Annual Report 2020

Overall requirement profiles for the composition of the Board of Management and the Supervisory Board

In terms of the composition of the Board of Management and the Supervisory Board, Daimler AG utilizes diversity concepts that focus on aspects such as age, gender, education and professional background. The Supervisory Board has combined these diversity concepts with the requirements of German legislation regarding equal participation of women and men in executive positions and other requirements relating to the expertise that members of these executive management bodies need to possess. These combined requirements are presented in the overall requirements profiles for the composition of the Board of Management and Supervisory Board described below. The requirements profiles are reviewed each year and also serve as the basis for long-term succession planning.

Board of Management

The requirements profile for the Board of Management of Daimler AG aims for a Board of Management with excellent leadership skills that is as diverse and mutually supportive as possible. The Board of Management as a whole should possess the knowledge, skills and experience required for the proper execution of its tasks and be composed of members whose varied personal backgrounds and experiences ensure that the Board as a whole also embodies the desired management philosophy. Decisions regarding appointments to specific positions on the Board of Management are always governed by the Company’s interests under consideration of all circumstances in each case.

During the reporting period, the requirements profile for the Board of Management included the following aspects in particular:

  • The members of the Board of Management should have different educational and professional backgrounds, whereby at least two members should have a technical background. With Markus Schäfer and Wilfried Porth, as of December 31, 2020 the Board of Management had two members who are engineers. Since taking over as Head of Group Research & Mercedes-Benz Cars Development on January 1, 2017, Ola Källenius has sustainably displayed his technical expertise.
  • On December 8, 2016, the Supervisory Board defined a target of 12.5 % for the proportion of women on the Board of Management, with a deadline of December 31, 2020. The Board of Management currently has two female members, Renata Jungo Brüngger and Britta Seeger. This means the proportion of women on the Board of Management was 25 % on December 31, 2020.
  • As a rule, 62 years of age serves as orientation for age-related retirement. When it set this age limit, the Supervisory Board deliberately decided in favor of a flexible rule allowing the required scope for the appropriate assessment of the circumstances of each individual case. As of December 31, 2020, all eight Board of Management members were younger than the age limit.
  • In addition, a sufficient generational mix among Board of Management members is to be taken into account in appointment decisions, whereby if possible at least three members of the Board of Management should be 57 years of age or younger at the beginning of their respective term of office. This is the case for all current members of the Board of Management, with the exception of Wilfried Porth.
  • Decisions related to the composition of the Board of Management should also take into account internationality in the sense of varied cultural backgrounds or international experience through assignments abroad lasting several years, whereby if possible, at least one member of the Board of Management should come from a country other than Germany. Irrespective of the many years of international experience of a large majority of members of the Board of Management, this target was achieved as of December 31, 2020 due to the international origins of Ola Källenius and Renata Jungo Brüngger and through Hubertus Troska’s focus on activities in China.
  • Members of the Board of Management do not hold more than three memberships of supervisory boards of non-group listed corporations or of supervisory board committees at non-Group companies that have comparable requirements. This stipulation was met as of December 31, 2020. The only listed company in which Hubertus Troska is a member of a supervisory board or similar board outside the Daimler Group is BAIC Motor Corporation Ltd. Hubertus Troska’s other board memberships are at joint ventures that fall within his areas of responsibility and that do not have comparable requirements to a board membership at a listed company outside the Group. The same applies to the external board memberships of Britta Seeger. In spite of this, a deviation from the new German Corporate Governance Code’s recommendation regarding the maximum number of board memberships for board members of listed corporations has been disclosed and explained in the declaration of compliance for 2020. The new Code 2019 reduces this recommended maximum number relative to the Code 2017 from three to two supervisory board memberships or similar positions and further recommends that board members of listed corporations should not accept a position as chairman of a supervisory board in a non-group listed corporation.

The Supervisory Board has made adjustments to two aspects of the requirements profile for members of the Board of Management, with effect from January 1, 2021:

  • In the future, the unchanged age limit of 62 for members of the Board of Management will apply to the beginning of the term of office of the Board of Management member in question.
  • In view of the recommendations contained in the new German Corporate Governance Code in the version dated December 16, 2019, the members of the Board of Management shall generally not accept more than two supervisory board memberships in listed corporations or assume similar positions, nor shall they accept a position as chairman of the supervisory board of a listed corporation, whereby any deviation from this principle shall be disclosed in the annual declaration of compliance. The supervisory board memberships of Board of Management members in joint ventures that fall within their areas of responsibility are not considered similar positions within the meaning of the requirements profile.

The requirements profile for the Board of Management otherwise remains unchanged. The aspects described above are to be taken into consideration when making Board of Management appointments. On the basis of a target profile that takes into account specific qualification requirements and the above-mentioned criteria, the Presidential Committee creates a shortlist of available candidates whom it interviews. It then recommends a candidate to the Supervisory Board for its approval and includes an explanation of its recommendation. Decisions regarding appointments to the Board of Management are always governed by the Company’s interests under consideration of all circumstances in each individual case. In the Supervisory Board’s view, fundamental personal criteria that make a person suited for a Board of Management position include, in particular, the individual’s personality, integrity, credible leadership qualities, expertise for the division he or she will head, previous achievements, knowledge of the Company, and the ability to adapt business models and processes in a changing world.

In cooperation with the Board of Management, the Supervisory Board also ensures a long-term succession plan for the Board of Management, for which it takes the requirements profile and the individual circumstances into account. The Supervisory Board’s Presidential Committee regularly holds discussions about the Company’s talented and extraordinary leaders. In doing so, it discusses the duration of the contracts of current Board of Management members and the possibility of extending them as well as potential successors. Executives at the management level below the Board of Management and people of especially high potential are evaluated on the basis of an analysis of potential and the criteria of the requirements profile. The next development steps are then discussed and defined in cooperation with the Board of Management. The successor planning process also includes a regular report from the Board of Management regarding the proportion and development of the women managers, particularly with regard to the first and second management levels below that of the Board of Management. The Board of Management has to recommend a sufficient number of candidates to the Supervisory Board. Daimler AG wishes to primarily fill Board of Management positions with managers that have risen within the Company. Despite this, it also evaluates potential external candidates for specific cases with the help of external human resources consultants and considers them in the selection procedure.

Supervisory Board

The Supervisory Board is to be composed so that its members together are knowledgeable about the business sector in which the Company operates.

The requirements profile for the Supervisory Board of Daimler AG also aims at a Supervisory Board as diverse and mutually complementary as possible. The Supervisory Board as a whole shall understand the Company’s business model and also possess the knowledge, skills and experience needed to properly execute its task of supervising and advising the Board of Management, in particular specialized knowledge in the areas of finance, accounting, annual audits, risk management, methods of internal control and compliance. In general, the members of the Supervisory Board should complement one another with regard to their specialist knowledge and professional experience in such a manner as to ensure that the Supervisory Board can utilize the most broadly based wealth of experience and expertise possible when making decisions. The Supervisory Board also views the diversity of its members in terms of age, gender, internationality and other personal attributes as an important foundation for effective cooperation. The foundation for Supervisory Board decisions regarding proposals on candidates for election at the Shareholders’ Meeting is always the Company’s interests under consideration of all circumstances in each individual case.

During the reporting period, the requirements profile for the Supervisory Board included the following aspects in particular:

  • The members of the Supervisory Board should have different educational and professional backgrounds. At least five members should have completed a vocational technical training or education program or possess specific technological knowledge in fields such as information technology (including digitalization), chemistry, mechanical engineering or electrical engineering. Decisions related to the composition of the Supervisory Board should also take into account the fact that it may be necessary for members to obtain new skills and knowledge in order to be able to address product and market developments. Irrespective of the specific knowledge in the above-mentioned areas acquired by many members of the Supervisory Board in other functions, as of December 31, 2020, Marie Wieck, Dr. Jürgen Hambrecht, Dr. Bernd Pischetsrieder, Dr. Frank Weber and Roman Zitzelsberger (three shareholder representatives and two employee representatives) had relevant university degrees, while another three employee representatives had completed vocational training in the above-mentioned fields or similar areas.
  • The gender composition of the Supervisory Board meets the legal requirement stipulating that at least 30 % of the members of the Supervisory Board must be women and at least 30 % must be men. As of December 31, 2020, the Supervisory Board had three women who represent shareholders and three women who represent employees. The proportion of women is thus 30 % among the shareholder representatives, the employee representatives and the Supervisory Board as a whole.
  • Candidates for election to the Supervisory Board who are to hold the position for a full term of office should generally not be over the age of 72 at the time of the election. In specifying this age limit, the Supervisory Board has intentionally refrained from stipulating a strict upper age limit and instead decided in favor of a flexible general limit that leaves scope to appropriately assess each individual case, keeps the range of potential Supervisory Board candidates sufficiently broad and allows reelection. In deciding to propose Dr. Manfred Bischoff for reelection as a shareholder representative on the Supervisory Board at the Shareholders’ Meeting in 2016, it made use of this scope after careful consideration and proper assessment. All other members of the Supervisory Board during the reporting period, and the candidates who are to be proposed for election at the 2021 Annual Shareholders’ Meeting, will not have reached the age limit at the time of their election.
  • A sufficient generational mix among Supervisory Board members is also to be taken into account in appointment decisions. At least eight members of the Supervisory Board should be no older than 62 years of age at the time of their election or reelection. As of December 31, 2020, all members of the Supervisory Board except Sari Baldauf, Petraea Heynike, Dr. Manfred Bischoff, Dr. Clemens Börsig, Dr. Jürgen Hambrecht and Dr. Bernd Pischetsrieder (i.e. 14 members) were 62 or younger when they were elected to their current term. None of the three candidates who are to be proposed for election at the 2021 Annual Shareholders’ Meeting will be older than 62 years of age at the time the election takes place on March 31, 2021.
  • In order to ensure sufficient internationality, for example by means of many years of international experience, the Supervisory Board has set a target of a proportion of at least 30 % of international members representing the shareholders and the resulting proportion of at least 15 % of the entire Supervisory Board. Irrespective of the many years of international experience of a large majority of the shareholder representatives on the Supervisory Board, this target was overachieved as of December 31, 2020, with 25 % for the entire Supervisory Board due to the international origins of Bader Al Saad, Sari Baldauf, Petraea Heynike and Marie Wieck on the shareholders’ side (40 %) and Raymond Curry on the employees’ side.
  • At least half of the members of the Supervisory Board representing the shareholders should have
    • neither an advisory nor a board function for a customer, supplier, creditor or other third party,
    • nor a business or personal relationship with the company or its boards,
    whose specific form could cause a conflict of interest.

    Under the premise that the performance of Supervisory Board duties as an employee representative does not by itself constitute a potential conflict of interest, the requirements described here are deemed to be met by at least 15 members of the Supervisory Board.

    As described in the »Report of the Supervisory Board«, certain individual Supervisory Board members did not participate in deliberations on certain specific agenda items during the reporting period in order to avoid the appearance of potential conflicts of interest in particular situations. Sari Baldauf, for example, did not participate in discussions relating to the patent disputes between Daimler and Nokia. In addition, Dr. Bernd Pischetsrieder and Dr. Jürgen Hambrecht took highly precautionary measures to avoid potential conflicts of interest by not participating in several meetings that addressed legal proceedings relating to diesel exhaust gas emissions. As a result, in the case of at least half of the shareholder representatives on the Supervisory Board, all of the employee representatives, and thus at least 15 members of the entire Supervisory Board, there were no indications of potential conflicts of interest during the reporting period based on the premise described above.
  • In order to ensure the independent advice to, and supervision of, the Board of Management by the Supervisory Board, more than half of the members of the Supervisory Board representing the shareholders are to be independent as defined by the German Corporate Governance Code. The Supervisory Board may not include more than two former members of the Board of Management of Daimler AG or anyone who is a member of a board of, or advises, a significant competitor of the Daimler Group. Under the premise that the performance of Supervisory Board duties as an employee representative does not in itself call into question the independence of such an employee representative in this sense, at least 15 members of the Supervisory Board are also deemed to be independent.

    The Supervisory Board itself, or the shareholder representatives themselves, are responsible for assessing the independence of Supervisory Board members. Based on information that is known today, there are, in the view of the shareholder representatives, no indications for any members of the Supervisory Board representing the shareholders that relevant personal or business relationships or circumstances exist, in particular with the Company, members of the Board of Management or other Supervisory Board members, that could be construed as a substantial and permanent conflict of interest that would compromise the independence of a shareholder representative. In the view of the Supervisory Board and under the premise described above with regard to employee representatives, this assessment also applies to all Supervisory Board members representing the employees. No member of the Supervisory Board is a member of a board of, or advises, a significant competitor. The Chairman of the Supervisory Board, Dr. Manfred Bischoff, is a former member of the Board of Management.

    In the final analysis, the independence of Supervisory Board member Bader Al Saad is not compromised by his membership of the Executive Committee of the Board of Directors of the Kuwait Investment Authority. The Kuwait Investment Authority is not a controlling shareholder of Daimler AG that could attain an effective majority at an Annual Shareholders’ Meeting. No other discernible circumstances exist that might call into question the independence of Bader Al Saad. The mandate of Supervisory Board member Roman Zitzelsberger as a member and as the Deputy Chairman of the codetermined Supervisory Board of ZF Friedrichshafen AG, a significant supplier to the Daimler Group, cannot per se give rise to a substantial and not merely temporary conflict of interest. On the one hand, this is not an executive, but rather a non-executive mandate. On the other, the Deputy Chairman of the Supervisory Board of a codetermined company does not have the right of the Chairman of the Supervisory Board to a casting vote in the event of a tie and renewed voting even in the absence of the Chairman.

    The new recommendations in the German Corporate Governance Code in the version dated December 16, 2019 regarding the independence of members of supervisory boards went into effect on March 20, 2020. According to these recommendations, the Supervisory Board should, while also taking the ownership structure into consideration, include what the shareholder representatives believe to be an adequate number of independent shareholder representatives as members of the Supervisory Board. Within the meaning of the German Corporate Governance Code, a Supervisory Board member is to be considered independent if he or she is independent of the Company and its Board of Management and of any controlling shareholder, whereby Daimler AG has no controlling shareholder. Another new rule states that the recommendations contained in Code 2019 regarding the independence of members of codetermined supervisory boards only apply to shareholder representatives.

    The new Code recommends that more than half of the members of the Supervisory Board representing the shareholders are to be independent of the Company and its Board of Management — and these members must always include the Chairman of the Supervisory Board, the Chairman of the Audit Committee and the Chairman of the committee that makes decisions regarding remuneration for the Board of Management. Within the meaning of this recommendation, a Supervisory Board member is to be considered independent if he or she has no personal or business relationship with the Company or its Board of Management that may cause a substantial and not merely temporary conflict of interest. It is up to the shareholders’ side of the Supervisory Board to assess the independence of members on the shareholders’ side. Four indicators of a possible lack of independence are to be considered here: membership of the Board of Management within a period of two years prior to the appointment as a member of the Supervisory Board; a material business relationship with the Company or an enterprise dependent upon it — e.g. as a customer, supplier, creditor or advisor; a close family relationship with a member of the Board of Management; membership in the Supervisory Board for more than twelve years. All criteria here apply to both Supervisory Board members themselves and to members of their immediate families. At the same time, the shareholders’ side is expressly granted the right to consider a Supervisory Board member independent if one or even multiple indicators apply. However, this view of the Supervisory Board member as independent must be justified in the Declaration on Corporate Governance.

    The shareholder representatives on the Supervisory Board of Daimler AG have concluded that as of December 31, 2020, all members of the Supervisory Board representing the shareholders were independent of Daimler AG and its Board of Management This includes the Chairman of the Supervisory Board, who is also the Chairman of the Presidential Committee, which at Daimler AG addresses issues including those relating to remuneration for the Board of Management, and the Chairman of the Audit Committee.

    Even under consideration of the indicators used in the new Corporate Governance Code 2019, no Supervisory Board member representing the shareholders has a personal or business relationship with Daimler AG or its Board of Management that may cause a substantial and not merely temporary conflict of interest. The patent dispute between Daimler and Nokia does not represent a set of circumstances that might cause a substantial and not merely temporary conflict of interest for Sari Baldauf, nor is this the case with regard to the past memberships of Dr. Jürgen Hambrecht or Dr. Bernd Pischetsrieder. Joe Kaeser and Timotheus Höttges, as the CEOs of Siemens AG and Deutsche Telekom AG, respectively, do not have in their capacity as CEO any material business relationship with Daimler AG or an enterprise dependent upon Daimler AG, within the meaning of the German Corporate Governance Code. The volume of goods/services procured by Daimler from Siemens and Deutsche Telekom is very low.

    The Chairman of the Supervisory Board, Dr. Manfred Bischoff, and the Chairman of the Audit Committee, Dr. Clemens Börsig, as well as Dr. Jürgen Hambrecht and Sari Baldauf have been members of the Supervisory Board for more than 12 years. However, these Supervisory Board members also consistently maintain the required critical distance from the Company and its Board of Management and employ the clear, vigilant and critical approach required for their supervision of the Board of Management. All four of these members’ administration of their offices has demonstrated that they perform their duties and carry out their various functions on the Supervisory Board’s committees in an exemplary manner. In addition, their many years of experience and expertise are of crucial importance for ensuring that the Supervisory Board can effectively serve as a critical monitor of, and key and trusted advisor to, the Board of Management. This is especially true with regard to Dr. Manfred Bischoff in his capacity as Chairman of the Supervisory Board, and thus the primary contact for the Board of Management as well, and to Dr. Clemens Börsig in his capacity as Chairman of the Audit Committee and Chairman of the Legal Affairs Committee. The experience and knowledge of the Company they bring to the prominent positions they hold ensure stability and reliability. The Supervisory Board believes that the stability and reliability of measures taken to supervise and advise the Board of Management represent an important component for ensuring the sustained success of the Company, particularly in the current economic environment, which is making the extensive transformation of the automotive industry an even more difficult process. In conclusion, for these reasons, in the view of the shareholder representatives, all members of the Supervisory Board representing the shareholders — i.e. Dr. Manfred Bischoff, Bader M. Al Saad, Sari Baldauf, Dr. Clemens Börsig, Dr. Jürgen Hambrecht, Petraea Heynike, Timotheus Höttges, Joe Kaeser, Dr. Bernd Pischetsrieder and Marie Wieck — are to be considered independent.
  • In accordance with the previous requirements profile, only candidates who have not yet been members of the Supervisory Board for three full terms of office at the time of their election should generally be nominated for membership of the Supervisory Board for a full term of office. This general length of service on the Supervisory Board has not been exceeded by any current member. The indicator of a possible lack of independence due to membership of the Supervisory Board for more than twelve years that was introduced in the new German Corporate Governance Code (Code 2019), and with regard to which the members of the Supervisory Board representing the shareholders may take a different view, is taken into account in the updated requirements profile, with effect from January 1, 2021.
  • Candidates for membership of the Supervisory Board and members of the Supervisory Board must have sufficient time available to perform their duties. They must also be willing and able to dedicate themselves to their tasks and to participate in all courses of training and further training that might be necessary for the performance of their tasks.
  • In accordance with the previous requirements profile and the German Corporate Governance Code in the version dated February 7, 2017, no member of the Supervisory Board who is also a member of the board of management of a listed company may hold more than three memberships of supervisory boards of listed companies (including his or her membership of the Supervisory Board of Daimler AG) or of supervisory bodies of other companies with similar requirements outside of the group of his or her board of management membership. In accordance with the requirements profile, membership of two supervisory boards within the Daimler Group is not taken into account. In light of this, with regard to the additional memberships of Joe Kaeser, a deviation from the recommendation in the Code (2017) that serves as the basis for defining the maximum number of memberships of the requirements profile, as well as a deviation from the stricter maximum number of memberships recommended in the new Code (2019), were nevertheless disclosed and explained in the declaration of compliance from December 2020. The updated requirements profile, which went into effect on January 1, 2021, takes into account the stricter recommendation in the new Code (2019).
  • In accordance with the previous requirements profile, members of the Supervisory Board who are not also members of the board of management of a listed company shall generally be permitted membership on a maximum of eight supervisory boards (including that of Daimler AG), whereby chairmanship of a supervisory board counts double. This maximum number was not exceeded by any member of the Supervisory Board during the reporting period. Nonetheless, a deviation from the maximum number of memberships for supervisory board members who are not members of the board of a listed corporation recommended in the new Code (2019) was disclosed and explained in the declaration of compliance from December 2020. Pursuant to the Code (2019) such supervisory board members shall not accept more than five memberships of supervisory boards of non-Group listed corporations or comparable positions, whereby chairmanship of a supervisory board counts double.

The Supervisory Board has made adjustments to three aspects of the requirements profile for members of the Supervisory Board, with effect from January 1, 2021:

  • Independence: Conditional upon the disclosure of a deviation in the declaration of compliance pursuant to Section 161 of the German Stock Corporation Act (AktG), more than half of the members of the Supervisory Board representing the shareholders are to be independent of the Company and its Board of Management; the provision regarding an adequate number of members without any potential conflict of interest no longer applies, nor does the provision regarding an adequate number of independent members in relation to the Supervisory Board as a whole.
  • General limit on length of service: Candidates for (re)election to the Supervisory Board should generally not have already served on the Supervisory Board for 12 years.
  • Maximum number of memberships: Members of the boards of management of listed companies shall generally not accept more than a total of two supervisory board memberships in non-group listed corporations (including their membership of the Supervisory Board of Daimler AG) or similar positions, nor should they accept a position as chairman of the supervisory board of a non-group listed corporation, whereby any deviation from this principle must be disclosed in the annual declaration of compliance pursuant to Section 161 of the German Stock Corporation Act (AktG); other members of the Supervisory Board shall generally not accept more than a total of five supervisory board memberships in non-group listed corporations (including their membership on the Supervisory Board of Daimler AG) or similar positions, whereby chairmanship of a supervisory board counts double. For the purposes of the requirements profile, membership of Daimler AG Supervisory Board members on two supervisory bodies within the Daimler Group is still not taken into account.

The requirements profile otherwise remains unchanged.

Proposals by the Supervisory Board of candidates for election by the Shareholders’ Meeting as Supervisory Board members representing the shareholders of Daimler AG, for which the Nomination Committee makes recommendations, shall take into consideration the aspects described above and aim at fulfilling the overall requirements profile for the Supervisory Board as a whole. On the basis of a target profile that takes into account specific qualification requirements and the above-mentioned criteria, the Nomination Committee creates a shortlist of available candidates with whom it conducts structured discussions in which it also determines whether the candidate in question will have sufficient time available to perform his or her duties on the Supervisory Board with due care. The Nomination Committee then recommends a candidate to the Supervisory Board for its approval and includes an explanation of its recommendation. The foundation for Supervisory Board decisions regarding proposals on candidates for election at the Shareholders’ Meeting is always the Company’s interests under consideration of all circumstances in each individual case.

The Supervisory Board candidates Elizabeth Centoni, Ben van Beurden and Dr. Martin Brudermüller will be nominated for election at the Annual Shareholders’ Meeting 2021 for the first time. These candidates fulfill and strengthen the requirements profile of the Supervisory Board.

Elizabeth Centoni, Senior Vice President Strategy and Emerging Technology & Incubation of Cisco Systems, has a bachelor’s degree in chemistry as well as many years of experience with software services, cloud computing and the Internet of Things. Ben van Beurden, Chief Executive Officer of Royal Dutch Shell plc, has a master’s degree in chemical engineering and Dr. Martin Brudermüller, Board of Management Chairman of BASF SE, has a Ph.D. in chemistry. The target of five Supervisory Board members who have a technical background or specific technological expertise that has been more than met to date would thus be exceeded to an even greater extent if the nominated candidates were elected. Moreover, the election of Elizabeth Centoni would ensure that the legally required proportion of women (30 %) would be met. All of the candidates are younger than 62 and have many years of international experience. In addition, Elizabeth Centoni and Ben van Beurden come from a country other than Germany. Should the candidates be elected, the target of 30 % international shareholder representatives would be exceeded even more than it already is.

The nominated candidates occupy high-level positions at other companies. Daimler has relations with almost all of these companies as part of its usual business operations. All of the nominated candidates are independent of the Company and its Board of Management. None of them has a personal or business relationship with the Company, one of its dependent enterprises or its Board of Management (e.g. as a customer, supplier, creditor or consultant) that may cause a substantial and not merely temporary conflict of interest. Ben van Beurden and Dr. Martin Brudermüller serve as the Chief Executive Officer or the Board of Management Chairman of a listed company. Besides the intended membership in the Supervisory Board of Daimler AG, neither of them is a member of a supervisory board at a non-Group listed company or holds a similar position. In addition to being Senior Vice President of the listed company Cisco Systems Inc, Elizabeth Centoni is a member of the Board of Directors of the listed company Ingersoll Rand Inc. However, she does not hold any other comparable positions beyond the intended membership in the Supervisory Board of Daimler AG. As a result, all of the candidates have fewer board memberships than the maximum number given in the requirements profile. The Supervisory Board has also determined that all of the candidates for membership in the Supervisory Board of Daimler AG have sufficient time available to perform their duties and are willing and able to dedicate themselves to their tasks and to participate in all courses of training and further training that might be necessary for the performance of their tasks.

The terms of the shareholder representatives on the Supervisory Board of Daimler AG end at different times (“staggered board”). The Annual Shareholders’ Meeting elects one or more shareholder representatives each year. Having a staggered board enables the composition of the Supervisory Board to be more flexibly adapted to a changing environment. Moreover, it makes it easier to find suitable candidates because all of the shareholder representatives do not have to be elected during a single Annual Shareholders’ Meeting.

The Supervisory Board’s Nomination Committee regularly determines which memberships end at which time and whether the respective members come into question for a further term in line with the aforementioned criteria and are also willing to do so. In its search for new candidates, the Nomination Committee also avails itself of independent external human resources consulting services.

Germany’s law on the equal participation of women and men in executive positions
Shareholders and the Shareholders’ Meeting