Audi 2009 Annual Report Download - page 143

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Statutory requirements and provisions under the Articles of Incorporation and
Bylaws on the appointment and dismissal of members of the Board of Management
and on the amendment of the Articles of Incorporation and Bylaws
The appointment and dismissal of members of the Board of Management are stipulated in Sec-
tions 84 and 85 of the German Stock Corporation Act. Members of the Board of Management
are accordingly appointed by the Supervisory Board for a period of no more than five years. Re-
appointment or an extension of the term of office, in each case for no more than five years, is
permitted. Section 6 of the Articles of Incorporation and Bylaws further stipulates that the
number of members of the Board of Management is to be determined by the Supervisory Board
and that the Board of Management must comprise at least two persons.
Authorizations of the Board of Management in particular to issue new shares and to
re-acquire treasury shares
According to stock corporation regulations, the Annual General Meeting may grant authorization
to the Board of Management for a maximum of five years to issue new shares. The meeting may
authorize it, again for a maximum of five years, to issue convertible bonds on the basis of which
new shares are to be issued. The extent to which the stockholders have an option on these new
shares is likewise decided upon by the Annual General Meeting. The acquisition of treasury
shares is regulated by Section 71 of the German Stock Corporation Act.
Key agreements by the parent company that are conditional on a change of control
following a takeover bid
AUDI AG has not reached any key agreements that are conditional on a change of control follow-
ing a takeover bid. Nor has any compensation been agreed with members of the Board of Man-
agement or employees in the event of a takeover bid.
CORPORATE MANAGEMENT DECLARATION
The corporate management declaration pursuant to Section 289a of the German Commercial
Code (HGB) is permanently available on the Internet at www.audi.com/corporate-management.
SYSTEM OF REMUNERATION FOR THE SUPERVISORY BOARD AND
BOARD OF MANAGEMENT
For information on the system of remuneration for the Supervisory Board and Board of Man-
agement, please see the Notes to the Consolidated Financial Statements under “Details relating
to the Supervisory Board and Board of Management.”
BUSINESS AND UNDERLYING SITUATION
ECONOMIC ENVIRONMENT
Global economic situation
The sharp cyclical downturn initially continued at the start of 2009. Industrial nations found
themselves in recession, with the global downturn also having a marked effect on the economic
development of various emerging economies in Asia, Latin America and Central and Eastern
Europe. Far-reaching stimulus programs and the expansive monetary policies adopted by many
countries then stabilized the economic situation as the year progressed. By the end of the year,
the global economy had regained a path of moderate growth. The substantial problems of the
first half-year nevertheless meant that global economic output for 2009 as a whole fell by 2.0
(+ 1.9) percent.
The recession that the United States entered in summer 2008 was overcome mid-way through
2009. However, the ensuing recovery showed only modest vigor, with the result that gross do-
mestic product for 2009 was down 2.4 (+ 0.4) percent on the previous year. The rapid rise in