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 gives recommendations and makes suggestions for the details of this framework. There is no statutory duty to follow these standards. But 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 – not with regard to the suggestions – 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 2012, Daimler AG has followed and continues to follow the recommendations of the German Corporate Governance Code. The Corporate Governance Code and the declaration of compliance can be accessed on our website at daimler.com/dai/gcgc. Previous, no longer applicable, declarations of compliance from the past five years are also available there.
Daimler AG has also followed and continues to follow the suggestions of the German Corporate Governance Code as amended on May 15, 2012 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, particularly 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 in the rules of procedure for shareholders’ meetings.
Standards of Business 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. 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 replaced the guidelines that had previously been in effect since 1999. They define the principles of behavior and guidelines for everyday conduct at Daimler, and apply 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. In addition to general principles of behavior, the Integrity Code 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 opportunity and adhering to the principle of “equal pay for equal work.” The Integrity Code is available on the Internet at daimler.com/dai/guidelines.
Business Partner Brochure. In 2012, our brochure appeared under the heading “Ethical Business - Our Shared Responsibility,” which shows with reference to the United Nations Global Compact principles the expectations that Daimler has with regard to ethical behavior in business. Since then, more than 63,000 external partners have received the brochure - for example all suppliers, joint-venture partners, dealers, and marketing and sponsoring partners. The Business Partner Brochure is also available on the Internet at daimler.com/dai/guidelines.