Factores que influyen en la Planificación de los Recursos

G R O U P M A N A G E M E N T R E P O RT

Structure and Business Activities

53

Volkswagen AG and the Volkswagen Group are managed by Volkswagen AG’s Board of Management in accordance with the Volkswagen AG Articles of Association and the rules of procedure for Volkswagen AG’s Board of Management issued by the Super- visory Board. The Group Board of Management, which was formed to support the work of the Board of Management, ensures that Group interests are taken into account in decisions relating to the Group’s brands and companies within the framework laid down by law. This body consists of the members of Volkswagen AG’s Board of Management, the chairmen of the larger brands and selected top managers with Group management functions. Volkswagen’s strategic management is largely conducted at Group level by four committees. These committees, which are composed of repre- sentatives both of the relevant central departments and the corresponding functions in the Company’s business areas, cover the following basic functions: product planning, investment, liquidity and foreign currency, and management issues.

Each brand in the Volkswagen Group is managed by a board of management, which ensures its independent development and its business operations. The Group targets and requirements laid down by the Board of Management of Volkswagen AG or the Group Board of Management must be complied with to the extent permitted by law. This allows Group-wide interests to be pursued while at the same time safeguarding and reinforcing each brand’s independent presence and specific characteristics. Matters that are of importance to the Group as a whole are submitted to the Group Board of Management in order – to the extent permitted by law – to reach agreement between the parties involved. The rights and obligations of the statutory bodies of the relevant brand companies remain unaffected.

The companies of the Volkswagen Group are managed sepa- rately by their respective managements. In addition to the interests of their own companies, each individual company management takes into account the interests of the Group and of the individual brands in accordance with the framework laid down by law.

M AT E R I A L C H A N G E S I N E Q U I T Y I N V E STM E N T S

The control and profit and loss transfer agreement between

MAN SE, as the controlled company, and Truck & Bus GmbH, a wholly owned subsidiary of Volkswagen AG, as the controlling com- pany, came into force on its entry in the commercial register on July 16, 2013. The conclusion of the control and profit and loss transfer agreement replaces the constructive group relationship by a contractual group, permitting considerably more efficient and

less bureaucratic cooperation between the MAN brand and the rest

of the Volkswagen Group. Noncontrolling interest shareholders of

MAN SE have the right to tender MAN ordinary and preferred shares in Truck & Bus GmbH during, and two months after the conclusion of, the award proceedings instituted in July 2013 to review the appropriateness of the cash settlement set out in the agreement in accordance with section 305 of the Aktiengesetz (AktG – German Stock Corporation Act) and the cash compensation in accordance with section 304 of the AktG. As of December 31, 2013, Truck & Bus GmbH held 75.2% of the ordinary shares and

44.8% of the preferred shares in MAN SE.

L E G A L FA C T O R S I N F L U E N C I N G B U S I N E S S

Volkswagen companies are affected – as are other international companies – by numerous laws in Germany and abroad. In particular, there are legal requirements relating to development, production and distribution, but this also includes tax, company, commercial and capital market law regulations, as well as those relating to labor, banking, state aid, energy and insurance law.

L I ST O F S H A R E H O L D I N G S O F VO L K SWA G E N A G www.volkswagenag.com/ir

G R O U P M A N A G E M E N T R E P O RT

Corporate Governance Report

54 G E R M A N CO R P O R AT E G O V E R N A N C E CO D E – A B L U E P R I N T F O R S U CC E S S F U L C O R P O R AT E G O V E R N A N C E

The German Corporate Governance Code contains recommen- dations and suggestions for good and responsible corporate governance. It was prepared by the government commission established for the purpose on the basis of the material statutory provisions and nationally and internationally accepted standards of corporate governance. The government commission reviews the German Corporate Governance Code in light of national and international developments on an annual basis and updates it as necessary. The work of the Board of Management and the Super- visory Board of Volkswagen AG is based on the recommendations and suggestions of the German Corporate Governance Code. We consider responsible and transparent corporate governance to be a key prerequisite for sustainably increasing the Company’s value. It helps strengthen the trust of our customers and investors in our work and meet the steadily increasing demand for information from national and international stakeholders.

D E C L A R AT I O N S O F CO N F O R M I T Y

( A S O F T H E D AT E O F T H E R E L E VA N T D E C L A R AT I O N )

On February 22, 2013, the Board of Management and the Super- visory Board of Volkswagen AG issued a supplement to the decla- ration of conformity with the recommendations of the German Corporate Governance Code as required by section 161 of the Aktiengesetz (AktG – German Stock Corporation Act) dated Novem- ber 23, 2012. This supplement became necessary due to changes in the application of the Code since the declaration of conformity was submitted. In this document, the Board of Management and Supervisory Board declare that the recommendations by the Government Commission on the German Corporate Governance Code of May 15, 2012 published by the German Federal Ministry of Justice on June 15, 2012 (2012 German Corporate Governance Code) have been complied with in full, with the exception of articles 4.2.3(4) (severance payment cap), 5.1.2(2) sentence 3 (age limit for members of the Board of Management), 5.3.2 sentence 3 (inde-

pendence of the Chairman of the Audit Committee), 5.4.1 (4 to 6) (disclosure regarding election recommendations), 5.4.6(2) (performance-related remuneration of members of the Supervisory Board) and 5.5.3 sentence 1 (report to the Annual General Meeting about conflicts of interest that have arisen and how they are being handled). The Board of Management and Supervisory Board also declare that the declaration of conformity submitted on Novem- ber 23, 2012 has been qualified to exclude compliance with the recommendation in article 4.2.3(3) sentence 3 (exclusion of retro- active changes to comparative parameters) for the 2012 bonus. The reason for this additional exception can be found in the supplement to the declaration of conformity issued on February 22, 2013, which is published on our website, www.volkswagenag.com/ir, under the heading “Corporate Governance”, menu item “Declarations”.

The Board of Management and the Supervisory Board of Volkswagen AG issued the annual declaration of conformity with the German Corporate Governance Code as required by section 161 of the AktG on November 22, 2013. In this document, they declare that, in the period between the declaration of November 23, 2012 and the announcement of the new version of the German Corporate Governance Code dated May 13, 2013 on June 10, 2013, the recommendations of the 2012 German Corporate Governance Code were complied with, with the exception of articles 4.2.3(4) (severance payment cap), 5.1.2(2) sentence 3 (age limit for members of the Board of Management), 5.3.2 sentence 3 (inde- pendence of the Chairman of the Audit Committee), 5.4.1(4 to 6) (disclosure regarding election recommendations), 5.4.6(2) (per- formance-related remuneration of members of the Supervisory Board), 5.5.3 sentence 1 (report to the Annual General Meeting about conflicts of interest that have arisen and how they are being handled) and 4.2.3(3) sentence 3 (exclusion of retroactive changes to comparative parameters).

From June 10, 2013 until submission of the declaration of November 22, 2013, the recommendations of the Government Commission on the German Corporate Governance Code of May 13, 2013 published by the German Federal Ministry of Justice on

Corporate Governance