Topics discussed by the Supervisory Board
The Supervisory Board’s first meeting in the reporting period was held on March 14, 2016 and mainly dealt with the current state of affairs with respect to the diesel issue. On the same date, the Board of Management and the Supervisory Board of Volkswagen AG also issued, among other things, a supplement to the declaration of conformity with the German Corporate Governance Code of November 20, 2015. This supplement became necessary because, due to unanswered questions relating to the consequences of the emissions issue and the resulting assessment questions, the Board of Management and the Supervisory Board decided not to publish either the 2015 Annual Report within 90 days of the end of the fiscal year, or the interim report for the first quarter of 2016 within 45 days of the end of the quarter.
In the meeting of the Supervisory Board on April 22, 2016, we dealt in detail with the remuneration system for the Board of Management and, in this connection, issued a further supplement to the declaration of conformity with the German Corporate Governance Code of November 20, 2015, together with the Board of Management. This supplement became necessary because the performance targets and comparison parameters used to determine the variable remuneration in fiscal year 2015 were amended in agreement with some members of the Board of Management. Following a detailed examination, we also approved the consolidated financial statements and the annual financial statements of Volkswagen AG for 2015 prepared by the Board of Management, as well as the combined management report. We 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. We also discussed the current state of affairs with respect to the diesel issue and dealt intensively with the situation of the Volkswagen Passenger Cars brand. Finally, the Board of Management explained the status of development of the future program TOGETHER – Strategy 2025.
Another Supervisory Board meeting was held on May 10, 2016, in which we mainly dealt with the current state of affairs with respect to the diesel issue and, in this connection, adopted the proposed resolutions to the Annual General Meeting concerning formal approval of the actions of the members of the Board of Management and Supervisory Board for fiscal year 2015, and dealt with the Board of Management’s status report on the Group’s new strategy.
The Supervisory Board meeting on June 14, 2016 again focused on the Group’s strategy and the current state of affairs with respect to the diesel issue. The Supervisory Board decided in particular to make the conclusion of settlements with the US authorities and customers in relation to the 2.0 l engines subject to its approval and to delegate the decision to grant such approval to the Special Committee on Diesel Engines.
Two more Supervisory Board meetings were held on June 21 and 22, 2016 in the context of Volkswagen AG’s 2016 Annual General Meeting. Their agenda included in particular preparations for and the post-completion analysis of the 56th Annual General Meeting of Volkswagen AG on June 22, 2016, the composition of the committees, and the current state of affairs with respect to the diesel issue.
The agenda of the Supervisory Board meeting on September 23, 2016 included a status report on the future program TOGETHER – Strategy 2025 and the current state of affairs with respect to the diesel issue. The Supervisory Board decided in particular to make the conclusion of settlements with the US Department of Justice (DOJ) subject to its approval.
The Supervisory Board additionally held a telephone conference on the current state of affairs with respect to the diesel issue on November 1, 2016. The Supervisory Board decided in particular to make the conclusion of settlements with the US authorities and customers in relation to the 3.0 l engines subject to its approval and to delegate the decision to grant such approval to the Special Committee on Diesel Engines.
The Supervisory Board held a meeting on November 4, 2016, in which we discussed not only the current state of affairs with respect to the diesel issue, but also the Volkswagen Group’s investment and financial planning and the situation of the Volkswagen Passenger Cars brand.
At the Supervisory Board meeting on November 18, 2016, we discussed in detail the Volkswagen Group’s investment and financial planning for the period from 2017 to 2021. We also dealt with the current state of affairs with respect to the diesel issue. Furthermore, the meeting focused on the status report on the new strategy and on issuing the annual declaration of conformity with the German Corporate Governance Code.
The Supervisory Board held a further telephone conference on December 20, 2016, in which we mainly dealt with the current state of affairs with respect to the diesel issue.
In the reporting period, we approved among other things the cooperation with the US-based commercial vehicle manufacturer Navistar in resolutions that were adopted by circulating written documents.