Audi 2011 Annual Report Download - page 256

253
Corporate Governance Report
253 Corporate governance
253 Corporate management
declaration
254 Compliance
254 Risk management
255 Communication and
transparency
255 System of remuneration for
the Supervisory Board and
Board of Management
256 Mandates of the
Board of Management
257 Mandates of the
Supervisory Board
CORPORATE GOVERNANCE
German Corporate Governance Code in 2011
On July 2, 2010, the Federal Ministry of Justice announced a new version of the German Corporate
Governance Code dated May 26, 2010 in the official section of the electronic version of the German
Federal Gazette. The Board of Management and Supervisory Board of AUDI AG again discussed at
length the recommendations and suggestions in the Code during the past fiscal year and passed
the appropriate resolutions.
Implementation of the recommendations and suggestions
The recommendations of the Code in the version from May 26, 2010 were adhered to. However,
the Supervisory Board did not form a nominating committee (Section 5.3.3 of the Code). In the
opinion of the Board, such a committee would merely increase the number of committees without
noticeably improving the work done by the Supervisory Board. Furthermore, 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 common practice in democratic elections. Since November 23, 2009,
a cap on severance payments has been agreed when entering into new contracts with members of
the Board of Management, in compliance with Section 4.2.3 of the Code. However, contracts that
were signed prior to this date remain unaffected by the rules due to the protection of vested rights.
The response to the suggestions made in the Code is as follows:
AUDI AG will broadcast the Annual General Meeting on the Internet up until the start of the
discussion. This strikes a balance between the need for information and the general right to
privacy of the individual stockholder. This procedure means that there is no need to ensure that
stockholders who are not attending the meeting can contact a voting proxy of the Company
during the Annual General Meeting (Section 2.3.3, Sentence 3, 2nd half of sentence of the
Code). Additionally, the performance-based remuneration paid to members of the Supervisory
Board does not contain any components relating to the long-term business performance of the
Company (Section 5.4.6, Para. 2, Sentence 2 of the Code). Public discussion of this issue among
experts will continue to be monitored.
Particulars pursuant to Section 6.6 of the Code
No reportable acquisition or sales transactions were conducted during the past fiscal year.
Stock option plans and similar securities-based incentive arrangements
AUDI AG does not offer any such plans or incentive arrangements.
System of remuneration
The basic principles of the remuneration system for the members of the Supervisory Board and
Board of Management are outlined in the Notes to this Annual Report under “Details relating to
the Supervisory Board and Board of Management.” This information is also available on the
Company’s website (www.audi.com/notes).
Declaration relating to the Code on the Internet
The joint declaration of the Board of Management and Supervisory Board of AUDI AG on the
recommendations of the German Corporate Governance Code was published on the Audi website
(www.audi.com/cgk-declaration) on November 23, 2011.
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.
Corporate Governance Report