Daimler Annual Report 2011 - Alle jaarverslagen

Corporate governance
Full information on the subject of corporate governance
at Daimler is provided in the Corporate Governance section
of this Annual Report on pages 156 ff.
Corporate governance statement. The Corporate Governance
Report to be issued pursuant to Section 289a of the German
Commercial Code (HGB) is a constituent part of this combined
Management Report for Daimler AG and the Daimler Group
and can be seen on the Internet at www.daimler.com/corpgov/
en. Pursuant to Section 317 Subsection 2 Sentence 3 of the
HGB, the contents of the statement pursuant to Section 289a
of the HGB are not included in the audit carried out by the
external auditors.
Remuneration Report. A description of the system of remuneration
and the individualized details of the remuneration of
the members of the Board of Management and the members
of the Supervisory Board are provided in the Remuneration
Report on pages 161 ff. That report is also a constituent part
of the combined Management Report.
Information and explanation relevant to acquisitions
(Report pursuant to Section 315 Subsection 4 and Section
289 Subsection 4 of the German Commercial Code (HGB))
Management; appointment and dismissal of members
of the Board of Management. Daimler AG is a stock corporation
domiciled in Germany. It is managed by a Board of
Management, whose members are authorized to represent it
vis-à-vis third parties. If the Board of Management has several
members, all members are only authorized to represent the
corporation jointly unless otherwise prescribed in the Articles
of Incorporation. However, the Articles of Incorporation of
Daimler AG prescribe that the Board of Management must
have at least two members and that the corporation is represented
by two members of the Board of Management or by
one member of the Board of Management together with a fully
authorized officer of the corporation. Members of the Board
of Management are appointed and dismissed on the basis of
Sections 84 and 85 of the German Stock Corporation Act
(AktG) and Section 31 of the German Codetermination Act
(MitbestG). In accordance with Section 84 of the German
Stock Corporation Act, the members of the Board of Management
are appointed by the Supervisory Board for a maximum
period of office of five years. However, the Supervisory Board
of Daimler AG has decided generally to limit the initial appointment
of members of the Board of Management to three years.
Reappointment or the extension of a period of office is
permissible, in each case for a maximum of five years. This
requires another resolution by the Supervisory Board, which
can be passed at the earliest one year before the expiry of the
current period of office. The Supervisory Board appoints one
of the members of the Board of Management as the Chairman
of the Board of Management. In exceptional cases, a member
of the Board of Management can be appointed by the court in
accordance with Section 85 of the German Stock Corporation
Act. The Supervisory Board can revoke the appointment of
a member of the Board of Management and of the Chairman
of the Board of Management if there is an important reason
to do so.
Purpose of the Company; amendments to the Articles of
Incorporation. The general purpose for which the Company is
organized is defined in Article 2 of the Articles of Incorporation.
Pursuant to Section 179 of the German Stock Corporation
Act (AktG), the Articles of Incorporation can only be amended
by a resolution of a Shareholders’ Meeting. In accordance
with Section 133 of the German Stock Corporation Act and
Article 16 Paragraph 1 of the Articles of Incorporation, resolutions
of a Shareholders’ Meeting are passed with a simple
majority of the votes cast, unless otherwise required by
binding provisions of applicable law, and with a simple majority
of the share capital represented at the Shareholders’ Meeting
if this be required. Pursuant to Section 179 Subsection 2 of the
German Stock Corporation Act, any amendment to the purpose
of the Company requires a 75% majority of the share
capital represented at the Shareholders’ Meeting. Amendments
to the Articles of Incorporation that only affect the
wording can be decided upon by the Supervisory Board in
accordance with Article 7 Paragraph 2 of the Articles of Incorporation.
Pursuant to Section 181 Subsection 3 of the
German Stock Corporation Act, amendments to the Articles
of Incorporation take effect upon being entered in the
Commercial Register.
Share capital. The share capital of Daimler AG amounts to
approximately €3,060 million at December 31, 2011. It is
divided into 1,066,345,732 registered shares of no par value.
All shares confer equal rights to their holders. Each share
confers the right to one vote and, with the possible exception
of any new shares that are not yet entitled to a dividend,
to an equal share of the profits. The rights and obligations arising
from the shares are derived from the provisions of applicable
law. There were no treasury shares at December 31, 2011.
Restrictions on voting rights and on the transfer of shares.
The Company does not have any rights from treasury shares.
In the cases described in Section 136 of the German Stock
Corporation Act (AktG), the voting rights of treasury shares
are nullified by law. Shares acquired by employees within the
context of the employee share program may not be disposed
of until the end of the following year. Eligible participants in the
Performance Phantom Share Plans are obliged by the Plans’
terms and conditions and by the so-called Stock Ownership
Guidelines to acquire Daimler shares up to a defined volume
and to hold them for the duration of their employment at the
Daimler Group.
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