Annual Report 2023

To our Shareholders

Topics discussed by the Supervisory Board

The first Supervisory Board meeting in the reporting year took place on February 10, 2023. At this meeting, we discussed matters related to the Board of Management and remuneration and consulted with the Board of Management in particular on the e-mobility strategy in China and the supply situation. We also looked at the current status of the Volkswagen Group’s investment and financial planning.

The next meeting of the Supervisory Board took place on March 3, 2023. Following a detailed examination, we approved the consolidated financial statements and the annual financial statements of Volkswagen AG for fiscal year 2022 prepared by the Board of Management. We examined the combined management report, the combined separate nonfinancial report for 2022 and the precautionary Report by the Board of Management on Relationships of Volkswagen AG with Affiliated Companies (dependent company report) in accordance with section 312 of the Aktiengesetz (AktG – German Stock Corporation Act). The other items on the agenda included the issue of the audit engagement for the 2023 annual and consolidated financial statements as well as other accounting documents, an amendment of the remuneration system for the members of the Board of Management, the restructuring of sections of the Financial Services Division of the Volkswagen Group, especially for the establishment of TRATON Financial Services AB, the choice of location for a battery cell factory in North America and the production strategy for all-electric models in the United States.

On May 9, 2023, the Supervisory Board held a meeting that, alongside the composition of the Board of Management of Volkswagen AG, focused on the raw materials situation and preparations for the 63th Annual General Meeting of Volkswagen AG. Further topics that we discussed with the Board of Management included business development in the first quarter of 2023, developments in the Chinese market and the repositioning of CARIAD SE.

Along with the concept for the Capital Markets Day, the Supervisory Board meeting on June 13, 2023 concentrated primarily on strategic considerations for the Chinese market. In addition, we discussed with the Board of Management the current status of the Volkswagen Group’s investment and financial planning and Volkswagen AG’s energy strategy.

The Supervisory Board meeting on June 29, 2023 focused on the composition of the Board of Management of Volkswagen AG. At this meeting, we resolved to appoint Mr. Gernot Döllner as a member of the Board of Management of Volkswagen AG with effect from September 1, 2023 to succeed Mr. Markus Duesmann, who left the Company by mutual agreement, and also agreed that Mr. Döllner would additionally assume the role of Chair of the Board of Management of AUDI AG.

The meeting of the Supervisory Board on July 26, 2023 focused on the e-mobility strategy in China.

On September 29, 2023, the Supervisory Board met to discuss in particular the composition of the Board of Management, the supply of raw materials to Volkswagen AG and the portfolio strategy of the Commercial Vehicles Business Area.

One of the topics we discussed with the Board of Management at the Supervisory Board meeting on November 17, 2023 was the current status of the Volkswagen Group’s investment and financial planning and the Commercial Vehicles portfolio strategy. Together with the Board of Management, we issued the annual declaration of conformity with the German Corporate Governance Code (the Code).

In the reporting year, we voted in writing on, among other things, a further amendment of the remuneration system for the members of the Board of Management, the proposal to change the remuneration provisions for the members of the Supervisory Board submitted to the Annual General Meeting, approval of the choice of location for a battery cell factory in North America and the composition of Supervisory Board committees.

The following table shows the number of meetings of the full Board and the committees as well as the individual participation of the members of the Supervisory Board in 2023:

 

 

Meetings of the full
Supervisory Board

 

Meetings of the Committees

 

 

 

 

 

Hans Dieter Pötsch

 

8 out of 8

 

13 out of 13

Jörg Hofmann

 

8 out of 8

 

11 out of 12

Dr. Hessa Sultan Al Jaber

 

7 out of 8

 

Mansoor Ebrahim Al-Mahmoud

 

6 out of 8

 

4 out of 4

Harald Buck

 

8 out of 8

 

Matías Carnero Sojo

 

7 out of 8

 

Daniela Cavallo

 

8 out of 8

 

15 out of 16

Julia Willie Hamburg

 

6 out of 8

 

Marianne Heiß

 

8 out of 8

 

4 out of 4

Dr. Arno Homburg

 

7 out of 8

 

Günther J. Horvath (since February 28, 2023)

 

6 out of 7

 

Simone Mahler (until May 31, 2023)

 

3 out of 3

 

Peter Mosch

 

8 out of 8

 

12 out of 12

Daniela Nowak

 

8 out of 8

 

Dr. Hans Michel Piëch

 

7 out of 8

 

10 out of 13

Dr. Ferdinand Oliver Porsche

 

8 out of 8

 

4 out of 4

Dr. Wolfgang Porsche

 

6 out of 8

 

12 out of 13

Jens Rothe (until March 3, 2023)

 

2 out of 2

 

4 out of 4

Gerardo Scarpino (since April 21, 2023)

 

6 out of 6

 

10 out of 10

Karina Schnur (since July 11, 2023)

 

3 out of 3

 

Conny Schönhardt

 

8 out of 8

 

4 out of 4

Stephan Weil

 

7 out of 8

 

11 out of 13