Declaration of conformity

(AS OF THE DATE OF THE RELEVANT DECLARATION)

On November 20, 2009, the Board of Management and Supervisory Board of Volkswagen AG issued the statutorily required declaration of conformity with the German Corporate Governance Code as required by section 161 of the Aktiengesetz (AktG – German Stock Corporation Act).

In it they declared that they had complied with the recommendations of the Government Commission on the German Corporate Governance Code as issued on June 6, 2008, until the release of the revised version dated June 18, 2009 on August 5, 2009, with the exception of article 4.2.3(4) and (5) (cap on severance payments). This means that until the meeting of the Supervisory Board on November 20, 2009 that regularly deals with the recommendations and suggestions of the Code, the Company had largely complied with the Code as amended on June 18, 2009. The departures from it related to articles 3.8(2) (deductible under the D&O insurance), 4.2.3(2), sentences 2 and 3 (comparison parameters for variable compensation) and 4.2.3(3) and (4) (cap on severance payments).

The Board of Management and Supervisory Board have moreover declared that, in issuing the current declaration of conformity dated November 20, 2009, they have complied with the recommendations of the German Corporate Governance Code as amended on June 18, 2009 except for articles 3.8(2) (deductible under the D&O insurance), 4.2.3(2), sentences 2 and 3 (comparison parameters for variable compensation) and 4.2.3(3) and (4) (cap on severance payments).

A deductible under the D&O insurance in accordance with article 3.8(2) is to be included in the new insurance contract as from January 1, 2010. The requirements of articles 4.2.3(2), sentences 2 and 3 (comparison parameters for variable compensation) and 4.2.3(3) and (4) (cap on severance payments) are to be taken into account when entering into new contracts with members of the Board of Management in future.

The recommendations in articles 3.8(2) (deductible under the D&O insurance) and 4.2.3(2), sentences 2 and 3 (comparison parameters for variable compensation) provided new guidance; for this reason they will only be complied with in the future. In the past, the cap on severance payments had been viewed rather critically from a legal perspective and Volkswagen had therefore qualified its declaration of conformity in relation to this aspect. However, practical application has since led to the development of options that make it seem expedient to follow this recommendation as well in future.

The current joint declaration of conformity by the Board of Management and the Supervisory Board under section 161 of the AktG has been published on our website, www.volkswagenag.com/ir.

In addition, the Volkswagen Group will largely comply with the suggestions of the Code. However, there are no plans to take long-term performance into account in determining Supervisory Board compensation (article 5.4.6, sentence 5). We will continue tracking the debate on this matter in professional circles.

In their declaration of conformity with the German Corporate Governance Code on November 23, 2009, the Board of Management and Supervisory Board of AUDI AG declared that the recommendations of the Code as issued on June 6, 2008 until the release of the revised version on August 5, 2009 had largely been complied with. However, there were qualifications: article 4.2.3(4) and (5) (cap on severance payments) is not complied with, the Supervisory Board has not formed a Nomination Committee (article 5.3.3 of the Code), members are not elected to the Supervisory Board on an individual basis (article 5.4.3, sentence 1 of the Code), and the remuneration of the members of the Supervisory Board is not reported individually, classified by components (article 5.4.6(3), sentence 1 of the Code). The Board of Management and Supervisory Board of AUDI AG also declared that after August 5, 2009, they complied and continue to comply with the recommendations as amended on June 18, 2009, except for articles 3.8(2), sentence 2 (deductible under the D&O insurance for the Supervisory Board), 4.2.3(2), sentences 2 and 3 (comparison parameters for variable compensation), 4.2.3(3) and (4) (cap on severance payments), 5.3.3 (Nomination Committee) and 5.4.3, sentence 1 (election of members to the Supervisory Board on an individual basis). A deductible under the D&O insurance (article 3.8(2), sentence 2) is to be included in the new insurance contract as from January 1, 2010. In addition, a cap on severance payments (article 4.2.3(3) and (4)) is to be taken into account in future when entering into new contracts with members of the Board of Management. The declaration of conformity is published at www.audi.com.

The following qualifications apply to AUDI AG with regard to the suggestions contained in the Code: the Annual General Meeting of AUDI AG is not broadcast on the Internet (article 2.3.4 of the Code). There is therefore no need to enable absent shareholders to contact the company’s proxies (article 2.3.3, sentence 3, 2nd half-sentence of the Code) during the Annual General Meeting. Moreover, there are no plans to take long-term performance into account in determining Supervisory Board compensation (article 5.4.6, sentence 5). AUDI AG will continue tracking the debate on this matter in professional circles.

DECLARATION OF CONFORMITY OF VOLKSWAGEN AG
www.volkswagenag.com/ir

DECLARATION OF CONFORMITY OF AUDI AG
www.audi.com

Top
Deutsch | English
Download Manager
Collect files for a combined download.
Compare Key Figures
Create your personal overview of important key figures.