Declaration by the Board of Management and 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 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 2014, Daimler AG has observed the recommendations of the German Corporate Governance Code in the version dated June 24, 2014, published on September 30, 2014, 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 of 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 and in consideration of potential conflicts of interest to the appointments for the shareholders’ side in the light of the German Co-Determination Act and due to the lack of influence on the appointments for the employee side.
Daimler AG is in conformity with the new recommendation for a limit on the duration of membership in the Supervisory Board contained in Clause 5.4.1 Paragraph 2 of the new version of the German Corporate Governance Code, dated May 5, 2015, since the determination of such a limit with a Supervisory Board resolution dated December 9, 2015.
Stuttgart, December 2015
For the Supervisory Board For the Board of Management Dr. Manfred Bischoff Dr. Dieter Zetsche Chairman Chairman