Corporate Governance and Declaration of conformity
The Supervisory Board meeting on November 11, 2022 focused on the implementation of the recommendations and suggestions of the Code in the Volkswagen Group. We discussed the Code’s requirements in detail and issued the annual declaration of conformity with the recommendations of the Code in accordance with section 161 of the AktG together with the Board of Management.
The joint declarations of conformity by the Board of Management and the Supervisory Board are permanently available at www.volkswagenag.com/en/InvestorRelations/corporate-governance/declaration-of-conformity.html. Additional information on the implementation of the recommendations and suggestions of the Code can be found in the Group Corporate Governance Declaration.
In 2020, the Audit Committee agreed on a suitable procedure with the Board of Management for ongoing monitoring of the Volkswagen Group’s related-party transactions. As part of this process, the Board of Management ensures that related-party transactions are generally at arm’s length using the “best price” principle. In addition, all transactions with the individual related parties are analyzed to determine whether transactions with the same related party cumulatively exceed the relevant threshold of 1.5% of the Volkswagen Group’s total fixed and current assets, above which obligations under the rules on related-party transactions apply. In addition, the Procurement organization reports all transactions in which the volume of the contract exceeds the amount of €1 billion; in such cases, it is then checked separately whether the contractual partner is a related party within the meaning of the rules on related-party transactions. The Audit Committee continuously monitors the actions of the Board of Management. To this end, the Audit Committee commissioned Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft (EY), most recently in November 2022, to conduct spot checks of the related parties with whom Volkswagen AG or other Volkswagen Group companies were conducting transactions, the total financial value of which in fiscal year 2022 exceeded the relevant threshold of 1.5% of the Volkswagen Group’s total fixed and current assets, above which obligations under the rules on related-party transactions apply. If and to the extent that the economic value of the related-party transactions exceeded the relevant threshold, these transactions were also checked to establish whether they were conducted at arm’s length in accordance with proper business practice. On September 5, 2022, based on the rules on related-party transactions, the Supervisory Board approved the conclusion of the share purchase agreement between Volkswagen AG and Porsche Automobil Holding SE for the sale of 25% plus one ordinary share of Dr. Ing. h.c. F. Porsche AG to Porsche Automobil Holding SE. The share purchase agreement was concluded on September 18, 2022 and published in accordance with the rules on related-party transactions. No other disclosures or approval decisions on the part of the Supervisory Board regarding related-party transactions were required in the reporting period.