Audi 2008 Annual Report Download - page 6

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REPORT OF THE SUPERVISORY BOARD
April 10, 2008. All ten sitting employee representatives on
the Supervisory Board were re-elected. The election of
stockholder representatives took place at the Annual
General Meeting on May 7, 2008. Holger P. Härter, Prof.
Ferdinand K. Piëch and Dr. Wendelin Wiedeking were elect-
ed as new members of the Supervisory Board. The term of
office of all Supervisory Board members ends with the
close of the Annual General Meeting, which is to give dis-
charge for the 2012 fiscal year.
At its constituent meeting on May 7, 2008, the Supervisory
Board re-elected Prof. Dr. Martin Winterkorn as its Chairman
and Berthold Huber as Deputy Chairman. The Negotiating
Committee pursuant to Section 27, Para. 3 of the German
Codetermination Act and the Audit Committee pursuant to
Section 5.3.2 of the German Corporate Governance Code
were also elected.
In the past fiscal year, the Board of Management provided
the Supervisory Board with regular, up-to-date and com-
prehensive accounts of its actions. All decisions fundamen-
tally important to the Company were discussed in depth
between the Board of Management and the Supervisory
Board. The Supervisory Board reviewed and held extensive
discussions with the Board of Management on the eco-
nomic situation of the Company, the development of sales
markets, the business policy and risk management ap-
proach, together with the risk exposure of the Company, at
quarterly meetings throughout 2008 and also on the basis
of regular, detailed oral and written reports from the
Board of Management. All members were present at more
than half of the meetings. The Supervisory Board reached
decisions on business developments requiring urgent con-
sideration by written circular. The members of the Presid-
ing Committee held extensive consultations before each
Supervisory Board meeting. The Negotiating Committee
did not need to be convened in the 2008 fiscal year.
The principal topics considered at the Supervisory Board’s
meetings were in particular the financial crisis, its direct
impact on the real economy, and the currently unforesee-
able consequences for the automotive industry and in par-
ticular the Audi Group. Other major issues for consultation
included the Company’s technological responses to the
continuing debate about CO2emissions, and extensive dis-
cussions about market opportunities and risks for the Audi
core brand based on the current and future model range.
In addition, the Supervisory Board devoted considerable
attention to the mandatory offer by Porsche Automobil
Holding SE, Stuttgart, to the shareholders of AUDI AG
on September 25, 2008 and, jointly with the Board of
Management of AUDI AG, published an opinion pursuant
to Section 27 of the German Securities and Takeover Act
(WpÜG) on October 16, 2008. In view of the financial
valuations available at the time of the drafting of the reso-
lution and the trading prices of Audi shares during the peri-
od of the offer, the Supervisory Board and Board of Man-
The Audi Group succeeded in maintaining the growth of re-
cent years in the 2008 fiscal year, amid an increasingly dif-
ficult economic environment. In addition to establishing a
new record for manufacturing output, the Company de-
livered over one million premium cars of the Audi brand for
the first time in its history. Moreover, revenue and key earn-
ings ratios reached new all-time highs. The Supervisory Board
would like to take this opportunity to thank the manage-
ment, the elected employee representatives and the staff
for everything they did to make this achievement possible.
All seats on the Supervisory Board were up for re-election
during the past year. With the close of the Annual General
Meeting on May 7, 2008, Dr. Thomas R. Fischer, Dr. Claus
Helbig and Dr. Axel Freiherr von Ruedorffer retired from
the Supervisory Board. The Supervisory Board greatly ap-
preciated their constructive advice and critical questioning,
and voices its sincere thanks and indebtedness to Dr. Fischer,
Dr. Helbig and Dr. von Ruedorffer for the work they accom-
plished. The ten employee representatives were elected on
Prof. Dr. rer. nat. Martin Winterkorn
Chairman of the Supervisory Board