Audi 2012 Annual Report Download - page 147

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Capital interests exceeding 10 percent of the voting rights
Volkswagen AG, Wolfsburg, holds around 99.55 percent of the voting rights in AUDI AG.
For details of the voting rights held in Volkswagen AG, please refer to the Management Report
of Volkswagen AG.
Composition of the Supervisory Board
The Supervisory Board comprises 20 members. Half of them are representatives of the stock-
holders, elected by the Annual General Meeting; the other half are employee representatives
elected by the employees in accordance with the German Codetermination Act. A total of seven
of these employee representatives are employees of the Company; the remaining three Supervi-
sory Board members are representatives of the unions. The Chairman of the Supervisory Board,
normally a stockholder representative elected by the members of the Supervisory Board, ulti-
mately has two votes in a second vote on the same Supervisory Board motion following a tie
vote, pursuant to Section 13, Para. 3 of the Articles of Incorporation and Bylaws.
Section 9, Para. 3 of the Articles of Incorporation and Bylaws stipulates that the term of office
for a Supervisory Board member elected to replace a Supervisory Board member who has not
fulfilled his term of office ends upon expiration of the term of office of the Supervisory Board
member leaving.
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 reacquire 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 following
a takeover bid. Nor has any compensation been agreed with members of the Board of Management
or employees in the event of a takeover bid.
SYSTEM OF REMUNERATION FOR THE SUPERVISORY BOARD AND
BOARD OF MANAGEMENT
Information on the system of remuneration for the Supervisory Board and Board of Management
is provided in the Notes to the Consolidated Financial Statements under “Details relating to the
Supervisory Board and Board of Management” and constitutes part of the Group Management
Report.