Report of the Supervisory Board

Transcription

1 16 (in accordance with section 171(2) of the AktG) Ladies and Gentlemen, In fiscal year 2010, the Supervisory Board addressed the position and development of the Volkswagen Group regularly and in detail. We supported the Board of Management in its running of the business and provided advice on issues relating to the management of the Company, in compliance with the legal requirements and the German Corporate Governance Code. The Supervisory Board was directly consulted on all decisions of fundamental importance for the Group, as well as discussing current strategic issues with the Board of Management at regular intervals. The Board of Management provided us with regular, prompt and comprehensive verbal and written information on the development of the business and the Company s planning and position, including the risk situation and risk management. This also applies to all key questions relating to the creation of an integrated automotive group with Porsche. In addition, the Board of Management kept us continuously informed about other current issues and about compliance. We were provided with the documents relevant to our decisions in good time for the Supervisory Board meetings in all cases. In addition, we received detailed monthly reports from the Board of Management on the current business position and the forecast for the year as a whole. Where figures varied from the existing plans and targets, the Board of Management provided detailed verbal or written explanations. We discussed and analyzed the reasons for the differences in detail with the Board of Management, so as to allow the appropriate measures to be subsequently taken. I also held regular discussions with the Chairman of the Board of Management outside the meetings of the Supervisory Board, in which we addressed strategic issues, business development and risk management, among other things.

2 STRATEGY 17 The Supervisory Board held a total of six meetings in fiscal year 2010, with the average attendance rate being 96%. All members of the Supervisory Board attended more than half of the meetings. In addition, we adopted resolutions on urgent matters in writing or using electronic means of communication. COMMITTEE ACTIVITIES The Supervisory Board has established a total of five committees in order to perform its duties: the Presidium, the Mediation Committee in accordance with section 27(3) of the Mitbestimmungsgesetz (MitbestG German Codetermination Act), the Audit Committee, the Committee for Major Shareholder Business Relationships (Ausschuss für Geschäfte mit Großaktionären AfGG) and a Nomination Committee. According to its rules of procedure, the Presidium consists of three shareholder representatives and three employee representatives, while the AfGG comprises four shareholder representatives and four employee representatives. The members of the Nomination Committee are the shareholder representatives in the Presidium; the remaining committees are each composed of two shareholder representatives and two employee representatives. The members of the committees as of December 31, 2010 are given in the list on page 144. The Presidium of the Supervisory Board met five times in the reporting period. Its key tasks included the thorough preparation of resolutions to be taken by the Supervisory Board and dealing with non-remuneration related contractual issues relating to the Board of Management. The Mediation Committee did not have to convene in fiscal year The Audit Committee met five times in the reporting period; it primarily focused on the consolidated financial statements, risk management including the internal control system and the progress made in expanding a compliance organization. In addition, the Audit Committee addressed the quarterly reports and the half-yearly financial report of the Group, as well as current financial reporting issues and their examination by the auditors. One of the main tasks of the AfGG is to monitor business relationships between Volkswagen AG and Group companies on the one hand and major shareholders of Volkswagen AG who hold at least 5% of voting rights on the other. The Committee decides in particular on the approval required for agreements between the Volkswagen Group and companies belonging to major shareholders. It met once during the reporting period. The AfGG was formed as a result of the merger of the Shareholder Business Relationships Committee (Ausschuss für Geschäftsbeziehungen mit Aktionären AfGA) and the Committee for Special Business Relationships (Ausschuss für besondere Geschäfte AfbG), which was resolved by the Supervisory Board in June The AfGA did not meet during the reporting period, while the AfbG met three times. The Nomination Committee is responsible for proposing suitable candidates for the Supervisory Board to recommend for election to the Annual General Meeting. The Committee met twice for this purpose during the reporting period. In addition, the shareholder representatives met for preliminary discussions before each of the Supervisory Board meetings.

3 18 TOPICS DISCUSSED BY THE SUPERVISORY BOARD At the Supervisory Board meeting on February 26, 2010, we examined in detail and subsequently approved the consolidated financial statements and the annual financial statements of Volkswagen AG for 2009 prepared by the Board of Management and the combined management report. We also examined the dependent company report prepared by the Board of Management and did not raise any objections to the concluding declaration by the Board of Management in the dependent company report. In March 2010, the Supervisory Board approved the resolution by the Board of Management to implement a capital increase against cash contributions with preemptive rights for ordinary and preferred shareholders. The Supervisory Board also approved the subscription price for the new preferred shares specified by the Board of Management. Our meetings on April 21 and 22, 2010 mainly addressed strategic issues. We concurred with the Board of Management s plans to increase the current investment program for new locations and models in China by a further 1.6 billion. Other agenda items concerned the preparation and follow-up evaluation of the 50th Annual General Meeting of the Volkswagen Group held on April 22, At the Supervisory Board meeting held on June 16, 2010, the Board of Management informed us of its plans to merge the AfGA and AfbG committees to form the new AfGG. We approved the proposals after a detailed examination. In addition, we elected Berthold Huber as Deputy Chairman of the Supervisory Board as the successor to Jürgen Peters. The Board of Management also presented us with its plans to expand capacity in North America. Finally, we held detailed discussions on the topic of electromobility. In July 2010, the Supervisory Board expanded the Group Board of Management effective October 1, 2010 and appointed Dr. Michael Macht as a member of the Board of Management. At the same time, the Commercial Vehicles function was created and the Supervisory Board decided to appoint Prof. Dr. Jochem Heizmann to assume responsibility for this function. The Supervisory Board held another meeting on September 17, 2010, at which we approved the plans presented by the Board of Management in June to increase capacity in North America. In addition, we approved the investment program for the German locations and the expansion of the facility in Györ, Hungary, ahead of schedule. The Supervisory Board also elected the members of the AfGG from among its members. The Supervisory Board meeting on November 19, 2010 saw an in-depth discussion of the Volkswagen Group s investment and financial planning for the 2011 to 2015 period, in which we approved the Board of Management s plans. We also approved the formation of an Employee Foundation and the associated benefits. Other topics discussed during the meeting included the remuneration system for the Board of Management and the annual declaration of conformity with the German Corporate Governance Code. Information on the remuneration system for the Board of Management and the Supervisory Board, together with the remuneration of the executive bodies actually paid in the reporting period, can be found in the Remuneration Report on pages 133 to 136 of this Annual Report.

4 STRATEGY 19 No conflicts of interest were reported or arose in the reporting period. The pending issues relating to the creation of an integrated automotive group were resolved by mutual agreement. CORPORATE GOVERNANCE AND DECLARATION OF CONFORMITY The current version of the German Corporate Governance Code and its implementation at the Volkswagen Group were addressed by the Supervisory Board meeting on November 19, In particular, we discussed the changes published by the Government Commission on the German Corporate Governance Code on May 26, On November 19, 2010, together with the Board of Management, we issued the declaration required by section 161 of the Aktiengesetz (AktG German Stock Corporation Act) on the recommendations of the Code; we comply with all recommendations in full with the exception of article 4.2.3(4) (cap on severance payments). The cap on severance payments will be taken into account when entering into new contracts with members of the Board of Management, but not when renewing contracts with members being reappointed for their third or subsequent terms of office. In these cases, a grandfathering provision applies. The joint declaration of conformity by the Board of Management and the Supervisory Board is permanently available on the Volkswagen AG website at Further information regarding the implementation of the recommendations and suggestions contained in the German Corporate Governance Code can be found in our Corporate Governance Report starting on page 129 and in the notes to the Consolidated Financial Statements on page 320. MEMBERS OF THE SUPERVISORY BOARD AND BOARD OF MANAGEMENT Roland Oetker stepped down from his position on Volkswagen AG s Supervisory Board as of the end of the 50th Annual General Meeting on April 22, The Annual General Meeting therefore elected Dr. Hussain Ali Al-Abdulla as his successor for a full term of office. Jörg Bode, the Minister of Economic Affairs, Labor and Transport for the Federal State of Lower Saxony, was also elected to the Supervisory Board for a full term of office. Mr. Bode had already been appointed as a member of the Supervisory Board by the court on November 4, 2009 as the successor to Dr. Philipp Rösler. On May 15, 2010, Thomas Zwiebler, the Chairman of the Volkswagen Commercial Vehicles Works Council, was appointed by the court to the Supervisory Board as the successor to Heinrich Söfjer. Mr. Söfjer had resigned from the Supervisory Board as of the same date. On May 25, 2010 the court appointed Berthold Huber, First Chairman of IG Metall, to the Supervisory Board as the successor to Jürgen Peters. Mr. Peters had resigned from the Supervisory Board as of May 1, David McAllister, Minister-President of the Federal State of Lower Saxony, was appointed by the court as a member of the Supervisory Board on July 1, He succeeded Christian Wulff, who was elected Federal President on June 30, 2010 and therefore left the Supervisory Board. Since December 13, 2010, the Supervisory Board membership of Jörg Bode and David McAllister is based on the exercise of rights to appoint shareholder representatives for the State of Lower Saxony.

5 20 Effective October 1, 2010, Prof. Dr. Jochem Heizmann, who was previously responsible for Production, took over the newly created Commercial Vehicles Board of Management function. Dr. Michael Macht, who was previously CEO of Dr. Ing. h.c. F. Porsche AG, was appointed to the Board of Management of Volkswagen AG with effect from the same date and was given responsibility for the Production function. Following a discussion in the Supervisory Board meeting on November 19, 2010, we resolved on January 2, 2011 to prolong the term of office of Prof. Dr. Martin Winterkorn, which would have expired at the end of 2011, until December 31, Karl Gustav Ratjen, a former Supervisory Board member, died on September 12, 2010 aged 91. Dr. Günther Saßmannshausen, a member of the Supervisory Board from 1987 to 2001, died on November 21, 2010 aged 80. Both gentlemen made a decisive contribution to Volkswagen s successful development during their terms of office, displaying considerable initiative and exemplary commitment to the Company. We will honor their memory. AUDIT OF ANNUAL AND CONSOLIDATED FINANCIAL STATEMENTS The Annual General Meeting on April 22, 2010 elected PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft as auditors for fiscal year The auditors audited the annual financial statements of Volkswagen AG, the consolidated financial statements of the Volkswagen Group and the combined management report, and issued unqualified audit reports on all of these documents. The auditors also assessed the internal control system and the risk management system, concluding that the Board of Management had taken the measures required by section 91(2) of the AktG to ensure early detection of any risks endangering the continued existence of the Company. The Report by Volkswagen AG on Relationships with Affiliated Companies in Accordance with Section 312 of the AktG for the period from January 1 to December (dependent company report) submitted by the Board of Management was also audited by the auditors, who issued the following opinion: On completion of our review and assessment in accordance with professional standards, we confirm that the actual disclosures contained in the report are accurate, and that the consideration paid by the Company for the transactions listed in the report was not inappropriately high. The documentation relating to the annual financial statements, including the dependent company report, and the audit reports were provided to all members of the Audit Committee and the members of the Supervisory Board in good time for their meetings on February 24, 2011 and February 25, 2011 respectively. The auditors reported extensively at both meetings on the material findings of their audit and were available to provide additional information. Taking into consideration the audit reports and the discussion with the auditors as well as their own conclusions, the Audit Committee prepared the documents for our own examination of the consolidated financial statements, the annual financial statements of Volkswagen AG, the combined management report and the dependent company report and reported on these at our meeting on February 25, Following this, the Audit Committee recommended that we approve the annual financial statements. We rigorously examined the documents in the knowledge and on the basis of the report by the Audit Committee and the audit report as well as in talks and discussions with the auditors. We came to the conclusion that the assessment of the

6 STRATEGY 21 position of the Company and the Group presented by the Board of Management in the management report corresponds to the assessment by the Supervisory Board. At our meeting on February 25, 2011, we therefore concurred with the auditors findings and approved the annual financial statements prepared by the Board of Management and the consolidated financial statements. The annual financial statements are thus adopted. Our examination of the dependent company report did not result in any objections to the concluding declaration by the Board of Management in the dependent company report. We reviewed the proposal on the appropriation of net profit submitted by the Board of Management, taking into account in particular the interests of the Company and its shareholders, and endorsed the proposal. The Supervisory Board would like to thank the members of the Board of Management, the Works Council, the management and all the employees of Volkswagen AG and its affiliated companies for their efforts and achievements in the past fiscal year. They all worked extremely hard to ensure the Volkswagen Group s positive development. Wolfsburg, February 25, 2011 Dr. Ferdinand K. Piëch Chairman of the Supervisory Board