Report of the Supervisory Board
(in accordance with section 171(2) of the AktG)
Ladies and gentlemen,
In fiscal year 2021, the work of the Supervisory Board of Volkswagen AG and its committees focused on the Volkswagen Group’s strategic direction. The Supervisory Board regularly deliberated on the Company’s position and development in the reporting period. We supervised and supported the Board of Management in its running of the business and advised it on issues relating to the management of the Company in accordance with our duties under the law, the Articles of Association and the rules of procedure. We also observed the relevant recommendations and suggestions of the German Corporate Governance Code (the Code) at all times. The Supervisory Board was directly involved in all decisions of fundamental importance to the Group. Additionally, we discussed strategic considerations with the Board of Management at regular intervals.
The Board of Management complied with its disclosure obligations, which are set out in the information policy adopted by the Supervisory Board in 2018. The Board of Management provided us with information regularly, promptly and comprehensively both in writing and orally, particularly on all matters of relevance to the Company relating to its strategy, business development and the Company’s planning and position. This also included the risk situation and risk management. In this respect, the Board of Management also informed the Supervisory Board of further improvements to the risk and compliance management systems. In addition, the Supervisory Board received information about compliance and other topical issues from the Board of Management on an ongoing basis. We received the documents relevant to our decisions in good time for our meetings. At regular intervals, we also received a detailed report from the Board of Management on the current business position and the forecast for the current year. Any deviations in performance from the plans and targets previously drawn up were explained in detail by the Board of Management, either in person or in writing. Together with the Board of Management we analyzed the reasons for the deviations and determined corresponding countermeasures. In particular, the Board of Management reported in detail and in a timely manner on the impact of the Covid-19 pandemic and the semiconductor supply situation and explained the measures that had been taken.
In addition, the Chair of the Supervisory Board consulted with the Chair of the Board of Management at regular intervals between meetings to discuss important current issues. These included the Group’s strategy and planning, its business development, and the risk situation and risk management, including integrity and compliance issues in the Volkswagen Group. Within reason, the Chair of the Supervisory Board discussed Supervisory Board-specific topics with investors and, in consultation with the Board of Management, also non-Supervisory Board-specific topics. Governance issues were one focus of the discussions. The Chair of the Supervisory Board informed the Supervisory Board of such discussions after they had taken place.
The Supervisory Board held a total of ten meetings in fiscal year 2021. The average attendance rate was 89.7%. In addition, resolutions on particularly urgent matters were adopted in writing or by using electronic communications media. The challenges and restrictions resulting from the Covid-19 pandemic again necessitated additional flexibility for the meetings of the Supervisory Board in fiscal year 2021. Moreover, the pandemic entailed travel and contact restrictions, especially for those members of the Supervisory Board who live outside Germany, and made additional demands of those members of the Supervisory Board who also hold special roles in industry and politics. Nevertheless, all members of the Supervisory Board except for Dr. Al Abdulla attended over half of the meetings of the Supervisory Board and the committees of which they are members. Supervisory Board members who could not attend a meeting were able to engage with the meeting topics using the preparatory documents.