Committee activities

The Supervisory Board has established five committees in order to perform the duties entrusted to it: the Executive Committee, the Nomination Committee, the Mediation Committee in accordance with section 27(3) of the Mitbestimmungsgesetz (MitbestG – German Codetermination Act), the Audit Committee and, since October 2015, the Special Committee on Diesel Engines. The Executive Committee and the Special Committee on Diesel Engines each consist of three shareholder representatives and three employee representatives. The members of the Nomination Committee are the shareholder representatives on the Executive Committee. The remaining two committees are each composed of two shareholder representatives and two employee representatives. The members of these committees as of December 31, 2015 are given in chapter "Executive Bodies" of this annual report.

The Executive Committee met twelve times during the past fiscal year. As well as discussing the composition of the Board of Management, 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 remuneration. In addition, the Executive Committee addressed the events relating to the emissions issue in detail as from September 2015.

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 three times in the reporting period.

The Mediation Committee did not have to be convened in 2015.

The Audit Committee held six meetings in fiscal year 2015. It focused primarily on 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 Group’s quarterly reports and the half-yearly financial report as well as current financial reporting issues and their examination by the auditors.

The Special Committee on Diesel Engines is responsible for coordinating all activities relating to the emissions issue. In particular, the Special Committee is tasked with reviewing the progress being made with the internal investigations. It also receives regular reports from the Board of Management about the latest developments. Finally, it is entrusted with examining any consequences of the findings. The Special Committee on Diesel Engines met on six occasions in fiscal year 2015 following its establishment October 7, 2015.

Furthermore, as a rule the shareholder and employee representatives met for separate preliminary discussions before each of the Supervisory Board meetings.