OUTLINE OF THE LEGAL STRUCTURE OF THE GROUP
Volkswagen AG is the parent company of the Volkswagen Group. It develops vehicles and components for the Group’s brands, but also produces and sells vehicles, in particular Volkswagen brand passenger cars and light commercial vehicles. In its function as parent company, Volkswagen AG holds direct and indirect interests in AUDI AG, SEAT S.A., ŠKODA AUTO a.s., Scania AB, MAN SE, Volkswagen Financial Services AG and numerous other companies in Germany and abroad. More detailed disclosures are contained in the list of shareholdings in accordance with sections 285 and 313 of the Handelsgesetzbuch ( HGB – German Commercial Code), which can be accessed at and is part of the annual financial statements.
Volkswagen AG is a vertically integrated energy company within the meaning of section 3 no. 38 of the Energiewirtschaftsgesetz (EnWG – German Energy Industry Act) and is therefore subject to the provisions of the EnWG. In the electricity sector, both Volkswagen AG and a subsidiary carry out the functions of generation at the Wolfsburg and Kassel locations, sales and electricity distribution.
Volkswagen AG’s Board of Management is the ultimate body responsible for managing the Group. The Supervisory Board appoints, monitors and advises the Board of Management; it is consulted directly on decisions that are of fundamental significance for the Company.
Information on the remuneration structure for the Board of Management and the Supervisory Board can be found in the , in the notes to the consolidated financial statements of Volkswagen AG in chapter and in the notes to the annual financial statements of Volkswagen AG.
ORGANIZATIONAL STRUCTURE OF THE GROUP
Volkswagen AG and the Volkswagen Group are managed by Volkswagen AG’s Board of Management in accordance with the Volkswagen AG Articles of Association and the rules of procedure for Volkswagen AG’s Board of Management issued by the Supervisory Board. Within the framework laid down by law, the Group Board of Management ensures that Group interests are taken into account in decisions relating to the Group’s brands and companies. This body consists of Board members, the chairmen of the larger brands and selected top managers with Group management functions. Each brand in the Volkswagen Group is managed by a board of management. The Group targets and requirements laid down by the Board of Management of Volkswagen AG or the Group Board of Management must be complied with to the extent permitted by law. Matters that are of importance to the Group as a whole are submitted to the Group Board of Management in order – to the extent permitted by law – to reach agreement between the parties involved. The rights and obligations of the statutory supervisory bodies of the relevant brand companies remain unaffected.
The companies of the Volkswagen Group are managed separately by their respective managements. In addition to the interests of their own companies, each individual company management takes into account the interests of the Group and of the individual brands in accordance with the framework laid down by law.
MATERIAL CHANGES IN EQUITY INVESTMENTS
The Volkswagen Group took another significant step towards forming an integrated automotive group with Porsche by acquiring Porsche Holding Salzburg’s trading business. The trading company was transferred on March 1, 2011 at a price of €3.3 billion. Porsche Holding Salzburg is one of the most successful and profitable automobile trading companies in the world, with a strong presence particularly in Austria, the rest of Western Europe and Southeast Europe, as well as in China.
Over the course of the year, Volkswagen acquired 9.75% of the voting rights of SGL Carbon SE, Wiesbaden. The SGL Group is one of the world’s leading producers of carbon, an extremely lightweight but very strong material that can be used to reduce vehicle weight.
On November 9, 2011, Volkswagen AG increased its interest in MAN SE, Munich, to 55.90% of the voting rights and 53.71% of the share capital after making a mandatory public offer to the shareholders. Closer cooperation between MAN, Scania and Volkswagen is expected to lead to substantial synergies in the future in the areas of procurement, development and production.
LEGAL FACTORS INFLUENCING BUSINESS
Volkswagen companies are affected – as are other international companies – by numerous laws in Germany and abroad. In particular, there are legal requirements relating to development, production and distribution, but that also include tax, company, commercial and capital market law, as well as labor, banking, state aid and insurance regulations.