Objectives for the composition of the Supervisory Board and Board of Management as well as Senior Executive Positions
In view of the Company’s specific situation, its purpose, its size and the extent of its international activities, the Supervisory Board of Volkswagen AG strives to achieve a composition that takes the Company's ownership structure and the following aspects into account:
- At least three members of the Supervisory Board should be persons who embody the criterion of internationality to a particularly high degree.
- At least four members of the Supervisory Board should be shareholder representatives with no potential conflicts of interest, particularly conflicts of interest that could arise from an advisory or board position at customers, suppliers, lenders, or other third parties.
- In addition, at least four of the shareholder representatives on the Supervisory Board must be persons who are independent as defined in number 5.4.2 of the Code.
- At least three of the seats on the Supervisory Board should be held by people who make a special contribution to the diversity of the Board.
- Furthermore, proposals for elections should not normally include persons who will have reached the age of 75 on the date of the election or who will have been members of the Supervisory Board for more than 15 years on the date of the election.
The above criteria have been met. After thorough deliberation, the Supervisory Board decided to propose Mr. Hans Michel Piëch to the 2019 Annual General Meeting for re-election to the Supervisory Board, despite him exceeding the regular age limit of 75 (in accordance with the Supervisory Board rules of procedure) at the time of election. Mr. Hans Michel Piëch is indirectly the largest individual shareholder in Volkswagen AG and – thanks in part to his many years of work for numerous other companies in the Volkswagen Group – has a particular wealth of experience and expertise in the Company’s business areas. The Supervisory Board is confident that he will continue to contribute this in the Company’s best interests in the future. The independent members of the Supervisory Board within the meaning of number 5.4.2 of the Code are, at the present time in any case, Ms. Hessa Sultan Al-Jaber and Ms. Louise Kiesling, Mr. Hussain Ali Al-Abdulla, Mr. Bernd Althusmann and Mr. Stephan Weil.
In addition, the Supervisory Board has decided on the following profile of skills and expertise for the full Board:
The Supervisory Board as a whole must collectively have the knowledge, skills and professional expertise required to properly perform its supervisory function and assess and monitor the business conducted by the company. For this, the members of the Supervisory Board must collectively be familiar with the sector in which the Company operates. The key skills and requirements of the Supervisory Board as a whole include, in particular:
- Knowledge of or experience in the manufacture and sale of all types of vehicles and engines or other technical products,
- Knowledge of the automotive industry, the business model and the market, as well as product expertise,
- Knowledge in the field of research and development, particularly of technologies with relevance for the Company,
- Experience in corporate leadership positions or in the supervisory bodies of large companies,
- Knowledge in the areas of governance, law or compliance,
- Detailed knowledge in the areas of finance, accounting, or auditing,
- Knowledge of the capital markets,
- Knowledge in the areas of controlling/risk management and the internal control system,
- Human resources expertise (particularly the search for and selection of members of the Board of Management, and the succession process) and knowledge of incentive and remuneration systems for the Board of Management,
- Detailed knowledge or experience in the areas of codetermination, employee matters and the working environment in the Company.
The current composition of the Supervisory Board is also in line with this profile of skills and expertise. The curriculum vitae of the members of the Supervisory Board are available online at www.volkswagenag.com/en/group/executive-bodies.html.
The statutory quota of at least 30% women and at least 30% men has applied to new appointments to the Supervisory Board of Volkswagen AG since January 1, 2016 as required by the Gesetz für die gleichberechtigte Teilhabe von Frauen und Männern an Führungspositionen in der Privatwirtschaft und im öffentlichen Dienst (Führpos-GleichberG – German Act on the Equal Participation of Women and Men in Leadership Positions in the Private and Public Sectors). Shareholder and employee representatives have resolved that each side will meet this quota separately. The shareholder representatives have met the quota of at least 30% women and at least 30% men since the 56th Annual General Meeting on June 22, 2016. The employee representatives have met the quota since the end of the 57th Annual General Meeting on May 10, 2017. Both the shareholder and the employee representatives fulfilled the quota on December 31, 2019.
The Supervisory Board set a target quota of 11.1% for the period after December 31, 2016 for the proportion of female members on the Board of Management as required in accordance with the FührposGleichberG. The new deadline set for achievement of this target is December 31, 2021. The proportion of female members on the Board of Management of Volkswagen AG as of December 31, 2019 was 12.5%, thus meeting the target quota.
For the proportion of women in management in accordance with the FührposGleichberG, Volkswagen AG has set itself the target of 13.0% women in the first level of management and 16.9% women in the second level of management for the period up to the end of 2021. As of December 31, 2019, the proportion of women in the active workforce at the first level of management was 11.4 (10.7)% and at the second level of management it was 16.4 (15.4)%.