Audi 2010 Annual Report Download - page 142

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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.
COMPLIANCE
Responsible, lawful action is as much a core element of Audi’s success as its power to innovate.
Complying with statutory requirements and internal company guidelines as well as with ethical
standards is therefore an integral aspect of Audi’s corporate culture. To underpin the compliance
process and as a preventive measure, AUDI AG’s Board of Management has installed Group-wide
compliance structures. These specify that the Chief Compliance Officer of the Audi Group reports
directly to the Chairman of the Board of Management of AUDI AG and advises him on all matters
of compliance. The former in addition initiates preventive measures, manages and oversees
compliance activities and ensures that rules are observed. Through the network that includes
Central Risk Management, he ensures that comprehensive, regular risk reports are submitted to
the Board of Management and Supervisory Board (Governance, Risk & Compliance – GRC).
AUDI AG continued to expand its Group-wide compliance organization in 2010. Relevant, current
compliance topics are analyzed internally on a regular basis and incorporated into new com-
pliance programs.
At the start of 2011, AUDI AG further substantiated the Code of Conduct that is valid Group-
wide. The Code of Conduct describes the key principles of action within the Group and serves as
an aid to handling legal and ethical challenges in everyday working life. It serves as a binding
benchmark for the actions of all employees. The task of the compliance organization in this
respect is to ensure that the Code of Conduct is observed.
All Audi Group employees moreover have the opportunity to contact the compliance organization
at an internal e-mail address.
Combating corruption and educating Audi Group employees in how to do so are major priorities.
Corruption is combated both through the compliance organization and through Audi Group
Auditing. The latter is supported in its work by the Volkswagen Group’s anti-corruption system,
which takes the form of an ombudsman system: Two highly respected lawyers are available for
consultation as neutral ombudsmen. Employees and business partners can contact one of the
ombudsmen, who are bound by the lawyer’s duty of confidentiality, if they have information on
corruption to disclose. All such information is treated in the strictest confidence.