OUTLINE OF THE LEGAL STRUCTURE OF THE GROUP
Volkswagen AG is the parent company of the Volkswagen Group. It develops vehicles and components for the Group, but also produces and sells vehicles, in particular Volkswagen brand passenger cars and commercial vehicles. In its function as parent company, Volkswagen AG holds interests in AUDI AG, Scania AB, SEAT S.A., Volkswagen Financial Services AG and numerous other companies in Germany and abroad. An overview of the significant Group companies can be found in the Notes to the Consolidated Financial Statements in chapter . More detailed disclosures on the shareholdings in accordance with sections 285 and 313 of the HGB can be accessed at .
Volkswagen AG’s Board of Management is the ultimate body responsible for managing the Group. The Supervisory Board appoints, monitors and advises the Board of Management; it is consulted directly on decisions that are of fundamental significance for the Company.
Information on the remuneration structure for the Board of Management and the Supervisory Board can be found in the and in the Notes to the Consolidated Financial Statements of Volkswagen AG in chapter .
ORGANIZATIONAL STRUCTURE OF THE GROUP
Volkswagen AG and the Volkswagen Group are managed by Volkswagen AG’s Board of Management in accordance with the Volkswagen AG Articles of Association and the rules of procedure for Volkswagen AG’s Board of Management issued by the Supervisory Board. Within the framework laid down by law, the Group Board of Management ensures that Group interests are taken into account in decisions relating to the Group’s brands and companies. This body consists of Board members, the chairmen of the larger brands and selected top managers with Group management functions. Each brand in the Volkswagen Group is managed by its own board of management. The Group targets and requirements laid down by the Board of Management of Volkswagen AG or the Group Board of Management must be complied with – to the extent permitted by law – in accordance with the applicable legal framework. Matters that are of importance to the Group as a whole are submitted to the Group Board of Management in order – to the extent permitted by law – to reach agreement between the parties involved. The rights and obligations of the statutory supervisory bodies of the relevant brand companies remain unaffected.
The companies of the Volkswagen Group are managed separately by their respective managements. In addition to the interests of their own companies, each individual company management takes into account the interests of the Group and of the individual brands in accordance with the framework laid down by law.
MATERIAL CHANGES IN EQUITY INVESTMENTS
On December 7, 2009, Volkswagen acquired an initial 49.9% equity interest in Dr. Ing. h.c. F. Porsche AG, Stuttgart, via Porsche Zwischenholding GmbH, Stuttgart. The remaining shares are held by Porsche Automobil Holding SE, Stuttgart, again via Porsche Zwischenholding GmbH. The intention is for Volkswagen AG and Porsche Automobil Holding SE, to merge in 2011; this would require the prior approval by the general meetings of the two companies.
On December 9, 2009, Volkswagen AG and the Suzuki Motor Corporation entered into a long-term strategic partnership with the signature of a corresponding framework agreement. On January 15, 2010, Volkswagen purchased 19.9% of Suzuki shares at a cost of €1.7 billion; Suzuki plans to invest up to one half of the purchase price paid in Volkswagen shares.
The newly formed Volkswagen Osnabrück GmbH, a direct subsidiary of Volkswagen AG, will purchase equipment and machinery from Wilhelm Karmann GmbH & Co KG in 2010. A new vehicle project is to be launched in 2011 with the new company.
On December 31, 2009, Volkswagen Retail GmbH acquired the MAHAG Group, headquartered in Munich, and its 30 operating establishments effective January 1, 2010. Measured in terms of new car sales, it is Germany’s largest Volkswagen, Audi and Porsche dealer.
LEGAL FACTORS INFLUENCING BUSINESS
Volkswagen companies are affected – as are other international companies – by numerous laws in Germany and abroad. In particular, there are legal requirements relating to development, production and distribution, but that also include tax, company, commercial and capital market law, as well as labor, banking, state aid and insurance regulations.