The Supervisory Board has established a total of six committees in order to perform the duties entrusted to it: the Presidium, the Committee for Major Shareholder Business Relationships (Ausschuss für Geschäfte mit Großaktionären – AfGG), the Nomination Committee, the Mediation Committee in accordance with section 27(3) of the Mitbestimmungsgesetz (MitbestG – German Codetermination Act), the Audit Committee and the Merger Committee, which was renamed the Integrated Automotive Group Committee in October 2011. In line with 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 three committees are each composed of two shareholder representatives and two employee representatives. The members of the committees as of December 31, 2011 are given in chapter Supervisory Board.
The Presidium of the Supervisory Board met six times in 2011. These meetings primarily served to prepare in detail the resolutions by the Supervisory Board and to deal with contractual issues concerning the Board of Management other than those relating to their remuneration.
The role 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 where approvals are required for agreements between the Volkswagen Group and companies belonging to major shareholders. It met three times during the past fiscal year.
The Nomination Committee is responsible for proposing suitable candidates for the Supervisory Board to recommend for election to the Annual General Meeting. It met once during the reporting period.
The Mediation Committee did not have to be convened in fiscal year 2011.
The Audit Committee met four times. Its main focuses were the consolidated financial statements, risk management (including the internal control system), and the work performed by the Company’s 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.
The Integrated Automotive Group Committee adopts resolutions relating to the planned creation of an integrated automotive group with Porsche. The Committee met twice during the past fiscal year.
In addition, the shareholder representatives met for preliminary discussions before each of the Supervisory Board meetings.