The annual declaration of conformity with the German Corporate Governance Code as required by section 161 of the Aktiengesetz (AktG – German Stock Corporation Act) was issued by the Board of Management and the Supervisory Board of Volkswagen AG on November 18, 2011. In this document, the two Boards declare that, since the last declaration of conformity was submitted on December 3, 2010, the recommendations of the Government Commission on the German Corporate Governance Code in the version dated May 26, 2010 published on July 2, 2010 have been and will continue to be fully complied with, with the exception of article 4.2.3 (4) (severance payment cap).
The severance payment cap has been and will continue to be included in new contracts entered into with members of the Board of Management, with the exception of contracts entered into with Board of Management members who are commencing their third or later term of office, provided a cap did not form part of the initial contract. In this respect, grandfathering arrangements have been and will continue to be preserved.
The Volkswagen Group will also largely comply with the suggestions of the Code. However, there are no plans to take long-term performance into account in determining Supervisory Board compensation (article 5.4.6(2), sentence 2). In this regard, we will continue tracking in particular court judgments and the debate on this matter in professional circles.
In their declaration of conformity with the German Corporate Governance Code of November 23, 2011, the Board of Management and Supervisory Board of AUDI AG declared that the recommendations of the Government Commission on the German Corporate Governance Code in the version dated May 26, 2010 published on July 2, 2010 have been complied with since the submission of the last declaration of conformity on November 29, 2010. However, there were and are qualifications: the Supervisory Board has not formed a Nomination Committee (article 5.3.3) and members are not elected to the Supervisory Board on an individual basis (article 5.4.3, sentence 1). The Supervisory Board believes that a Nomination Committee would merely increase the number of committees without noticeably improving the Supervisory Board’s work. List-based elections are quite common in democratic voting processes. Since November 23, 2009, a cap on severance payments has been agreed when entering into new Board of Management contracts, which means that article 4.2.3(3) and (4) has been complied with for new contracts since that date. Because of the grandfathering arrangements, contracts entered into before that date remain unaffected by this new rule. The declaration of conformity of AUDI AG is published at .
The following applies to AUDI AG with regard to the suggestions contained in the Code: AUDI AG will broadcast the Annual General Meeting on the Internet until the start of the plenary discussions. This will strike an acceptable balance between the individual investors’ need for information and their general personal rights. By following this procedure, the Board of Management and Supervisory Board of AUDI AG consider that there is no need to enable absent shareholders to contact the company’s proxies (article 2.3.3, sentence 3, 2nd half-sentence) during the Annual General Meeting. Moreover, the performance-related remuneration of members of the Supervisory Board does not include any components based on long-term performance (article 5.4.6(2), sentence 2). AUDI AG will continue tracking the debate on this matter in professional circles.
In their declaration of conformity with the German Corporate Governance Code in December 2011, the Executive Board and Supervisory Board of MAN SE declared that MAN SE complied with the recommendations of the Code in accordance with its declaration of conformity of December 2010, the supplement issued in May 2011 and the notice regarding this supplement issued in July 2011, and will comply with the recommendations of the Code as amended on May 26, 2010. The declaration of conformity of MAN SE is published at . The Executive Board and Supervisory Board of Renk Aktiengesellschaft, a listed subsidiary of MAN SE, have also issued a declaration of conformity, which is published on the company’s website at .
At Scania AB, the management and supervisory functions are split between the Annual General Meeting, the Board of Directors and the President and CEO. They are governed by the articles of association, Swedish company law, the stock exchange admission criteria and other laws and regulations to be complied with, such as the Swedish Corporate Governance Code. Additional details on Scania AB’s corporate governance and the relevant declaration of conformity with the Swedish Corporate Governance Code are available at .