Composition and mode of operation of the Board of Management
Daimler AG is obliged by the German Stock Corporation Act (AktG) to apply a dual management system featuring strict personal and functional separation between the Board of Management and the Supervisory Board (two-tier board). Accordingly, the Board of Management manages the company while the Supervisory Board monitors and advises the Board of Management.
Board of Management
In accordance with the Articles of Incorporation of Daimler AG, the Board of Management has at least two members. The precise number of Board of Management members is determined by the Supervisory Board. The Board of Management had eight members on December 31, 2020. In accordance with German law on the equal participation of women and men in executive positions, the Supervisory Board has set a target for the proportion of women on the Board of Management and a deadline for achieving this target. The details are described in a separate section in this declaration on corporate governance. With regard to the composition of the Board of Management, the Supervisory Board has also adopted a diversity concept, including an age limit, that is embedded in an overall requirements profile. The details of this concept are also described in a separate section in this declaration.
Information on the areas of responsibility and the curricula vitae of the Board of Management members is posted on the Daimler AG website at daimler.com/dai/bom. The members of the Board of Management and their areas of responsibility are also listed in the chapter »Board of Management«.
The Board of Management manages Daimler AG and the Group while taking into consideration the interests of shareholders, employees and other stakeholders, and with the aim of achieving sustainable value creation. With the consent of the Supervisory Board, the Board of Management determines the Group’s strategic focus, defines the corporate goals, and makes decisions concerning corporate planning matters.
Irrespective of the overall responsibility of the Board of Management, the individual members of the Board of Management manage their allocated divisions on their own responsibility and within the framework of the instructions approved by the entire Board of Management. Specific issues defined by the Board of Management as a whole are dealt with by the Board as a whole, which must approve all related decisions. The Chairman of the Board of Management coordinates the work of the Board of Management.
The Board of Management prepares the consolidated interim reports, the annual financial statements of Daimler AG, the consolidated financial statements, and the combined management report of the Company and the Group, including the non-financial declaration. Together with the Supervisory Board, the Board of Management issues the declaration of compliance with the German Corporate Governance Code each year. It ensures that the provisions of applicable law, official regulations and the internal policies at the Company are adhered to, and works to make sure that the companies of the Group comply with those rules and regulations. The Board of Management has also established an adequate compliance management system that takes into account the Company’s risk situation. The main features of this system are described in the »Integrity and Compliance« chapter. Such features include the Company’s whistleblower system, the BPO (Business Practices Office), which enables Daimler employees and external whistleblowers to report misconduct anywhere in the world. The tasks of the Board of Management also include establishing and monitoring an appropriate and efficient risk management system.
For certain types of transactions defined by the Supervisory Board, the Board of Management requires the prior consent of the Supervisory Board. At regular intervals, the Board of Management reports to the Supervisory Board on the strategy of the divisions, corporate planning, profitability, business development and the situation of the Group, as well as on the internal control system, the risk management system and compliance matters. The Supervisory Board has specified the information and reporting duties of the Board of Management.
No committees of the Board of Management existed during the reporting period.
The Board of Management has also given itself a set of rules of procedure, which can be seen on our website at daimler.com/dai/rop. Those rules describe, for example, the procedure to be observed when passing resolutions and ways to avoid conflicts of interest.
Diversity management has been part of the corporate strategy of Daimler since 2005. We rely on the diversity of our employees and the differences between them because such differences form the foundation for an effective and successful company. The aim of our activities is to bring together the right people to tackle our challenges, to create a work culture that promotes the performance, motivation and satisfaction of our employees and managers, and to help attract new target groups to our products and services. Our activities for shaping diversity at Daimler focus on three areas: best mix, work culture and customer interaction. With our specific measures, activities and initiatives for everything from training formats for employees and managers to workshops, conferences, policies and target group-specific communication and awareness-raising measures, our diversity management system makes a major contribution to the further development of our corporate culture.
Targeted support for women on the basis of the best-mix principle was a central component of our diversity management activities even before the legislation on the equal participation of women and men in executive positions went into effect. Such support has also included and continues to include flexible working-time arrangements, company nurseries and special mentoring programs for women. In order to meet legal requirements, the Board of Management of Daimler AG has defined targets for the proportion of women at the two management levels below the Board of Management and a deadline for achieving those targets. The details are described in a separate section. Independently of the legal requirements, Daimler continues to affirm the goal it already set itself in 2006 of increasing the proportion of women in executive positions at the Group (with the exception of Daimler Greater China and Trucks Asia) to 20 % by 2020. We have achieved this goal and beginning in 2021, we plan to further increase the proportion of women in executive positions at the Group worldwide by one percentage point each year.