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 anniversary “125 Years 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. The split of Daimler AG in 2021, with the establishment of Daimler Truck AG as an independent company, gave cause for further amendment to the Statutes.
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; its headquarters are located in Carl Benz House in Ladenburg.
§ 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 basic stock assets of the Foundation amount to approximately EUR 125,000,000.
2 | The basic stock 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 basic stock assets of the Foundation.
3 | Insofar as is permitted by fiscal law, the Executive Board may resolve that portions of the annual revenue from the foundation assets be directed to reserves.
4 | The Foundation shall fulfill its purpose using the income from the foundation assets and donations from third parties, insofar as these are not intended for allocation to the basic stock assets. Reallocation of the basic stock assets is permissible. Yield from such reallocation is initially transferred to the reallocation reserves. By resolution of the Board of Trustees, yield from reallocation may then be allotted to the basic stock assets for the purpose of their preservation or may be used in whole or in part to fulfill the purposes of the Foundation.
§ 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 and attendance fees for the members of the Board of Trustees, 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, and
- the Board of Trustees.
§ 6 | The Executive Board
1 | The Executive Board shall comprise at least two, but not more than four 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 individual members of the Executive Board shall be five 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. Such members shall be given prior opportunity to make a statement. In the event of an action, the dismissal shall be effective pending a legally binding decision.
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. The Executive Board shall act jointly through two of its members, provided that at least three members have been appointed to the Executive Board. Should the Executive Board consist of fewer than three persons, each of its members shall represent the Foundation to the outside alone – with the exception of circumstances as set out in Section 5. When representing the Foundation, the members of the Executive Board shall be bound internally by the resolutions of the Executive Board.
5 | In the case of transactions and measures that transcend the ordinary course of business, the Foundation shall be jointly represented by two members of the Executive Board. These particularly include decisions of material importance, such as obtaining approval from the Foundation Authority/Tax Office for amendments to the Statutes; realignment of investment of assets; and acquisition and/or disposal of real estate.
Should the second member of the Executive Board be unable to fulfill his/her duties for a period of six weeks, or if the Board of Trustees includes only one member of the Executive Board, the conclusion of legal transactions referred to in Section 5 shall require the approval of the Board of Trustees. This shall not limit the sole power of representation of the respective member of the Executive Board vis-à-vis third parties.
6 | The Executive Board shall issue Rules of Procedure with the consent of the Board of Trustees.
7 | To improve the Foundation’s ability to act, the Board of Trustees may appoint a Special Representative in accordance with §§ 86, 30 BGB. The scope of his/her power of representation for the area of responsibility assigned to him/her shall result from the Rules of Procedure or shall be determined at the time of his/her appointment.
§ 7 | The Board of Trustees
1 | The Board of Trustees shall comprise nine members, including the following:
- two members to be appointed and dismissed by the Board of Management of Mercedes-Benz Group AG;
- one member to be appointed and dismissed by the Board of Management of Daimler Truck AG;
- one member of the General Works Council of Mercedes-Benz Group AG, to be appointed and dismissed by the General Works Council of Mercedes-Benz Group AG;
- one member of the General Works Council of Daimler Truck AG, to be appointed and dismissed by the General Works Council of Daimler Truck AG.
Four further members shall be scientists who do not belong to the Mercedes-Benz Group AG and/or Daimler Truck AG; they 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 five years. One instance of re-election is permissible. The remaining members of the Board of Trustees may be recalled 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. 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 appoint and recall a Special Representative for the Foundation;
- to resolve guidelines for the specific realization of the purpose of the Foundation;
- to grant approval of essential decisions in accordance with Section 6, Paragraph 5;
- 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 five 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.
5 | The members of the Board of Trustees may be granted an appropriate fee for attending meetings of the Board of Trustees. Their actual expenses incurred in connection with attendance at such meetings shall be reimbursed in a suitable amount upon presentation of appropriate documentation. Further details are governed by the Rules of Procedure of the Board of Trustees.
§ 8 | The Project Advisory Board
1 | Topic-specific, temporary Project Advisory Boards may 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 with simple majority 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 in addition to approval by a majority of two-thirds of the members of the Boards of Management of Mercedes-Benz Group AG and Daimler Truck 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 Boards of Management of Mercedes-Benz Group AG and Daimler Truck 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 the advancement of science and research.
2 | Resolutions concerning the future appropriation of the foundation assets may only be effected with prior consent of the Tax Office.
Stuttgart, April 12, 2022