Declaration on Corporate Governance, Corporate Governance Report
The declaration on corporate governance pursuant to Section 289 f and Section 315 d of the German Commercial Code (HGB) has been combined for Daimler AG and the Daimler Group as well as with the Corporate Governance Report. The following statements thus apply to Daimler AG and the Daimler Group insofar as not otherwise stated. The declaration on corporate governance, which is combined with the corporate governance report, can also be viewed on the Internet at daimler.com/dai/gcgc. Pursuant to Section 317 Subsection 2 Sentence 6 of the German Commercial Code (HGB), the purpose of the audit of the contents of the statements pursuant to Section 289 f Subsections 2 and 5 and Section 315 d of the HGB is limited to determining whether such statements have actually been provided
Declaration 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 Cod
Daimler AG satisfies the 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, with the exception of Clause 3.8 Paragraph 3 (D & O insurance deductible for the Supervisory Board) and will continue to observe the recommendations with the aforesaid deviation. Since the issuance of the last compliance declaration in December 2016, Daimler AG has observed the recommendations of the German Corporate Governance Code in the version dated May 5, 2015, published on June 12, 2015, with the aforementioned exception as well as with a deviation from Clause 5.4.1 Paragraph 2 (Specific objectives for the composition of the Supervisory Board) declared as a precautionary measure.
D&O insurance deductible for the Supervisory Board (Clause 3.8, Paragraph 3)
As in previous years, the Directors’ & Officers’ liability insurance (D&O insurance) also contains a provision for a deductible for the members of the Supervisory Board, which is appropriate in the view of Daimler AG. However, this deductible does not correspond to the legally required deductible for members of the Board of Management in the amount of at least 10 % of the damage up to at least one and a half of the fixed annual remuneration. Since the remuneration structure of the Supervisory Board is limited to function-related fixed remuneration without performance bonus components, setting a deductible for Supervisory Board members in the amount of 1.5 times the fixed annual remuneration would have a disproportionate economic impact when compared with the members of the Board of Management, whose compensation consists of fixed and performance bonus components.
The deviation from Clause 5.4.1 Paragraph 2, declared as precautionary measure in the compliance declaration dated December 2016, namely the specific objectives for the composition of the Supervisory Board has ceased to apply from December 2017. The Supervisory Board has set a target objective for its composition regarding the number of independent members of the Supervisory Board and in consideration of potential conflicts of interest no longer to the appointments for the shareholders’ side only, but in the light of the German Co-Determination Act also for the entire Supervisory Board.
Stuttgart, December 2017
|For the Supervisory Board |
Dr. Manfred Bischoff
|For the Board of Management |
Dr. Dieter Zetsche
This declaration and previous, no longer applicable, declarations of compliance from the past five years are also available at our website at daimler.com/dai/gcgc.