Audi 2006 Annual Report Download - page 128

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In 2006, the Federal Ministry of Justice revised the German Corporate Governance Code and
promulgated the version dated June 12, 2006. The Board of Management and Supervisory
Board of AUDI AG discussed the amendments at length in the past financial year and passed
the appropriate resolutions.
The Code in the version dated June 12, 2006 is complied with. However, the restriction ap-
plies that AUDI AG will not disclose the remuneration of members of the Supervisory Board
individually, broken down by component (Section 5.4.7 Para. 3 Sentence 1 of the Code), in
order not to infringe privacy rights.
The Code’s suggestion of taking long-term performance into consideration in the Super-
visory Board’s remuneration (Section 5.4.7 Para. 2 Sentence 2 of the Code) and taking one-
off variable components tied to business success into consideration in the Board of Man-
agement’s remuneration (Section 4.2.3 Para. 2 Sentence 2 of the Code) is not currently im-
plemented by AUDI AG, as the debate in specialist quarters as to the specific form to be
taken has still not yet reached a conclusion. The outcome of this debate is to be awaited.
The restriction moreover applies that the elections to the Supervisory Board do not take
the form of elections of individuals (Section 5.4.3 Sentence 1 of the Code). Elections by list
are a common practice in democratic elections. The following qualifications moreover apply
to the suggestions made in the Code:
The Annual General Meeting will not be broadcast on the internet (Section 2.3.4 of the
Code) in order not to infringe the privacy rights of individual shareholders. For this reason,
the provision for absent shareholders to contact the company’s proxy exercising voting
rights (Section 2.3.3 Sentence 3, 2nd half of sentence of the Code) even during the Annual
General Meeting is not necessary.
No notifiable acquisition and sale transactions were carried out in the past financial year.
AUDI AG does not offer any such schemes or incentive arrangements.
The basic principles of the system of remuneration for the members of the Board of Man-
agement are described in detail in the Notes to this Annual Report, under “Details of the
Supervisory Board and Board of Management”. This information is also available on the
company’s website (www.audi.com/notes).
The joint declaration of the Board of Management and Supervisory Board of AUDI AG on the
recommendations of the German Corporate Governance Code was placed on the Audi web-
site (www.audi.com/cgk-declaration) on December 6, 2006.
Corp orate Gov e rnance
Revision to Code in 2006
Implementation of the
recommendations and
suggestions
Particulars pursuant to
Section 6.6 of the Code
Stock option schemes and
similar securities-based
incentive arrangements
System of remuneration
Internet declaration on the
Code