Committee activities
The Supervisory Board has established five committees in order to discharge 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, 2016 are given in chapter "Executive Bodies" of this annual report.
The Executive Committee met 20 times during the past fiscal year, mainly discussing current matters related to the diesel issue. The Committee also prepared the resolutions by the Supervisory Board in detail and dealt with the composition of and contractual issues concerning the Board of Management other than remuneration.
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 once in the reporting period.
The Mediation Committee did not have to be convened in 2016.
The Audit Committee held six meetings in fiscal year 2016. 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 diesel issue and preparing resolutions by the Supervisory Board. The Special Committee is also provided with regular information by the Board of Management to enable that. It is also entrusted with examining any consequences of the findings. The Chairman of this Committee reports regularly on its work to the Supervisory Board. The Special Committee on Diesel Engines met on ten occasions in fiscal year 2016. At its meeting on June 18, 2016, the Special Committee on Diesel Engines decided – having been delegated by the Supervisory Board with the relevant authority – to approve the conclusion of settlements with the US authorities and customers in relation to the 2.0 l engines. At its meetings on November 17, 2016 and December 19, 2016, the Special Committee on Diesel Engines decided – having been delegated by the Supervisory Board with the relevant authority – to approve the conclusion of settlements with the US authorities and customers in relation to the 3.0 l engines.
Furthermore, as a rule the shareholder and employee representatives met for separate preliminary discussions before each of the Supervisory Board meetings.