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190 D | CORPORATE GOVERNANCE | CORPORATE GOVERNANCE REPORT
Supervisory Board
In accordance with the German Codetermination Act (MitbestG),
the Supervisory Board of Daimler AG comprises 20 members.
Half of them are elected by the shareholders at the Annual
Shareholders’ Meeting. The other half comprises members
who are elected by the Company’s employees who work in
Germany. The members representing the shareholders and
the members representing the employees are equally obliged
by law to act in the Company’s best interests.
Information on the individual members of the Supervisory
Board is available on the Internet at w daimler.com/dai/
supervisoryboard and on E pages 54 f of this Annual Report.
The Supervisory Board is to be composed so that its members
together dispose of the knowledge, skills and specialist
experience that are required for the proper execution of their
tasks. Proposals by the Supervisory Board of candidates
for election by the Annual Shareholders’ Meeting as members
representing the shareholders of Daimler AG, for which the
Nomination Committee makes recommendations, take into
consideration not only the requirements of applicable law,
the Articles of Incorporation and the German Corporate Gover-
nance Code, but also a list of criteria of qualifications and
experience. They include, for example, market knowledge in
the regions particularly important to Daimler, expertise in
the management of technologies and experience in certain
management functions. Other important conditions for pro-
ductive work in the Supervisory Board and for being able to
properly supervise and advise the Board of Management
are the members’ personality and integrity, as well as individual
diversity with regard to age, internationality, gender and
other personal characteristics.
In addition to Germany’s new legal requirements for equal par-
ticipation by women and men in executive positions, the
Supervisory Board has also taken the recommendations of
the German Corporate Governance Code into account
with regard to the Board’s composition and has therefore
set itself the following goals:
– In order to ensure sufficient internationality, for example
through many years of international experience, the Supervi-
sory Board has set a target of a proportion of at least 30%
of international members representing the shareholders, and
the resulting proportion of the entire Supervisory Board of
at least 15%. Irrespective of the many years of international
experience of a great majority of the members representing
the shareholders, this target is currently significantly over-
achieved due to the international origins of Dr. Paul Achleitner,
Sari Baldauf, Petraea Heynike and Andrea Jung on the share-
holders’ side (40%) and Valter Sanches on the employees’
entire Supervisory Board.
– At least half of the members of the Supervisory Board
representing the shareholders should have
· neither an advisory nor a board function for a customer,
supplier, creditor, or other third party nor
· a business or personal relationship to the Company
or its boards
whose specific details could cause a conflict of interests.
During the reporting period, there were no instances of an
actual or a potential conflict of interest that might have affected
a shareholder representative on the Supervisory Board.
The Board of Management has also given itself a set of rules
of procedure, which can be viewed on our website at
w
daimler.com/dai/rop. Those rules describe, for example,
the procedure to be observed when passing resolutions
and ways to avoid conflicts of interest.
The Board of Management has not formed any committees.
The Board of Management has committed to diversity manage-
ment as a strategic factor of success that safeguards the
future of the company, with the signed statement: “Promote
diversity. Create links. Shape the future.”
The targeted advancement of women had been a key area of
action of Daimler’s diversity management even before Ger-
many’s law on the equal participation of women and men in
executive positions came into force. Among other things,
the Company promotes this goal with flexible working-time
arrangements, company-owned daycare centers and special
mentoring programs. To meet the new legal requirements, the
Board of Management has defined targets and deadlines for
the proportion of women at the two management levels below
the Board of Management. The details are described in a sepa-
rate section. Independently of the legal requirements, Daimler
continues to affirm the goal it already set itself in 2006 of
increasing the proportion of women in executive positions at
the Group to 20% by 2020. At the end of 2015, this proportion
amounted to about 15% (2014: 14.1%).
When making appointments to executive positions at the
Group, the Board of Management also gives due consideration
to age and internationality. The management of teams with a
varied makeup requires a conscious approach to the teams’
inherent diversity. A key element of our approach here is there-
fore to make executives more aware of the importance of
diversity. For this purpose, we also use mentoring programs,
communication activities, conferences, workshops and
e-learning tools. By continually addressing diversity manage-
ment issues, we help to further develop our corporate culture.