Statutes of the Daimler and Benz Foundation
Daimler-Benz AG established the Gottlieb Daimler and Karl Benz Foundation, with registered office in Stuttgart, on the occasion of the centenary of the automobile by foundation charter dated July 25th, 1986, as an incorporated foundation under civil law in accordance with the Foundation Act of Baden-Württemberg. The Foundation was authorized by the Stuttgart Regional Council on August 8, 1986.
The Foundation was endowed with initial assets of DM 50,000,000. The foundation assets were increased by an endowment of DM 25,000,000 in 1999. With a further endowment on the occasion of the 125th anniversary of the automobile in 2011, the foundation assets were increased by a further EUR 88,000,000 to a total of approximately EUR 125,000,000.
The purpose of the Foundation is to promote science and research in order to gain a better understanding of the interrelations between humans, the environment, and technology.
As a result of the further endowment in 2011, the regulations concerning organization of the Foundation required to be modernized.
1 | Name, Registered Office, and Legal Form
The "Daimler and Benz Foundation" is an incorporated foundation under civil law. Its registered office is in Stuttgart.
§ 2 | Purpose of the Foundation
1 | The purpose of the Foundation is to promote science and research in order to gain a better understanding of the interrelations between humans, the environment, and technology. The Foundation shall promote interdisciplinary treatment of these issues in the interest of shaping and securing a humane future under the conditions of a free society.
A further objective of the Foundation is the acquisition of funds as per § 58 No. 1 AO for the Promotion of Science and Research, in order to realize the purpose of another tax-privileged body or to realize tax-privileged purposes by a body under civil law.
2 | The purpose of the Foundation is realized in particular by
- establishment and maintenance of a Research Cluster (working title: "Humans, Environment, Technology") in Ladenburg, which provides eminent researchers and young academics in the fields of economics, labor unions, public institutions, and society in general from different countries and disciplines with the basis for personal and academic contact and enables them to carry out their own work in topic areas corresponding to the purpose of the Foundation;
- awarding Daimler-Benz Research Cluster scholarships to outstanding researchers in the academic field of "Humans, Environment, Technology";
- awarding Daimler-Benz doctoral, habilitation, and research scholarships for the promotion of scientific theses in focal areas corresponding to the purpose of the Foundation;
- further measures, particularly the promotion of scientific projects, conferences, and publications in the topic area of "Humans, Environment, Technology," and the promotion of young researchers from the fields of economics, labor unions, public institutions, and society in keeping with the purpose of the Foundation.
3 | The Foundation shall publicly announce these objectives and research results. For this purpose it shall make use of the media, its own information events, public relations measures, and publications in scientific journals.
4 | The Foundation shall solely and directly pursue objectives of public benefit within the meaning of the section "Tax-Privileged Purposes" of the Fiscal Code. It shall operate selflessly and shall not primarily pursue its own financial goals.
§ 3 | Foundation Assets
1 | The assets of the Foundation amount to approximately EUR 125,000,000.
2 | The assets of the Foundation shall be preserved undiminished. All donations (endowments) from Daimler AG or from third parties that are given for this purpose shall be allocated to the assets of the Foundation.
3 | Insofar as is permitted by fiscal law, the Executive Board may resolve that portions of the annual revenue from assets be directed to reserves.
§ 4 | Appropriation of Revenues
1 | The revenues from the assets and other funds of the Foundation shall be employed solely for realization of the statutory purposes.
The administrative costs of the Foundation, including adequate compensation for the members of its Executive Board, shall be covered in advance from these funds.
2 | No person shall be favored by expenditure which is alien to the purpose of the Foundation or by disproportionately high compensation.
3 | Beneficiaries of the Foundation shall have no legal claim to benefits by reason of these Statutes.
§ 5 | Organs of the Foundation
The organs of the Foundation are:
- the Executive Board an
- the Board of Trustees.
§ 6 | The Executive Board
1 | The Executive Board shall comprise a Chairman and at least one further member, but not more than two further members.
2 | The Executive Board shall be appointed by a majority of two-thirds of the members of the Board of Trustees. The Board of Trustees shall also regulate the detailed conditions of the activities of the Executive Board. The term of office of the Executive Board shall be 5 years; reelection is permissible. Members of the Executive Board may be dismissed on significant grounds by a majority of two-thirds of the members of the Board of Trustees.
3 | Administration of the assets of the Foundation, execution of its tasks, and its regular management shall be incumbent upon the Executive Board.
In this connection, it is the duty of the Executive Board to
- establish Project Advisory Boards as per Section 8.
4 | The Executive Board shall legally represent the Foundation both in and out of court. It shall have the status of a legal representative. It shall act through its Chairman and one further member.
5 | The Executive Board shall issue Rules of Procedure with the consent of the Board of Trustees.
§ 7 | The Board of Trustees
1 | The Board of Trustees shall comprise seven members. Three members from the Daimler Group shall be appointed and recalled by the Board of Management of Daimler AG, and one member from the General Works Council of Daimler AG shall be appointed and recalled by the General Works Council. A further three members shall be coopted as per Section 2.
The remaining members of the Board of Trustees shall be coopted by a majority of three-quarters of the members of the Board of Trustees. The period of office of the remaining members shall be 5 years. One instance of re-election is permissible. The remaining members of the Board of Trustees may be dismissed on significant grounds by the Board of Trustees with a majority of three-quarters of its members. The member concerned shall not be entitled to vote in this case.
2 | The Board of Trustees shall ensure that the will of Daimler AG is carried out by the Executive Board for the Board of Trustees. The Board of Trustees may also authorize third parties to perform a part of these tasks. It is the duty of the Board of Trustees in particular
- to appoint and recall the Executive Board of the Foundation, to advise it in its management, and to grant it discharge;
- to resolve guidelines for the specific realization of the purpose of the Foundation;
- to confirm the approval of candidates for funding measures upon proposal of the Executive Board.
3 | The Board of Trustees shall elect a Chairman from among its members. It shall issue Rules of Procedure.
4 | The Board of Trustees shall be convened by its Chairman at least once per year. The Executive Board may be invited to attend the meetings of the Board of Trustees and may take part in an advisory capacity.
If not otherwise provided by these Statutes, the Board of Trustees shall be quorate with the presence of at least 4 of its members. Resolutions shall be passed by simple majority of members in attendance. In the event of a tied vote, the Chairman shall have the casting vote.
§ 8 | The Project Advisory Board
1 | Topic-specific, temporary Project Advisory Boards shall be appointed in order to advise the Executive Board and to scientifically accompany individual funding measures. Appointment of such a Project Advisory Board and determination of its duration are incumbent upon the Executive Board.
2 | A Project Advisory Board shall comprise several experts from the respective field, wherever possible in equal numbers of external scientists and of experts appointed by Daimler AG.
3 | Details shall be set out in Rules of Procedure, which shall be issued by the Executive Board and approved by the Board of Trustees.
4 | To promote cooperation between the Foundation and Daimler AG, a Cooperation Team may be appointed by the Board of Management of Daimler AG. It shall comprise functional office-holders of Daimler AG and shall cooperate with the Executive Board of the Foundation in matters to be individually determined by the Board of Management of Daimler AG.
§ 9 | Amendment of the Foundation Statutes
1 | Resolutions of the Executive Board concerning amendment to the Statutes or dissolution of the Foundation shall require authorization on the part of the Foundation Authority. The responsible Tax Office shall be advised accordingly.
2 | Amendments to the Statutes which concern the purpose of the Foundation shall require authorization on the part of the Tax Office.
3 | Resolutions concerning amendment of the Statutes shall be unanimously effected by the Executive Board and approved by the Board of Trustees. Insofar as an amendment concerns the purpose of the Foundation, authorization on the part of the Board of Trustees shall require a majority of two-thirds of its members and in addition the authorization of the Board of Management of Daimler AG.
4 | Dissolution of the Foundation may only be effected by unanimous resolution on the part of the Executive Board, with consent of two-thirds of the members of the Board of Trustees and with the authorization of the Board of Management of Daimler AG.
§ 10 | Remaining Assets
1 | In case of dissolution or abolition of the Foundation, or of cessation of its tax-privileged purpose, the assets of the Foundation shall pass to a legal entity governed by public law or to another tax-privileged body for the purpose of appropriation to science and research.
2 | Resolutions concerning the future appropriation of the assets may only be effected with prior consent of the Tax Office.
Stuttgart, March 28, 2012