Declaration on Corporate Governance,  Corporate Governance Report

The Declaration on Corporate Governance pursuant to Section 289f and Section 315d 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/dcgc. Pursuant to Section 317 Subsection 2 Sentence 6 of the German Commercial Code (HGB), the purpose of the audit of the statements pursuant to Section 289f Subsections 2 and 5 and Section 315d of the HGB is limited to determining whether such statements have actually been provided.

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

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 Clause 5.4.5 Paragraph 1 Sentence 2 (maximum number of supervisory board memberships for members of the management board of a listed corporation) and will continue to observe the recommendations with the aforesaid deviations. Since the issuance of the updated compliance declaration in September 2019, Daimler AG has observed the recommendations of the German Corporate Governance Code, with the two aforementioned exceptions.

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 times 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.

Maximum number of supervisory board memberships for members of the management board of a listed corporation (Clause 5.4.5 Paragraph 1 Sentence 2) 

In accordance with this recommendation, 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. Whether the number of supervisory board memberships held by a member of the management board of a listed corporation 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 for a member of a management board as a result of the total number of memberships held does not necessarily increase in proportion to their number.

Stuttgart, December 2019

For the Supervisory Board
Dr. Manfred Bischoff
Chairman
For the Board of Management
Ola Källenius
Chairman

 

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/dcgc.

 

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Corporate Governance Report
Report of the Audit Committee