Annual Report 2020

Declaration of compliance with the German Corporate Governance Code

Declaration by the Board of Management and the Supervisory Board of Daimler AG pursuant to Section 161 of the German Stock Corporation Act (AktG) regarding the German Corporate Governance Code

Since the issuance of the last compliance declaration in December 2019, Daimler AG has satisfied all recommendations of the German Corporate Governance Code published in the official section of the German Federal Gazette on April 24, 2017 in the Code version dated February 7, 2017 (“Code 2017”), with the exception of Clause 3.8 Paragraph 3 (D&O insurance deductible for the Supervisory Board) and Clause 5.4.5 Paragraph 1 Sentence 2 (maximum number of supervisory board memberships for members of the management board of a listed corporation).

D&O insurance deductible for the Supervisory Board (Clause 3.8, Paragraph 3, Corporate Governance Code, 2017). The Directors’ & Officers’ insurance contains no provision for a deductible for the members of the Supervisory Board that corresponds to the legally required deductible for members of the Board of Management. Given the function-related fixed remuneration without performance bonus components, setting such a deductible for Supervisory Board members would not increase the motivation and sense of responsibility with which its members perform their tasks.

This recommendation is no longer contained in the German Corporate Governance Code in the version dated December 16, 2019.

Maximum number of supervisory board memberships for members of the management board of a listed corporation (Clause 5.4.5 Paragraph 1 Sentence 2, Corporate Governance Code, 2017). In accordance with this recommendation, members of the management board of a listed corporation shall not accept more than a total of three supervisory board memberships in non-group listed corporations or on supervisory bodies of non-group entities that make similar requirements.

A parallel recommendation with even stricter requirements can be found in Clause 5 of the German Corporate Governance Code in the version dated December 16, 2019.

Daimler AG satisfies the recommendations of the German Corporate Governance Code published in the official section of the German Federal Gazette on March 20, 2020, in the Code version dated December 16, 2019 (“Code 2019”), with the exception of the recommendations contained in C. 4 and C. 5 (maximum number of supervisory board memberships), and will continue to observe the recommendations with the aforesaid deviations.

Maximum number of supervisory board memberships (C. 4 and C. 5, Code 2019). In accordance with the recommendation contained in C. 4, a supervisory board member who is not a member of the management board of a listed corporation shall not serve on more than five supervisory boards of non-group listed corporations or assume similar positions, whereby chairmanship of a supervisory board counts double. In accordance with the recommendation contained in C. 5, members of the management board of a listed corporation shall not accept more than a total of two supervisory board memberships in non-group listed corporations or assume similar positions, nor should they accept a position as chairman of the supervisory board of a non-group listed corporation.

Whether the total number of memberships in non-group listed corporations and similar positions held by members of the Board of Management or the Supervisory Board still seems appropriate should, however, be assessed more appropriately on a case-by-case basis than with a rigid upper limit. The individual workload expected as a result of the total number of memberships held does not necessarily increase in proportion to their number.

Stuttgart, December 2020

For the Supervisory Board
Dr. Manfred Bischoff
Chairman

For the Board of Management
Ola Källenius
Chairman

This declaration of compliance and previous, no longer applicable, declarations of compliance from the past five years are also available at our website at daimler.com/corpgov/en.

Declaration on Corporate Governance
The main principles and practices of our corporate governance