Annual Report 2024

To our Shareholders

Topics discussed by the Supervisory Board

The first Supervisory Board meeting in the reporting year took place on February 16, 2024. The main topic at this meeting was the extension of Ms. Hauke Stars’ Board of Management appointment.

The next meeting of the Supervisory Board took place on March 1, 2024. Following a detailed examination, we approved the consolidated financial statements and the annual financial statements of Volkswagen AG for fiscal year 2023 prepared by the Board of Management. We examined the combined management report, the combined separate non-financial report for 2023 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 engagements for the annual and consolidated financial statements and for the 2024 sustainability report as well as other accounting documents, approval of the agenda for the Annual General Meeting on May 29, 2024 and AUDI AG’s involvement in the Formula 1 racing series.

On May 6, 2024, the Supervisory Board held a meeting to discuss measures for pursuing strategic Group objectives, including increasing the free float of TRATON SE shares.

At the Supervisory Board meeting on May 28, 2024, we discussed contract adjustments for Board of Management members of Volkswagen AG and elections to the Supervisory Board committees. We also looked at the preparations for the 64th Annual General Meeting of Volkswagen AG. Further topics that we discussed with the Board of Management included business development and the key performance indicators for the first quarter of 2024, developments in the market, the performance program of the Volkswagen Passenger Cars brand, battery technology, the strategy for artificial intelligence and progress in the diesel proceedings.

The Supervisory Board meeting on June 14, 2024 likewise dealt with measures for pursuing strategic Group objectives, including increasing the free float of TRATON SE shares.

Discussions with the Board of Management at the Supervisory Board meeting on June 21, 2024 concentrated on the Group’s strategic alignment as well as the development of battery technology and vehicle software.

The Supervisory Board held a meeting on June 25, 2024 that also focused on the development of vehicle software and, in particular, measures to lay the foundations for a possible joint venture with Rivian Automotive, Inc.

On September 26 and 27, 2024, the Supervisory Board discussed issues related to Board of Management remuneration and the allocation of responsibilities for the Board of Management. Together with the Board of Management, we also discussed the general business development, the strategy of Volkswagen Financial Services AG, as well as the current status of the Volkswagen Group’s financial planning and the negotiations to establish a joint venture with Rivian Automotive, Inc. In addition, we focused intensively on the business and financial situation of the Volkswagen Passenger Cars brand.

At its meeting on November 12, 2024, the Supervisory Board again discussed the joint venture with Rivian Automotive, Inc. and gave the green light for establishing the joint venture.

On November 15, 2024, the Supervisory Board met to discuss in particular market developments in Europe, the Group’s hybrid strategy and development costs. In addition, we addressed issues relating to Board of Management remuneration and, 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 extension of Thomas Schäfer’s appointment to the Board of Management, the approval of a rental agreement with one member of the Board of Management, questions regarding the reimbursement of expenses, and on consent to ancillary activities of members of the Board of Management.

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 2024:

Meetings of the members of the Supervisory Board

 

 

Meetings of the full Supervisory Board

 

Meetings of the Executive Committee

 

Meetings of the Audit Committee

 

Meetings of the Nomination Committee

 

Meetings of the Mediation Committee

 

 

 

 

 

 

 

 

 

 

 

Hans Dieter Pötsch

 

8 out of 10

 

13 out of 16

 

–

 

1 out of 1

 

–

Jörg Hofmann

 

10 out of 10

 

16 out of 16

 

–

 

–

 

–

Dr. Hessa Sultan Al Jaber

 

9 out of 10

 

–

 

–

 

–

 

–

Mansoor Ebrahim Al-Mahmoud

 

7 out of 10

 

–

 

3 out of 4

 

–

 

–

Rita Beck

 

10 out of 10

 

16 out of 16

 

–

 

–

 

–

Harald Buck

 

9 out of 10

 

–

 

–

 

–

 

–

Matías Carnero Sojo

 

8 out of 10

 

–

 

–

 

–

 

–

Daniela Cavallo

 

9 out of 10

 

16 out of 16

 

4 out of 4

 

–

 

–

Julia Willie Hamburg

 

10 out of 10

 

–

 

–

 

–

 

–

Marianne Heiß

 

10 out of 10

 

–

 

4 out of 4

 

–

 

–

Dr. Arno Homburg

 

10 out of 10

 

–

 

–

 

–

 

–

Günther J. Horvath

 

9 out of 10

 

–

 

–

 

–

 

–

Daniela Nowak

 

10 out of 10

 

–

 

–

 

–

 

–

Dr. Hans Michel Piëch

 

9 out of 10

 

16 out of 16

 

–

 

1 out of 1

 

–

Dr. Ferdinand Oliver Porsche

 

8 out of 10

 

–

 

3 out of 4

 

–

 

–

Dr. Wolfgang Porsche

 

7 out of 10

 

14 out of 16

 

–

 

1 out of 1

 

–

Gerardo Scarpino

 

10 out of 10

 

16 out of 16

 

4 out of 4

 

–

 

–

Karina Schnur

 

8 out of 10

 

–

 

–

 

–

 

–

Conny Schönhardt

 

10 out of 10

 

–

 

4 out of 4

 

–

 

–

Stephan Weil

 

5 out of 10

 

12 out of 16

 

–

 

1 out of 1

 

–
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