Every year Daimler AG's Management Board, Supervisory Board and shareholders meet again for the Annual General Meeting in Berlin. What is this day all about, who else is attending and what happens behind the scenes?
Once a year, shareholders meet with the Management Board and the Supervisory Board of a stock corporation. To this end, Daimler invites all its shareholders to attend the Annual General Meeting in Berlin - small shareholders as well as major shareholders and institutional investors. This is where they get informed about the annual financial statements and the current developments in the company. Every shareholder has the right to speak and can address questions to the Board of Management. As stock owners, the shareholders also make decisions about important issues, for example, about the appropriation of distribute profits, the amount of the dividend, the ratification of the actions of the Board of Management, and the composition of the Supervisory Board. The project future also requires the approval of the Annual General Meeting. The vote is valid: Every share has one vote.
Traditionally, the Annual Meeting starts at 10:00 a.m. CEST. The chairman of the meeting who is also the Chairman of the Supervisory Board opens the event and delivers the report of the Supervisory Board. This is followed by the CEO who informs about the past financial year and the prospects for the future. Afterwards, the so-called general debate will take place on all items on the agenda: All shareholders who have registered as speakers in good time are given the floor the course of the debate. The Board of Management and Supervisory Board, the chairman of the Supervisory Board answer the shareholders’ questions. Following on from the debate, the shareholders vote on the proposed resolutions of the Board of Management and the Supervisory Board relating to the individual agenda items and on any possible motions of the shareholders.
The shareholders participate in important corporate decisions with their votes on the proposed resolutions. They themselves can also file countermotions. In addition, the shareholders have the right to be informed about the company's affairs. This means that they not only have the right to speak at the Annual Meeting, they can also ask questions. The Board of Management is then bound to provide information, if the information is required for the proper assessment of the agenda of the Annual Meeting and provided there is no legal right to withhold information due to exceptional reasons.
Many questions asked at the Annual Meeting refer to issues that are well known to the Board of Management. But there are also questions concerning specific subjects or that require more detailed information. To put the Board of Management in the position to provide every shareholder with a correct answer, an advisory panel provides support to answer the questions. The advisory panel consists of representatives of different specialist units. All of these teams of experts meet in Stuttgart-Möhringen on the day of the Annual Meeting and watch a live video broadcast of the Annual Meeting. In addition to the CEO and CFO, the Chairman of the Supervisory Board must also provide answers for the shareholders about certain topics pertaining to the Board of Management and the Supervisory Board.
In the interests of a streamlined and efficient flow of the Annual General Meeting, it has proven expedient to group the speakers on the shareholders' side together and to have the CEO and the CFO representing the Daimler AG Board of Management together with the Chairman of the Supervisory Board to answer the questions posed. The CEO and the CFO answer the questions about the business and the strategy, the Chairman the queries concerning the moderation of the Annual Meeting, the Supervisory Board, and Board of Management matters.
The preparations start about half a year beforehand, and a distinction is made between organizational preparations and preparations related to regulations of corporate law.
Preparations for stock corporation law include the invitation and publication process, the preparation of the agenda, the processing of countermotions and the guide for the chairman of the meeting. In doing so, very formal stock corporation law regulations must be observed in order to avoid so-called avoidance suits, with which an individual shareholder could bring down the resolutions of the Annual General Meeting. The coordination of the answering session and the support provided to the meeting organizers by the team of experts in Stuttgart and in Berlin must also be planned.
The organizational preparations include renting the venue, getting bids and commissioning agencies and service providers, the specification of the exhibition concept and the product presentation. The invitation documents for the shareholders and the tickets must be printed and mailed and the assignment of Daimler personnel in Berlin must be planned. Various training documents and guidelines are prepared for this purpose.
The invitation goes out to about one million shareholders. Around 6,000 of them usually attend the Annual Meeting in person.
Shareholders who are unable to attend the Annual Meeting in person can authorize a third party to represent them and exercise their right to vote. In addition to shareholder associations or the custodian banks, this authorization can be granted in particular to two employees of Daimler AG chosen for this purpose, the so-called company voting proxies. They exclusively vote as instructed by the shareholder they represent. However, alternatively the shareholders can also cast their vote by absentee voting.
The Annual General Meeting is not the only opportunity for shareholders to find out about the company. The shareholders will find everything they need to know on the Daimler website and in the annual and quarterly reports. In addition, the colleagues from Investor Relations regularly provide information for institutional investors – for example fund managers, banks and insurance companies – as well as analysts, rating agencies and private investors about the company's business development and answer their questions daily. Road shows for institutional investors and analysts are periodically organized in the financial centers of Europe, North America, Asia, and Australia.
The Annual Meeting is an event prescribed by company law and must be held at least once a year. Certain measures specified by law can only be taken by the Board of Management and the Supervisory Board with the consent of the Annual Meeting: for example, a capital increase, the acquisition of own shares or certain fundamental changes in the Group structure. The Annual Meeting also elects the members of the Supervisory Board representing the shareholders and thereby directly influences the composition of the controlling body in the company and indirectly also the composition of the Board of Management, which is appointed by the Supervisory Board. The Annual Meeting also provides a platform for entering into a dialog with the shareholders, hear their expectations, and convince them of the potential of the company and the attractiveness of the Daimler stock. In addition, between eighty and one hundred journalists attend the Annual Meeting, making it an important media event as well.