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 by the Company’s Articles of Incorporation. The German Corporate Governance Code gives recommendations and makes suggestions for the details of this framework. These were neither altered nor supplemented during the year under review. The Government Commission for the German Corporate Governance Code merely refined in the Code appendix the description of the recommended sample charts for depicting board of management remuneration and then published this revised description in the German Federal Gazette on September 30, 2014.
There is no statutory duty to follow the standards contained in the recommendations and suggestions of the Code. However, according to the principle of comply or explain, the Board of Management and the Supervisory Board of Daimler AG are obliged by Section 161 of the German Stock Corporation Act (AktG) to make a declaration of compliance with regard to the recommendations of the German Corporate Governance Code and to disclose and justify any deviations from the Code’s recommendations. With the exceptions disclosed and justified in the declaration of compliance of December 2014, Daimler AG has followed and continues to follow the recommendations of the German Corporate Governance Code. The declaration of compliance is part of this Annual Report (see Declaration of Compliance) and can also be accessed on our website at www.daimler.com/dai/gcgc. Previous, no longer applicable declarations of compliance from the past five years, and the current German Corporate Governance Code are also available there.
Daimler AG has followed and continues to follow the suggestions of the Code with just one exception: Deviating from the suggestion in Clause 2.3.4, 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, in order to protect the character of the Annual Shareholders’ Meeting as a meeting attended by our shareholders in person. An additional factor is that continuing the broadcast after that point, in particular broadcasting comments made by individual shareholders, could impair the discussion between shareholders and management, and might also be construed as an unjustified infringement of shareholders’ 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 in the rules of procedure for shareholders’ meetings.
The principles guiding our conduct. Additional relevant principles of corporate governance that go beyond the legal requirements but are applied throughout the Group are our Standards of Business Conduct. They are composed of several documents and policies and are based on the company values of passion, respect, integrity and discipline. These standards serve as a frame of reference at Daimler that helps ensure behavior in conformance with applicable regulations and the principles of integrity.
Integrity Code. The Integrity Code defines the principles of behavior and guidelines for everyday conduct at Daimler. This applies to interpersonal conduct within the company as well as conduct toward customers and business partners. Fairness, responsibility and compliance with legislation are key principles in this context. The Integrity Code is based on a shared understanding of values, which was developed together with the Daimler employees. In addition to general principles of behavior, it includes requirements and regulations concerning the protection of human rights, dealing with conflicts of interest and preventing all forms of corruption.
The “Principles of Social Responsibility” also form 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 and workers’ rights, such as the prohibition of child labor and forced labor, as well as freedom of association and sustainable protection of the environment. Daimler also commits itself to guaranteeing equal opportunities and adhering to the principle of “equal pay for equal work.” The Integrity Code is available on the Internet at www.daimler.com/dai/iac.
Business Partner Brochure. For Daimler, ethical conduct is a prerequisite for trusting cooperation. We have formulated our ethical principles and the expectations we have of our business partners in the brochure “Ethical Business. Our Shared Responsibility.” More than 63,000 external partners have received the brochure worldwide — for example, all suppliers, joint-venture partners, dealers, and marketing and sponsoring partners. The Business Partner Brochure is also available on the Internet at www.daimler.com/dai/iac.