Declaration on Corporate Governance, Corporate Governance Report
The declaration on corporate governance pursuant to Section 289a and Section 315 Subsection 5 of the German Commercial Code (HGB) is part of the combined management report for Daimler AG and the Daimler Group. 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/corpgov_e. Pursuant to Section 317 Subsection 2 Sentence 4 of the German Commercial Code (HGB), the contents of the declaration pursuant to Section 289a and Section 315 Subsection 5 of the HGB are not included in the audit carried out by the external auditors.
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 by the Federal Ministry of Justice in the official section of the German Federal Gazette on June 12, 2015 in the Code version dated May 5, 2015, with the exception of Clause 3.8 Paragraph 3 (D & O insurance deductible for the Supervisory Board) and one deviation from Clause 5.4.1 Paragraph 2 (Specific objectives for the composition of the Supervisory Board), which was declared as a precautionary measure, and will continue to observe the recommendations with the aforesaid deviations. Since the issuance of the last compliance declaration in December 2015, 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 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 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.
Specific objectives for the composition of the Supervisory Board (Clause 5.4.1, Paragraph 2)
The Supervisory Board has limited its target objective for its composition regarding the number of independent members of the Supervisory Board, in consideration of potential conflicts of interest, to the appointments for the shareholders’ side, in the light of the German Codetermination Act and due to the lack of influence on the appointments for the employee side.
Stuttgart, December 2016
For the Supervisory Board For the Board of Management Dr. Manfred Bischoff Dr. Dieter Zetsche Chairman 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/gcgc.