Annual Report 2016

The main principles applied in our corporate governance


German Corporate Governance Code

With the exceptions disclosed and justified in the declaration of compliance, Daimler AG has followed and continues to follow the recommendations of the German Corporate Governance Code beyond the legal requirements of German securities, codetermination and capital market legislation. Daimler AG has followed and continues to follow the suggestions of the Code with just one exception: Deviating from the suggestion in Clause 2.3.3, which stipulates that companies should enable shareholders to view the Annual Shareholders’ Meeting with modern communications media such as the Internet, the Annual Shareholders’ Meeting is not transmitted in its entirety on the Internet, but only until the end of the report by the Board of Management, in order to protect the character of the Annual Shareholders’ Meeting as a meeting attended by our shareholders in person. An additional factor is that continuing the broadcast after that point, in particular broadcasting comments made by individual shareholders, could impair the discussion between shareholders and management.

The principles guiding our conduct

Our business conduct is based on Group-wide standards that go beyond the requirements of relevant legislation and the German Corporate Governance Code. These standards are based on the four company values integrity, respect, passion and discipline. If we are to achieve viable and thus sustainable business success on this basis, our activities must also be in harmony with the environment and society. This is in fact the only way to ensure that we as one of the world’s leading automakers can remain a leader in sustainability as well. We have defined the most important principles in our Integrity Code, which serves as a frame of reference for compliant and ethical conduct in everyday activities for all employees at Daimler AG and the Group.

Integrity Code

Our Integrity Code is based on a shared understanding of values, which we developed together with Daimler employees. The Code defines our principles of behavior. This applies to interpersonal conduct within the company as well as conduct toward customers and business partners. Fairness, responsibility and compliance with laws are among the key principles in this context. In addition to general principles of behavior, the Code includes requirements and regulations concerning the protection of human rights and the handling of conflicts of interest. It also prohibits all forms of corruption. The Integrity Code is an integral part of every employment contract and applies to all employees at Daimler AG and the Group. The Integrity Code is available on the Internet at daimler.com/dai/caag

We have also agreed on “Principles of Social Responsibility” with the World Employee Committee. They are binding for Daimler AG and the Group as a whole. In the “Principles of Social Responsibility,” Daimler commits itself to the principles of the UN Global Compact and thus to internationally recognized human and workers’ rights, such as the prohibition of child labor and forced labor, as well as freedom of association and sustainable protection of the environment. Daimler also commits itself to guaranteeing equal opportunities and adhering to the principle of “equal pay for equal work.”

Expectations for our business partners

We also require our business partners to adhere to compliance stipulations because we regard our business partners’ integrity and behavior in conformity with regulations as an indispensable prerequisite for trusting cooperation. When selecting our direct business partners, we therefore ensure that they comply with the law and follow ethical principles. For the expectations we place on our business partners, see also daimler.com/sus/obr.

Risk management at the Group

Daimler has a risk management system commensurate with its size and position as a company with global operations. The risk management system is one component of the overall planning, controlling and reporting process. Its goal is to enable the company’s management to recognize significant risks at an early stage and to initiate appropriate countermeasures in a timely manner. At least once a year, the Audit Committee discusses the effectiveness and functionality of the risk management system with the Board of Management. The Chairman of the Audit Committee reports to the Supervisory Board on the committees’ work at the latest in the meeting of the Supervisory Board following each committee meeting. The Supervisory Board also deals with the risk management system with regard to the approval of the operational planning and the audit of the company and consolidated financial statements. In addition, the Board of Management regularly informs the Audit Committee and the Supervisory Board of the most important risks facing the company and the Group as a whole. The Chairman of the Supervisory Board has regular contacts between Supervisory Board meetings with the Board of Management, and in particular with the Chairman of the Board of Management, to discuss not only the Group’s strategy and business development, but also the issue of risk management. The Internal Auditing department monitors adherence to the legal framework and Group standards by means of targeted audits and initiates appropriate actions as required.

Accounting policies

The consolidated financial statements of the Daimler Group are prepared in accordance with the International Financial Reporting Standards (IFRS), as adopted by the European Union, and with the supplementary standards to be applied according to Section 315a Subsection 1 of the German Commercial Code (HGB). Details of the IFRS are provided in this Annual Report in the Consolidated Financial Statements. The annual financial statements of Daimler AG, which is the parent company, are prepared in accordance with the accounting standards of the German Commercial Code (HGB). Both sets of financial statements are audited by a firm of accountants elected by the Annual Shareholders’ Meeting to conduct the external audit.

Interim reports for the Daimler Group are prepared in accordance with IFRS for interim reporting, as adopted by the European Union, as well as with the applicable provisions of the German Securities Trading Act (WpHG). Interim financial reports are reviewed by the external auditors elected by the Annual Shareholders’ Meeting.

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Composition and mode of operation of the Board of Management and the Supervisory Board
Declaration on Corporate Governance, Corporate Governance Report