Objectives for the composition of the Supervisory Board, Board of Management and Senior Executive Positions
In view of the purpose of the Company, its size and the extent of its international activities, the Supervisory Board of Volkswagen AG strives to take the following criteria into account in its composition:
- At least three members of the Supervisory Board should be persons who embody in particular the characteristic of internationality.
- At least four shareholder representative members of the Supervisory Board should be persons who do not represent potential conflicts of interest, particularly conflicts of interest that could arise through a position as a consultant or member of the governing bodies of customers, suppliers, lenders, or other third parties.
- In addition, at least four of the shareholder representatives must be persons who are independent as defined in article 5.4.2 of the German Corporate Governance Code.
- Furthermore, proposals for elections should not normally include persons who will have reached the age of 75 by the time the election takes place or who will have been members of the Supervisory Board for more than 15 years by the time the election takes place.
The above criteria have been met. The statutory quota of at least 30% women and 30% men will apply to new appointments to the Supervisory Board of Volkswagen AG from January 1, 2016 in accordance with the Gesetz für die gleichberechtigte Teilhabe von Frauen und Männern an Führungspositionen in der Privatwirtschaft und im öffentlichen Dienst (FührposGleichberG – Act on the Equal Participation of Women and Men in Leadership Positions in the Private and Public Sectors). Shareholder and employee representatives have resolved that each side shall meet this quota separately. The election of Ms Hessa Sultan Al-Jaber to the Supervisory Board at the 2016 Annual General Meeting meant that the quota of at least 30% women and 30% men was achieved separately for the shareholder representatives; the quota was still complied with as of December 31, 2016. As far as the employee representatives are concerned, the minimum quota does not have to be met until the next scheduled election of employee representatives to the Supervisory Board in 2017. As of year-end 2016, 10% of the employee representatives on the Supervisory Board of Volkswagen AG were women.
In 2015, 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%. As of the date stipulated in the FührposGleichberG for determining a specific target, the Supervisory Board did not see any opportunity to increase the proportion of female members on the Board of Management before the end of 2016 and consequently resolved a target quota of zero for December 31, 2016. Since the appointment of Dr. Christine Hohmann-Dennhardt, who was responsible for Integrity and Legal Affairs on the Board of Management from January 1, 2016 to January 31, 2017 and Ms. Hiltrud Dorothea Werner, who has been responsible for the position since February 1, 2017, the proportion of female members on the Group Board of Management has been 11.1%; the target quota as of December 31, 2016 has thus been exceeded.
In accordance with the aforementioned act, the Supervisory Board was required to set a target quota for the proportion of female members on the Board of Management for the period after December 31, 2016. This target quota was set at 11.1% and has to be achieved by December 31, 2021.
In the reporting period, Volkswagen AG reached the target quotas it had set for the proportion of women in management in accordance with FührposGleichberG: by the end of the year, the proportion of women was 9.8% (target: 9.8%) in the first management level and 13.5% (target: 13.3%) in the second management level. For the new period up to the end of 2021, Volkswagen AG is aiming to have 13.0% women in the first management level and 16.9% women in the second management level.