Audi 2012 Annual Report Download - page 269

272
With regard to the Code’s recommendations that no more than two former members of the
Board of Management should sit on the Supervisory Board (Section 5.4.2, Sentence 3 of the
Code), the Board of Management and Supervisory Board are of the opinion that having a higher
number of former Board of Management members will not result, given the existing majority
situation, in the Board of Management not being properly advised and monitored by the Super-
visory Board. In addition, limiting the number of former Board of Management members on a
purely numerical basis would result in the loss of valuable expertise. For these reasons, a devia-
tion from the Code is declared. Nevertheless, the Supervisory Board will always ensure with
regard to its election nominations that the number of former Board of Management members
sitting on the Supervisory Board shall not impede the independent provision of advice to and
monitoring of the Board of Management.
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 indeed common practice in
democratic elections.
Given the lack of clarity surrounding the recommendation in Section 5.4.6, Para. 2,
Sentence 2 of the Code and the as yet undefined scope of a performance-related remuneration
component with regard to long-term company development, the Board of Management and
Supervisory Board are declaring this deviation from the Code as a purely precautionary measure.
The Board of Management and Supervisory Board believe that the current remuneration rules
set out in Section 16 of the Articles of Incorporation and Bylaws of AUDI AG with regard to the
Supervisory Board contain performance-oriented components that are geared towards the long-
term development of the Company.
Based on legal decisions adopted last year, there is uncertainty with regard to the required scope
of the Supervisory Board’s reporting, as recommended in Section 5.5.3, Sentence 1 of the Code,
to the Annual General Meeting on any conflicts of interest and how these have been handled. For
this reason, the Board of Management and the Supervisory Board are declaring this deviation
from the recommendation as a purely precautionary measure. Nevertheless, the Supervisory
Board will provide information on any conflicts of interest that have arisen in its report to the
Annual General Meeting.
The Supervisory Board stipulated the number of independent Supervisory Board members at
its meeting on November 29, 2012. This means that the new recommendation resulting from
Section 5.4.1 of the Code has been met with effect from this date.
The response to the suggestions made in the Code is as follows:
AUDI AG fulfills all of the suggestions made in the Code.
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 the 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 29, 2012.