OUTLINE OF THE LEGAL STRUCTURE OF THE GROUP
Volkswagen AG is the parent company of the Volkswagen Group. It develops vehicles and components for the Group’s brands, but also produces and sells vehicles, in particular Volkswagen brand passenger cars and commercial vehicles. In its function as parent company, Volkswagen AG holds direct and indirect interests in AUDI AG, Scania AB, SEAT S.A., ŠKODA AUTO a.s., Volkswagen Financial Services AG and numerous other companies in Germany and abroad. An overview of the can be found in the to the consolidated financial statements. More detailed disclosures are contained in the list of shareholdings in accordance with sections 285 and 313 of the Handelsgesetzbuch (HGB – German Commercial Code), which can be accessed at and is part of the annual financial statements.
Volkswagen AG’s Board of Management is the ultimate body responsible for managing the Group. The Supervisory Board appoints, monitors and advises the Board of Management; it is consulted directly on decisions that are of fundamental significance for the Company.
Information on the remuneration structure for the Board of Management and the Supervisory Board can be found in the and in the notes to the consolidated financial statements of Volkswagen AG in chapter .
ORGANIZATIONAL STRUCTURE OF THE GROUP
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 Supervisory Board. Within the framework laid down by law, the Group Board of Management ensures that Group interests are taken into account in decisions relating to the Group’s brands and companies. This body consists of Board members, the chairmen of the larger brands and selected top managers with Group management functions. Each brand in the Volkswagen Group is managed by a board of management. 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 – in accordance with the applicable legal framework. 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 supervisory bodies of the relevant brand companies remain unaffected.
The companies of the Volkswagen Group are managed separately 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.
MATERIAL CHANGES IN EQUITY INVESTMENTS
On July 27, 2010, Automobili Lamborghini Holding S.p.A. acquired a 90.1% interest in the renowned design and development services provider Italdesign Giugiaro S.p.A. in Turin, Italy. The Giugiaro family continues to hold the remaining shares. The company has been making a significant contribution to the design of several Volkswagen Group brands for many years.
On January 15, 2010, Volkswagen acquired a 19.9% interest in Suzuki on the basis of the long-term strategic partnership with Suzuki that was agreed on December 9, 2009.
Volkswagen Osnabrück GmbH, a direct subsidiary of Volkswagen AG, purchased land and buildings at the Osnabrück site from Wilhelm Karmann GmbH & Co KG in 2010. A new vehicle project is to be implemented with this company in 2011.
LEGAL FACTORS INFLUENCING BUSINESS
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 that also include tax, company, commercial and capital market law, as well as labor, banking, state aid and insurance regulations.