Committee activities

In order to perform its duties, the Supervisory Board has established six committees: the Presidium and the Mediation Committee in accordance with section 27(3) of the Mitbestimmungsgesetz (MitbestG – German Codetermination Act) as well as the Audit Committee and the Shareholder Business Relationships Committee (AfGA), the Committee for Special Business Relationships (AfbG) and a Nomination Committee. According to their rules of procedure, the Presidium and the Committee for Special Business Relationships should each be composed of three shareholder representatives and three employee representatives; the members of the Nomination Committee are the same persons as the shareholder representatives in the Presidium; the remaining committees are each composed of two shareholder and two employee representatives. Membership of the committees at the end of 2008 is indicated in the list in chapter Supervisory Board.

In 2008, the Presidium of the Supervisory Board met five times. In particular, it prepared the resolutions by the Supervisory Board and also decided on issues relating to contracts with the Board of Management.

The Mediation Committee was not required to convene during the year.

The Audit Committee met four times in 2008 and was primarily concerned with the consolidated financial statements, risk management and progress in the implementation of a compliance organization. In addition, the Audit Committee dealt with the quarterly reports, the half-yearly financial report, as well as current matters relating to financial reporting and the audit of the financial statements by the auditors.

One of the Shareholder Business Relationships Committee’s tasks is to supervise Volkswagen AG’s and its Group companies’ business relationships with Volkswagen AG shareholders who hold at least 5% of voting rights. In addition, the committee monitors compliance with the business processes established by the Board of Management which were put in place to structure legal relationships with shareholders in accordance with agreements. The Shareholder Business Relationships Committee met four times in 2008.

The Shareholder Business Relationships Committee addressed in detail accusations made by a former employee against members of the Board of Management and the Supervisory Board. It commissioned comprehensive examinations by auditors and external experts. The accusations proved to be unfounded.

The Committee for Special Business Relationships (AfbG) is responsible in particular for dealing with business transactions between Porsche Automobil Holding SE and its Group companies on the one hand, and companies of the Volkswagen Group on the other, that require the approval of the Supervisory Board. The AfbG met once in 2008. At its meeting on February 13, 2009, the AfbG authorized the Board of Management to acquire the Scania shares from the mandatory bid by Porsche Automobil Holding SE at the offer price. This relates to approximately 4.4 million Scania A shares at a price of SEK 68.52/share and approximately 59 million Scania B shares at a price of SEK 67.10/share.

At our meeting on November 21, 2008, the Supervisory Board agreed to optimize the working methods of both the Shareholder Business Relationships Committee and the Committee for Special Business Relationships, and instructed the Board of Management to prepare appropriate proposals.

The Nomination Committee is responsible for the proposal of suitable candidates for the Supervisory Board to recommend for election to the Annual General Meeting.The Committee did not convene during the reporting period.

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