Topics discussed by the Supervisory Board

At the Supervisory Board meeting on February 27, 2015 following a detailed examination we approved the consolidated financial statements and the annual financial statements of Volkswagen AG for 2014 prepared by the Board of Management, as well as the combined management report. We also examined the dependent company report submitted by the Board of Management and came to the conclusion that there were no objections to be raised to the concluding declaration by the Board of Management in the report. Another agenda item was the remuneration system for the Board of Management. We also addressed the future structure and direction of the commercial vehicles business. In addition, we appointed Mr. Matthias Müller and Dr. Herbert Diess to the Group’s Board of Management effective March 1, 2015 and July 1, 2015, respectively.

Two Supervisory Board meetings were held on May 4 and 5, 2015 in the context of Volkswagen AG’s 2015 Annual General Meeting. These meetings focused on preparations for and the post-completion analysis of the 55th Annual General Meeting of Volkswagen AG on May 5, 2015. We also approved the creation of the integrated commercial vehicles group and the establishment of Truck & Bus GmbH as a new holding company for the MAN and Scania commercial vehicles brands.

At the Supervisory Board meeting on September 25, 2015, we addressed in detail the information available at the time on the irregularities discovered in relation to the nitrogen oxide emissions of certain diesel engines and discussed the establishment of the Special Committee on Diesel Engines. We also adopted resolutions to restructure the Company, including a new management structure in the Volkswagen Group and its brands, as well as in the North American region, which started being implemented in early 2016. We accepted Prof. Dr. Martin Winterkorn’s offer to step down as Chairman of the Board of Management of Volkswagen AG. We appointed Mr. Matthias Müller as Chairman of the Board of Management of Volkswagen AG and resolved on other issues relating to the composition of the Board of Management. The Supervisory Board also defined a target quota for the Board of Management in accordance with the Gesetz für die gleichberechtigte Teilhabe von Frauen und Männern an Führungspositionen in der Privatwirtschaft und im öffentlichen Dienst (Act on the Equal Participation of Women and Men in Leadership Positions in the Private and Public Sectors): the Supervisory Board of Volkswagen AG set itself the long-term goal of increasing the proportion of female members on the Board of Management to 30%. Further information on this topic is contained in the Corporate Governance Report on page 63.

The Supervisory Board meeting on October 7, 2015 focused on the current state of affairs with respect to the diesel issue. We also resolved on the establishment of the Special Committee on Diesel Engines in this connection. In addition, we appointed Mr. Frank Witter to the Group Board of Management with responsibility for Finance and Controlling and elected Mr. Hans Dieter Pötsch as Chairman of the Supervisory Board. Mr. Pötsch was previously appointed by the court as a replacement member of the Supervisory Board, succeeding Ms. Julia Kuhn-Piëch.

Another Supervisory Board meeting on the emissions issue was held on November 9, 2015.

At the Supervisory Board meeting on November 20, 2015, we discussed in detail the Volkswagen Group’s investment and financial planning for the period from 2016 to 2018. We also elected Mr. Jörg Hofmann as Deputy Chairman of the Supervisory Board. Mr. Hofmann was previously appointed by the court as a replacement member of the Supervisory Board, succeeding Mr. Berthold Huber. The meeting also focused on current information about the emissions issue and on issuing the annual declaration of conformity with the German Corporate Governance Code.

The Supervisory Board’s last meeting in the reporting period was held on December 9, 2015. We addressed in detail the latest findings on the emissions issue. We also appointed Dr. Karlheinz Blessing as the member of the Board of Management with responsibility for Human Resources and Organization, effective January 1, 2016, as the successor to Dr. Horst Neumann.

Among other things, we decided to approve the sale of LeasePlan Corporation N.V. and to appoint Dr. Christine Hohmann-Dennhardt to the newly created Group Board of Management position for Integrity and Legal Affairs, effective January 1, 2016, in resolutions that were adopted by circulating written documents.