Topics discussed by the Supervisory Board

The first Supervisory Board meeting of the reporting year took place on January 30, 2020 and focused on the strategic direction of the Truck & Bus brand group, especially the sale of shares in RENK AG.

The agenda of the Supervisory Board meeting on February 14, 2020 included a report on the latest developments in the model declaratory proceedings involving the Verbraucherzentrale Bundesverband e.V.

The Supervisory Board held its next meeting on February 28, 2020. Following a detailed examination, we approved the consolidated financial statements and the annual financial statements of Volkswagen AG for 2019 prepared by the Board of Management. We examined the combined management report, the combined separate nonfinancial report for 2019 and the precautionary Report by the Board of Management on Relationships of Volkswagen AG with Affiliated Companies in accordance with section 312 of the AktG (dependent company report). Upon completion of our examination of the dependent company report, we came to the conclusion that there were no objections to be raised to the concluding declaration by the Board of Management in the dependent company report. Other agenda items included the current state of affairs with respect to the diesel issue, financing measures at the Volkswagen Group, full acquisition of the shares of AUDI AG (squeeze out) and the agenda for the 60th Annual General Meeting of Volkswagen AG, particularly resolutions proposed by the Supervisory Board.
At the Supervisory Board meetings on April 27 and May 12, 2020, we discussed the status of the criminal proceedings against the Chairman of the Supervisory Board of Volkswagen AG, Hans Dieter Pötsch, and the Chairman of the Board of Management of Volkswagen AG, Dr. Herbert Diess, on suspicion of violation of the Securities Trading Act in connection with the diesel issue.

The Supervisory Board convened for its next meeting on May 28, 2020. In addition to the composition of the Board of Management and Supervisory Board, particularly with regard to the enlargement of the Executive Committee and the appointment of further Executive Committee members, there were also strategic issues on the agenda. These related to e-mobility and autonomous driving, including the stepping up of the electric campaign in China through an increased shareholding in the JAC Volkswagen joint venture and the global alliance with the Ford Motor Company. The agenda also covered the latest news on the diesel issue.

The main topic on the agenda of the Supervisory Board meeting on June 8, 2020 was the composition of the Board of Management, particularly the departure of Dr. Stefan Sommer from the Board of Management by mutual agreement.

At the Supervisory Board meeting on July 7, 2020, we discussed the composition of the Board of Management, especially the departure of Andreas Renschler from the Board of Management by mutual agreement. We also discussed strategic issues pertaining to the Truck & Bus brand group.

The Supervisory Board meeting on July 29, 2020 concentrated on minor amendments to the rules of procedure for the Audit Committee and a resolution on conducting the 60th Annual General Meeting of Volkswagen AG as a virtual Annual General Meeting on September 30, 2020.

At the Supervisory Board meeting on September 25, 2020, we discussed in detail the final report of the independent monitor and received an updated overview of the integrity and compliance program Together4Integrity. We discussed and decided on strategic decisions for which our consent was required, particularly the acquisition of the image processing business of Hella and the Artemis project (development of next-generation electric cars). We also prepared the 2020 Annual General Meeting. In addition, we deliberated on the current state of affairs with respect to the diesel issue and the Investigations against a number of individuals relating to remuneration granted to the Chairman of the General and Group Works Councils that might have been excessive under the provisions of the Betriebsverfassungsgesetz (BetrVG – German Works Constitution Act). We also discussed the monitoring of related-party transactions in line with new requirements of the AktG.

On November 7, 2020, the Supervisory Board held a meeting largely to discuss the strategic direction of the Truck & Bus brand group, particularly with regard to the takeover of Navistar, Inc. by TRATON SE as part of the TRATON Global Championship strategy.

At the Supervisory Board meeting on November 13, 2020, we discussed the principles of the enhanced remuneration system for Board of Management members. We also held in-depth discussions on the Volkswagen Group’s investment and financial planning for the period from 2021 to 2025. Another agenda item for the meeting was the current state of affairs with respect to the diesel issue. We also submitted the annual declaration of conformity with the Code together with the Board of Management.

The last Supervisory Board meeting of the reporting year took place on December 14, 2020. At this meeting, we adopted the enhanced remuneration system for Board of Management members and discussed additional issues in relation to Board of Management remuneration. We also covered the composition of the Board of Management, especially the appointment of Mr. Murat Aksel, Dr. Arno Antlitz and Mr. Thomas Schmall-von Westerholt as Board of Management members and a redistribution of responsibilities.

In the reporting period, we voted in writing on matters such as the extension of Mr. Frank Witter’s appointment as a member of the Board of Management, the principles for answering questions at the virtual Annual General Meeting and the request for the court appointment of Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft (EY) as the auditor for the half-yearly financial report and the interim report for the third quarter, necessitated by the postponement of the Annual General Meeting.

The following table shows the number of meetings of the full Board and the committees as well as the individual participation of the members of the Supervisory Board in 2020: