The Supervisory Board had established a total of six committees in order to perform the duties entrusted to it: the Executive Committee, the Committee for Major Shareholder Business Relationships (Ausschuss für Geschäfte mit Großaktionären – AfGG), the Nomination Committee, the Mediation Committee in accordance with section 27(3) of the Mitbestimmungsgesetz (MitbestG – German Codetermination Act), the Audit Committee and the Integrated Automotive Group Committee ( IAK ). The AfGG and the IAK were dissolved on September 21, 2012. The AfGG’s remaining tasks were assumed by the Executive Committee. In line with its rules of procedure, the Executive Committee consists of three shareholder representatives and three employee representatives, while the AfGG comprised four shareholder representatives and four employee representatives. The members of the Nomination Committee are the shareholder representatives in the Executive Committee; the remaining three committees are/were each composed of two shareholder representatives and two employee representatives. The members of the committees as of December 31, 2012 and as of the reporting date are given in chapter of this annual report.
The Executive Committee of the Supervisory Board met eight times during the period under review. These meetings mainly served to prepare in detail the resolutions by the Supervisory Board and to deal with contractual issues concerning the Board of Management other than those relating to members’ remuneration. In its meeting on November 5, 2012, the Executive Committee discussed and approved the final terms and conditions for the issuance of a mandatory convertible note. The Executive Committee was authorized to do so by a resolution of the Supervisory Board of Volkswagen AG dated November 5, 2012, which was adopted by circulating written documents.
The AfGG met once in the period under review before being dissolved on September 21, 2012.
The Nomination Committee is responsible for proposing suitable candidates for the Supervisory Board to recommend for election to the Annual General Meeting. The Committee met once during the past fiscal year.
The Mediation Committee did not have to be convened in 2012.
The Audit Committee met four times during the reporting period. It focused primarily on the consolidated financial statements, risk management (including the internal control system), and the work performed by the Company’s compliance organization. In addition, the Audit Committee addressed the quarterly reports and the half-yearly financial report of the Group, as well as current financial reporting issues and their examination by the auditors.
The IAK adopted resolutions relating to the creation of the integrated automotive group with Porsche. The Committee met twice during the past fiscal year before being dissolved on September 21, 2012.
In addition, the shareholder and employee representatives met for separate preliminary discussions before each of the Supervisory Board meetings.