Declaration of Corporate Governance pursuant to § 289 a HGB for the 2014 Financial Year
Relevant disclosures on management practices extending beyond the legal requirements
German Corporate Governance Code. The framework for the corporate governance of the company is provided by German law, in particular by the German Stock Corporation Act, the Co-Determination Act and capital market legislation, as well as by the Articles of Incorporation of Daimler AG. The German Corporate Governance Code provides recommendations and suggestions for the design of this framework, which were not amended or supplemented in the reporting year. The Government Commission for the German Corporate Governance Code has merely detailed the explanations of recommended template charts for the presentation of the Board of Management remuneration in the annexes to the Code, and published the revised version in the Federal Gazette on September 30, 2014.
There is no statutory duty to observe the standards contained in the recommendations and suggestions of the Code. However, in line with the principle of »comply or explain« , according to § 161 AktG the Board of Management and the Supervisory Board are obligated to issue an annual declaration of compliance with the recommendations of the German Corporate Governance Code and to disclose and justify any deviations from the Code recommendations. With the exception of the deviations named and justified in the compliance declaration of December 2014, Daimler AG has maintained continuous compliance with the recommendations of the German Corporate Governance Code. The compliance declaration is printed on p. 181 of the Annual Report and can be accessed via the Internet homepage of the 3 company under, where non-current compliance declarations of the last five years, as well as the current version of the German Corporate Governance Code, are also available.
Daimler AG has observed the suggestions of the current Code on a continuous basis with only one exception: In a departure from the suggestion in Clause 2.3.4, the Annual Meeting of the Shareholders is not transmitted on the Internet in its entirety but only until the end of the report of the Board of Management in order to protect the nature of the Annual Meeting as a physical assembly of our shareholders. Moreover, a more extensive transmission, in particular of shareholders’ statements, could impair the discussion between shareholders and management and be construed as an unjustified infringement of shareholders‘ personal sphere. In this context, the privacy rights of the shareholders are not automatically subordinated to the interests underlying the transmission. This is demonstrated by the legal requirement of the Articles of Incorporation or Rules of Procedure for the Annual Meeting of the Shareholders to justify the legitimacy of a full transmission.
Our principles of good conduct. Other standards of good corporate governance applied throughout our company, which extend beyond the legal requirements, are our standards of business conduct, which are codified in various documents and policies and are based on the corporate values of passion, respect, integrity and discipline. With these standards, Daimler AG has created the framework guidance for ethical conduct in conformity with the applicable laws and regulations.
Integrity Code. The Integrity Code defines the principles and guidelines for ethical conduct in the daily operations at Daimler AG. This applies to interpersonal conduct within the company as well as to conduct toward customers and business partners. Fairness, responsibility and observance of laws and rights are key principles in this respect. The Integrity Code is based on a shared understanding of values, which was developed jointly with employees. In addition to general principles of behavior, it also contains requirements and regulations concerning the protection of human rights, dealing with conflicts of interest and the prohibition of all forms of corruption.
The »Principles of Social Responsibility « are also a part of the Integrity Code and are binding for the entire Group. In them, Daimler AG pledges to observe the Principles of the UN Global Compact and thus also internationally recognized human and employee rights, such as the ban on child labor and forced labor, freedom of association and sustainable protection of the environment. In addition, Daimler AG pledges to observe equal opportunity and to comply with the principle of »equal pay for equal work «. The Integrity Code is available on the Internet under
Business Partner Brochure. For Daimler, ethical conduct is a basic prerequisite for trusting cooperation. Daimler AG explains its ethical principles and the associated expectations of its business partners in the brochure »Ethical Business. Our Shared Responsibility.« The brochure has been distributed to more than 63,000 external partners around the world – for example to all suppliers, joint venture partners, dealers, and marketing and sponsoring partners. The Business Partner Brochure is also available on the Internet under
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