Statement by the Board of Management and Supervisory Board of Daimler AG pursuant to Section 161 of the German Stock Corporation Act (AktG) regarding the German Corporate Governance Code, as amended 26 May 2010
Section 161 AktG requires the Board of Management and the Supervisory Board of a listed stock corporation to issue an annual declaration stating that the recommendations of the German Corporate Governance Code Government Commission as published by the Federal Ministry of Justice in the official section of the electronic Federal Gazette have been and are being complied with, or which recommendations were not or are not being complied with, along with the reasons. Permanent public access to the statement must be provided on the company's website.
The German Corporate Governance Code ("Code") contains rules with varying levels of binding effect. Apart from presenting aspects of the applicable Stock Corporation Law, it includes recommendations from which the companies are permitted to deviate. According to Section 161 AktG, companies must explain the reasons for deviating from Code recommendations. Additionally, the Code includes suggestions, which can be deviated from without a reporting requirement.
The Board of Management and Supervisory Board of Daimler have decided not only to report and justify deviations from the recommendations in the Code (see I.), but also deviations from its suggestions, without being legally required to do so.
For the period since the last Declaration of Compliance (April 2010 to July 1, 2010), the following Declaration refers to the Code as amended on 18 June 2009. With respect to Daimler AG’s Corporate Governance practices since 2 July 2010, the Declaration refers to the requirements of the Code in the version dated May 26, 2010, which were published in the electronic Federal Gazette on July 2, 2010.
The Board of Management of Daimler AG also intends to meet these recommendations and suggestions in the future. Only the following recommendations and suggestions of the German Corporate Governance Code have not been, and will not be applied:
I. Deviations from the Recommendations of the German Corporate Governance Code
1. D&O insurance deductible for the Supervisory Board (Clause 3.8, Paragraph 3)
Daimler AG's Directors' & Officers' liability insurance (D&O insurance) also applies to the members of the Supervisory Board. Since no insurance protection is offered for intentional acts and omissions or for intentional breaches of duty, an agreement concerning a deductible is only relevant with regard to negligent breaches of duty.
With the renewal of the D&O insurance policy as of April 1, 2010, Supervisory Board members have a 50% deductible on the applicable compensation for negligent breaches of duty.
Since the remuneration structure of the Supervisory Board is limited to fixed remuneration without any performance bonus components, setting a deductible for Supervisory Board members at 1.5 times the fixed annual remuneration would have disproportionate economic impact, compared to the members of the Board of Management, whose compensation includes fixed remuneration and performance bonus components. Therefore, the Supervisory Board has set a deductible of 50% of the respective remuneration for its members, which exceeds the share of the statutory deductible to total remuneration specified for members of the Board of Management.
2. Specific Objectives for the Composition of the Supervisory Board (Code Clause 5.4.1, Sentence 2)
On December 9, 2010, in addition to previous quality objectives, the Supervisory Board defined specific numbers for its composition, which provide for an appropriate number of female members.
3. Compensation of the Supervisory Board (Code Clause 5.4.6, Paragraph 2, Sentence 1)
The Supervisory Board of Daimler AG receives suitable remuneration, which includes fixed and function-related components, along with attendance fees. A base annual fee is set for each member in the Articles of Incorporation. This fee increases with the assumption of additional functions within the Supervisory Board, such as a membership or chair in a committee, or serving as chair or deputy chair of the Supervisory Board pursuant to the respective area of responsibility. Supervisory Board members who exercise several of the aforementioned functions are to be remunerated solely for the function with the highest remuneration. We believe that a function-related compensation system is also more appropriate for the supervisory role of the Supervisory Board members, since it eliminates potential conflicts of interest that might arise from Supervisory Board decisions that could influence performance criteria. Therefore, there is no performance-based remuneration.
II. Deviations from the Suggestions of the German Corporate Governance Code
1. Broadcast of the Annual Meeting Using Modern Communication Media (Code Clause 2.3.4)
The Annual Meeting of Daimler AG will be broadcast online until the end of the Report by the Board of Management. Any further transmission, for example of comments by individual shareholders, could be construed as a serious violation of shareholders’ personal privacy as well. The circumstance that a full broadcast would first require legal legitimation by the Articles of Incorporation or the Rules of Procedure of the Annual Meeting demonstrates that shareholders' personal privacy may not be automatically overruled by considerations to offer such broadcast.
Consequently, we will continue to forego such a broadcast.
2. Variable Compensation of the Supervisory Board Relating to the Company's Long-Term Performance (Code Clause 5.4.6, Paragraph 2, Sentence 2)
Due to the introduction of performance-based remuneration for the members of the Supervisory Board, we refer to the comments under I.3.
Stuttgart, December 2010
The Supervisory Board The Board of Management