the danger of accidents involving temporary workers, which is up to three times as high. This is because they have less routine due to changing workplaces, and also due to short periods of acclimatization. So those accidents are structurally planned into temporary work. The measures taken to provide protective clothing and equipment to temporary workers were only brought into line with the standards applicable for the permanent workforce following massive pressure from the trade union.
Internal job advertisements are only published on the intranet. Temporary workers have so far not been able to apply for them because they do not know about them.
The European Union’s Directive 2008/104/EC on temporary agency work and Germany’s Temporary Employment Act (AÜG), which has been in force since December 1, 2011, deal with the misuse of temporary workers. For example, a temporary worker must have full access to information about job advertisements.
In the EU directive, it is stated literally: “The main working and employment conditions for temporary workers should at least be equivalent to those that would apply to them if they were employed by the client company to do the same work.”
The law also limits the use of temporary workers to a temporary requirement for personnel.
The long-term deployment of 750 temporary workers (8%) at the Untertürkheim plant alone for the whole of the year 2011 is hardly due to temporary project work or temporary deputizing. The steady increases in program numbers also do not indicate a situation of temporary peaks in demand; this applies in particular to newly created production areas. A long-term requirement for personnel must be covered with permanent employment again, not by increasing the percentage of temporary workers.
One of the most important pillars of our company and a significant guarantee of political stability is a high degree of social justice. That specifically also includes solidarity among employees. Daimler should not want or be allowed to throw out this achievement in order to return to an “elbows mentality.”
The Supervisory Board should also reject any undermining of employee rights.”
***
Dr. Bernd T. Gans, Vaterstetten
Regarding Item 3 of the Agenda:
“The actions of the members of the Board of Management are not to be ratified.
Reason:
For its jubilee of 125(!) years, Daimler has once again suffered a significant misfire.
The long-term underperformance of the company’s shares (price development plus dividend) continued in the jubilee year. For the shareholders, there has been no tangible value growth, neither in the 10(!)-year period, i.e. including the last years under the leadership of Mr. Schrempp, nor in the 5(!)-year period, i.e. under the leadership of Mr. Zetsche.
On the contrary, with the omission of a dividend for 2009, we reached the most painful low point for the shareholders in the post-Schrempp era. But also with a negative cash flow from the industrial business of minus €0.7 billion in 2011, i.e. in year 6(!) after Jürgen Schrempp, the Daimler shareholders are once again rather lonely in the premium segment of the German automobile industry.
Another factor is that the presentation of a dividend amount of €2,346 million was only possible through the distribution of nearly the entire net profit for the year, and primarily from financing activities. It was only possible to allocate about 14% of the net profit for the year to retained earnings and reserves.
Just a few years ago, the Chairman of the Supervisory Board announced as a guideline of the Supervisory Board that the Board of Management would pursue a policy of allocating 60% of net profits to retained earnings and reserves in order to maintain the company’s substance. It is unfortunately questionable as to whether this industrially desirable ratio will be achieved again in the foreseeable future while offering the shareholders – the only genuine risk-takers – a fair return on their investment.
In the year 2011(!), Mercedes meanwhile occupied last place in the premium-car segment for worldwide sales, but above all for its rate of return.
Comparison of rates of return according to the newspaper “Handelsblatt” of March 14, 2012:
BMW 12.1%
Audi 11.9%
Mercedes 9.0%
To that extent, the statement “We believe we can do even better” made by the Chairman of the Board of Management in Annual Report 2011 seems at least in need of interpretation. Exactly for that reason, from the shareholders’ point of view, it would be gratefully welcomed if the Board of Management would provide some details at the Annual Shareholders’ Meeting of its medium-term goals in the following areas:
Plan of action to improve profitability at Mercedes Cars
Financial expectations from the cooperation with Renault/Nissan
Achievement of an appropriate rate of return in the bus business
Required investment to implement electric mobility in the next 5 years.”
***
Mr. Jürgen Grässlin, Freiburg
Regarding Item 3 of the Agenda:
“The actions of the members of the Board of Management are not to be ratified.
Reason:
In its one-sided depiction on the company’s website and in Annual Report 2011, Daimler AG refrains from informing shareholders, employees, customers and the public about the shady side of the Mercedes coin. Because the Daimler Group is not only a leading manufacturer of civil vehicles, which are well presented for sale.
Anyone who buys an A- or a B-Class, an E- or an S-Class or a commercial vehicle from Mercedes is usually unaware that she or he is a customer of one of the world’s leading manufacturers of military vehicles and weapons of war. That’s not surprising, because pictures of Mercedes military vehicles or EADS weapons of war appear neither on the Daimler website at www.daimler.com nor in Daimler’s annual reports.
Only upon an inquiry by the Daimler Critical Shareholders (see www.kritischeaktionaere.de) did the Daimler Board of Management admit at last year’s Annual Shareholders’ Meeting that states in violation of human rights such as Egypt, Israel, Saudi Arabia and Libya are among the customers of Mercedes-Benz Military Vehicles and/or Mercedes-Benz Armoured Vehicles from the Wörth plant for commercial vehicles.
For example, during the Libyan war, battle tanks of the Gaddafi regime were transported to the front with previously delivered Mercedes ACTROS semitrailer trucks. Both the dictator’s armed forces and the resistance movement fired antitank missiles from EADS/LFK. At the same time, NATO flew air attacks with Eurofighter and Tornado fighter planes from EADS. The war in Libya stands symbolically for many wars in which human rights are still coming under the wheels of Mercedes military vehicles and into the crossfire of EADS weapons.
Whoever hoped that the Board of Management would at last make morals and ethics into the basis of business policy has been deceived once again. In February 2011, Daimler AG and Daimler Trucks North America advertised to sell civil and military products at the IDEX armaments trade fair in Abu Dhabi. At this most important defense and security event in the Middle East and North Africa, the Daimler Group promised that the vehicles would be produced for “the highest and most demanding military requirements,” and appropriate special vehicles could also be supplied.
With its military products, Daimler was present at the IDEX in the ranks of the German armaments industry, surrounded by Heckler & Koch, Diehl BGT Defence, Dynamite Nobel Defence, Krauss-Maffei Wegmann, Rheinmetall, the Eurofighter Company and the European Aeronautics Defence and Space Company (EADS). As is well known, Daimler is now one of the leading industrial shareholders of EADS, whose weapon systems include the Eurofighter as well as the TIGER military helicopter, drones and M51 nuclear weapons delivery systems (see www.eads.com).
While it was possible to celebrate sales success at the IDEX armaments trade fair, the armed forces of the dictatorial regimes in Libya, Egypt and Saudi Arabia suppressed the democracy movements with previously supplied EADS weapons and with Mercedes-military vehicles. Armaments and vehicle transactions could not be more perfidious.
In his letter of introduction in Annual Report 2011, Daimler’s Board of Management Chairman Dieter Zetsche promotes “integrity” and claims to make a “decent” return. Dr. Zetsche states that an “ethical attitude” is a sort of “internal compass.” Noble words that are diametrically opposed to the real business policy. In many countries, soldiers and weapons are transported to the front with Mercedes military Unimogs or military trucks, battles are fought with Daimler/EADS weapons, innumerous people are maimed or killed and subsequently prisoners and corpses are carried away with Mercedes-Benz military vehicles. Irrespective of these facts, Mercedes advertises the broad range of its military vehicles on the website www.mercedes-benz.com/military-vehicles – like at the IDEX armaments trade fair in 2011.
In order to attract attention to bad situations like this, to give the victims voices and to give the perpetrators names and faces, we have started the nationwide campaign “Action Outcry – Stop the Weapons Trade!” More than one hundred organizations of the peace and human-rights movement and the Evangelical and Catholic churches explicitly demand a return to ethically and morally responsible action (see www.aufschrei-waffenhandel.de, www.dfg-vk.de and www.rib-ev.de).
We expressly demand that the Daimler Board of Management should completely convert production at EADS and at Mercedes Military to civil purposes. Only when armaments conversion has been successfully implemented, will corporate governance, the compliance principles and the Code of Ethics constitute a basis for the business of Daimler AG. But until now, it has apparently been only profits that count, or war profits in the case of Daimler/EADS and Mercedes Military.”
***
Frau Beate Winkler-Pedernera, Stade
Regarding Item 4 of the Agenda:
“The actions of the members of the Supervisory Board are not to be ratified.
Reason:
As the speaker of Daimler Critical Shareholders (www.kritischeaktionaere.de), I have for many years expressly supported the efforts of the Works Council and the company’s management to achieve equality among men and women. Unfortunately, women are still very much under-represented. The 12% female employees also earn less on average and many of them are still disadvantaged in their double roles as mothers and employees.
Only in 2011 was a woman at last elected to the Board of Management: Ms. Hohmann-Dennhardt. Women account for only 9% of the members of the entire Board of Management and Supervisory Board. In all executive levels together, the rate of increase in the proportion of women was not even 1%. The latest official figures showed a value of 10.0% in 2010!
The government commission German Corporate Governance Code (DCGK), which addresses the listed companies in Germany with standards of good corporate governance, has for a long time explicitly demanded the “appropriate consideration of women” in supervisory boards and management boards. Companies that do not meet this requirement must publicly explain themselves (“comply or explain” principle).
A ratio of 30% in boards, as demanded by most political parties, would be a desirable goal also for Daimler. Daimler itself claims to be satisfied with 20% by 2020 (see Sustainability Report 2009). It is particularly scandalous that the employee side does not have any female members of the Supervisory Board.
Daimler’s commitment calls for only slight increases at all levels until the year 2015. The targets are far away from the politically debated gender quota of 30%. The new internal target corridors represent only minimal increases in female members. One target is for the total workforce to progress to between 12.5% and 15% women. This extremely vague figure was already nearly achieved in 2008 with a rate of 12.2%. Is that what the allegedly sensible commitments look like that the industrial corporations want to accept in order to avoid a statutory quota?
In the area of commercial-technical apprenticeships, last year’s numbers actually fell.
In any case, one welcome development is the positive approach to making family and career more compatible in the form of childcare, facilitating part-time work or increased teleworking. There have also been some positive effects from supporting the qualification of women through various mentoring programs and further training.
Nonetheless, the glass ceiling and discrimination against women are still apparent, even with an eminent employer such as Daimler. Must one assume that women in certain areas at Daimler are still ignored or even marginalized? There are still plenty of executives and personnel advisors who, especially with mothers, have a very insensitive and in some cases incorrect approach. For example, after the end of parental leave, our company often does not meet its obligation to allow those persons to resume their work at an equivalent workplace.
Another disreputable example of dealing with female employees is the failure to provide equal pay for equal work. Nowadays and in Germany, that should really be taken for granted. As an illustration: At the headquarters, two thirds of the women are in salary groups between 2 and 13, while more than two thirds of the men are in the upper 4 salary groups (14 to 17). The trade unions repeatedly report about cases in which women are allocated to a lower salary group than men although they do the same or equivalent work. This applies in particular to part-time workers. With the female occupation of secretary for example, often an adequate salary group is not granted although the employees already perform higher-value tasks. Even if mothers are only able to work part time, they are often employed at a level below their qualifications and are allocated to a lower salary group accordingly.
So the reason is not that women generally work in low positions, as the Board of Management claimed at the last Annual Shareholders’ Meeting.”
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