Daimler - AGM 08 July 2020
General: The AGM is to be held in the form of a virtual AGM in accordance with the German Law to Mitigate the Consequences of the COVID-19 Pandemic. The physical presence of shareholders or their authorised proxies is not possible. The voting rights may therefore be exercised solely by postal vote (electronically or in writing) or by granting authority to the proxies designated by the Company.
Item 2: We recommend to oppose the dividend proposal. The dividend is not covered by free cash flow for a fourth consecutive year. We therefore consider a dividend payment inappropriate at this time, especially taking into account possible liquidity risks arising from the recent COVID-19 pandemic.
Item 3: We recommend opposing the discharge of the Management Board due to repeated profit warnings over the last two years and ongoing allegations in the diesel scandal which severly harm the Company's reputation and do not help to restore trust of stakeholders in the Company.
Item 4: Likewise we recommend opposing the discharge of the Supervisory Board that has yet failed starting to pursue liability claims against former and current Management Board members.
Items 5a and 5b: KPMG, Berlin, is proposed as auditor for the current financial year as well as for the review of the interim financial statements 2021until the next AGM. We have no concerns over the ratio of non-audit/audit fees. However, we note that KPMG or its predecessors have audited the Company since at least the financial year 1979 which significantly exceeds our maximum acceptable term of office. We therefore recommend opposing the re-election of KPMG as auditor.
Item 6: We recommend opposing the amended remuneration system for the Management Board. Despite certain improvements we consider the potential maximum remuneration as excessive.
Item 7: We recommend opposing the election of Mr. Höttges (CEO of Deutsche Telekom AG) to the Supervisory Board due to our concerns over his aggregate time commitments.
Item 12b: We recommend to opppose the proposed introduction of a majority for the dismissal of Supervisory Board members of at least 3/4 of the votes as we consider a raising of majority requirements unnecessarily weakens shareholders' rights.
Daimler provides a range of transportation products, including passenger cars and commercial vehicles, and also financial services. Co. operates in five segments. Mercedes-Benz Cars sells passenger cars and off-road vehicles under the Mercedes-Benz brand and small cars under the smart brand. The Daimler Trucks distributes its trucks (Mercedes-Benz, Freightliner, FUSO, Western Star, Thomas Built Buses and BharatBenz). The vans of the Mercedes-Benz Vans segment are sold under the brand name Mercedes-Benz and Freightliner. Daimler Buses sells completely built-up buses (Mercedes-Benz and Setra). The Daimler Financial Services division supports sales of Co.'s automotive brands.
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