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 Mediation Committee is comprised of two shareholder representatives and two employee representatives, as was the Audit Committee until July 31, 2022. Since then, the Audit Committee has been comprised of three shareholder representatives and three employee representatives. The members of these committees as of December 31, 2022 are stated in the Group Corporate Governance Declaration.
The Executive Committee met 38 times in the reporting period. Sixteen of the meetings were held face to face and 22 as video or conference calls. In 22 meetings, the Executive Committee solely discussed the IPO of Dr. Ing. h.c. F. Porsche AG and the sale of 25% plus one ordinary share of Dr. Ing. h.c. F. Porsche AG to Porsche Automobil Holding SE. At its other meetings, the Executive Committee meticulously prepared the resolutions of the Supervisory Board, discussed the allocation of responsibilities, size and 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. In doing so, it takes into account the targets set by the Supervisory Board for its composition, and the diversity concept for the composition of the Supervisory Board, and strives to fill the profile of skills and expertise prepared for the full Board. The Nomination Committee also particularly makes sure that there are no gaps in the skills and expertise of the full Board (Skill Gaps Assessment). No meetings of this committee took place in 2022.
The Mediation Committee established in accordance with section 27(3) of the MitbestG did not need to convene in the reporting year.
The Audit Committee held four meetings in 2022. All four of the meetings were held face to face; none were held as video or conference calls. 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. The Audit Committee regularly evaluates the quality of the audit. In consultation with the auditors, it discusses the assessment of audit risk, the audit strategy and audit planning and the results of the audit.
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. In the reporting year, for example, the Supervisory Board members received training on compliance and integrity, on new environmental, social and governance (ESG) developments and requirements, and on the EU Taxonomy. 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.