In order to discharge the duties entrusted to it, the Supervisory Board has established four committees: the Executive Committee, the Nomination Committee, the Mediation Committee established in accordance with section 27(3) of the Mitbestimmungsgesetz (MitbestG – German Codetermination Act) and the Audit Committee. The Executive Committee is comprised of four shareholder representatives and four employee representatives. The shareholder representatives on the Executive Committee make up the Nomination Committee. The Audit Committee and the Mediation Committee are each composed of two shareholder representatives and two employee representatives. The members of these committees as of December 31, 2021 are stated in the Group Corporate Governance Declaration.
The Executive Committee met twelve times in the reporting period. At its meetings, the Executive Committee meticulously prepared the resolutions of the Supervisory Board, discussed the composition of the Board of Management and took decisions on matters such as contractual issues concerning the Board of Management other than remuneration, and consent to ancillary activities by members of the Board of Management.
The Nomination Committee is responsible for proposing suitable candidates for the Supervisory Board to recommend for election to the Annual General Meeting. This committee met on one occasion in 2021.
During the reporting year, the Mediation Committee established in accordance with section 27(3) MitbestG was not required to convene formally in the exercise of its statutory duties. However, in October 2021, the Supervisory Board entrusted the Mediation Committee with the additional task of developing a proposal for the future structure of areas of responsibility within the Board of Management and possible changes to the composition of the Board of Management. To this end, the Mediation Committee established in accordance with section 27(3) MitbestG met six times during the reporting year.
The Audit Committee held four meetings in 2021. It focused on the annual and consolidated financial statements, the Risk Management System including the effectiveness of the Internal Control System and the Internal Audit System, and the work performed by the Company’s Compliance organization. In addition, the Audit Committee concerned itself with the Volkswagen Group’s quarterly reports and the half-yearly financial report, as well as with current issues, the supervision of financial reporting and the financial reporting process, and the examination thereof by the auditors.
A further committee formed by the Supervisory Board is the Special Diesel Engine Committee, which was in existence from October 2015 to December 2021. Comprised of three shareholder representatives and three employee representatives, the Special Diesel Engine Committee was responsible for supporting the investigations in connection with the manipulation of emissions figures for Volkswagen Group diesel engines and preparing Supervisory Board resolutions for necessary measures at Supervisory Board level. To this end, the Special Diesel Engine Committee was provided with regular information by the Board of Management. The Chair of the Special Diesel Engine Committee reported regularly on the Committee’s work to the Supervisory Board. The tasks of the Special Diesel Engine Committee were essentially completed by the end of December 2021: the Supervisory Board has completed its investigations into the diesel issue as far as the civil liability of the members of the boards are concerned. In light of this situation, the Supervisory Board dissolved the Special Diesel Engine Committee with effect from the end of December 31, 2021. Any measures connected with the diesel issue to be addressed in the future will be discussed directly by the full Supervisory Board and prepared by the Executive Committee. The Board of Management will also report to the Executive Committee or to the full Supervisory Board on current developments in connection with the diesel issue in future. In 2021, the Special Diesel Engine Committee met on two occasions to discuss, among other things, a report from the Board of Management on the state of affairs with respect to the diesel issue as well as the latest developments in the consumer action for model declaratory judgment brought by the Verbraucherzentrale Bundesverband (Federation of Consumer Organizations) and in various other legal proceedings.
Furthermore, the shareholder and employee representatives generally met for separate preliminary discussions before each of the Supervisory Board meetings.
In connection with their seat on the Supervisory Board, members of the Supervisory Board receive support from the Company upon induction as well as with respect to education and training; the Company particularly supports the organization of seminars and bears the costs thereof. During the reporting year, for example, the members of the Supervisory Board participated in training on the amendments to the Finanzmarktstabilisierungsgesetz (German Financial Market Stabilization Act), on amendments to the remuneration report in accordance with the Gesetz zur Umsetzung der Aktionärsrechte-Richtlinie (German Act Implementing the Shareholders Rights Directive) and on developments in the field of sustainability reporting. In addition, the members of the Audit Committee received training on selected accounting issues and regulatory developments. Supervisory Board members appointed for the first time are also provided with a detailed introduction to topics that apply specifically to the Supervisory Board of Volkswagen AG.