Relevant disclosures concerning corporate practices extending beyond the statutory requirements
German Corporate Governance Code.
The legal framework for the corporate governance of Daimler AG is provided by German law, in particular the Stock Corporation Act (AktG), the Codetermination Act (MitbestG) and legislation concerning capital markets, as well as the Company’s Articles of Incorporation. The German Corporate Governance Code provides recom-mendations and makes suggestions for the details of this framework. There is no statutory duty to follow these standards. However, according the principle of »comply or explain« the Board of Management and the Supervisory Board of Daimler AG are obligated by § 161 AktG (German Stock Corporation Act) to issue a declaration of compliance concerning the recommendations of the German Corporate Governance Code and to disclose and justify any deviations from the recommendations of the Code. With the exceptions disclosed and justified in the Declaration of Compliance from December 2013, Daimler has followed and continues to follow the recommendations of the German Corporate Governance Code. The Declaration of Compliance is published on page 177 of the Annual Report and can be accessed on the company’s website under daimler.com/dai/dcgk
. Previous declarations of compliance from the last five years, which are no long applicable and the Corporate Governance Code are also available there.
Daimler AG has followed and continues to follow the suggestions of the Code as amended on May 13, 2013 with just one exception: Deviating from the suggestions in Clause 2.3.4 of the German Corporate Governance Code, 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. Continuing the broadcast after that point, in particular broadcasting comments made by individual shareholders, could be construed as an unjustified infringement of privacy rights. When considering this matter, the interests of transmission do not automatically take precedence over shareholders’ privacy rights. This is reflected by the statutory requirement for the entire transmission to have a legal basis in the Company’s Articles of Incorporation or Rules of Procedure for the Annual Meeting of the Shareholders.
Standards of Business Conduct. Other management practices applied throughout the Group, which extend beyond the legal requirements, are our Standards of Business Conduct. They comprise several documents and policies and are based on the corporate values of passion, respect, integrity and discipline. Two key elements of our Standards of Business Conduct are the »Integrity Code « and our »Business Partner Brochure«.
Integrity Code. The Integrity Code came into effect in 2012 and replaces the Code of Conduct that had been in existence since 1999. It defines the valid principles and guidelines for good conduct in daily operations and applies to interpersonal conduct within the company as well as to conduct towards customers and business partners. Fairness, responsibility, and compliance with the laws and rights are key principles in this context. The Integrity Code is based on a shared understanding of values that was developed jointly with the Daimler employees. In addition to general principles of good conduct it also includes requirements and regulations for the protection of human rights, dealing with conflicts of interest and prohibition of all forms of corruption.
The »Principles of Social Responsibility« are also a part of the Integrity Code. They are binding for the entire Group. In the principles of social responsibility, Daimler commits itself to the principles of the UN Global Compact and thus to internationally recognized human rights and workers’ rights such as the prohibition of child labor and forced labor, as well as freedom of association and sustainable environmental protection. In addition, Daimler also commits itself to guaranteeing equal opportunity and to observing the principle of »equal pay for equal work«. The Integrity Code is available on the Internet under daimler.com/dai/iuc
Business Partner Brochure.
Our brochure »Ethical Business – Our Shared Responsibility« was published in 2012. With reference to the »Global Compact« principles of the United Nations, it presents Daimler’s expectations concerning ethical conduct in business. Since then, more than 63,000 external partners worldwide have received the brochure, for example all suppliers, joint venture partners, dealers, marketing and sponsoring partners. The Business Partner Brochure is also available on the Internet under daimler.com/dai/iuc