In order to discharge the duties entrusted to it, the Supervisory Board has established five committees: the Executive Committee, the Nomination Committee, the Mediation Committee established 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 Supervisory Board resolved on May 28, 2020 to increase the number of members of the Executive Committee in light of its growing responsibilities. Since May 29, 2020, the Executive Committee has been comprised of four shareholder representatives and four employee representatives (previously three). The shareholder representatives on the Executive Committee make up the Nomination Committee. The Special Committee on Diesel Engines is comprised of three shareholder representatives and three employee representatives. The remaining two committees are each composed of two shareholder representatives and two employee representatives. The members of these committees as of December 31, 2020 are given in the Group Corporate Governance Declaration.
The Executive Committee met 20 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 2020.
The Mediation Committee did not have to be convened in the reporting period.
The Audit Committee held five meetings in 2020. 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 and the supervision of financial reporting and the financial reporting process, and the examination thereof by the auditors. The Audit Committee also discussed the creation of a system to monitor related-party transactions in line with new requirements of the Aktiengesetz (AktG – German Stock Corporation Act).
The Special Committee on Diesel Engines is responsible for coordinating all activities relating to the diesel issue and preparing resolutions by the Supervisory Board. To this end, the Special Committee on Diesel Engines is also provided with regular information by the Board of Management. This Special Committee is also entrusted with examining any consequences of the findings. The Chairman of the Special Committee on Diesel Engines reports regularly on its work to the Supervisory Board. In 2020, the Special Committee on Diesel Engines met on two occasions to discuss, among other things, reports 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, as a rule, the shareholder and employee representatives 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. 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.