Audi 2014 Annual Report Download - page 205

CORPORATE GOVERNANCE REPORT
CORPORATE GOVERNANCE // CORPORATE MANAGEMENT DECLARATION // COMPLIANCE
>> 205
With regard to the Code’s recommendation 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 Man-
agement members will not result, given the existing majority
situation, in the Board of Management not being properly
advised and monitored by the Supervisory 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 deviation from the Code is de-
clared. Nevertheless, the Supervisory Board will always ensure
with regard to its election nominations that the number of for-
mer 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.
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 for the Supervisory Board 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 Manage-
ment and Supervisory Board believe that the current remu-
neration rules set out in Section 16 of the Articles of Incor-
poration and Bylaws of AUDI AG with regard to the members
of the Supervisory Board contain a performance-related
component that is geared towards the long-term develop-
ment of the Company.
The response to the suggestions made in the Code is as follows:
AUDI AG fulfills all of the suggestions made in the Code.
/ STOCK OPTION PLANS AND SIMILAR SECURITIES-
BASED INCENTIVE ARRANGEMENTS
AUDI AG does not offer any such plans or incentive arrange-
ments.
/ DECLARATION RELATING TO THE CODE ON THE
INTERNET
The current joint declaration of the Board of Management
and the Supervisory Board of AUDI AG on the recommenda-
tions of the German Corporate Governance Code has been
available on the Audi website www.audi.com/cgk-declaration
since November 27, 2014.
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
Ensuring that all corporate decisions are made in accordance
with the relevant laws, internal rules and voluntary undertak-
ings is of fundamental importance to the long-term success
of Audi. Audi has therefore developed a preventive approach
to compliance, the aim of which is to exclude the possibility of
potential breaches of the rules in advance. The Group-wide
Code of Conduct provides the basis for this approach.
The Governance, Risk & Compliance (GRC) area is in charge of
compliance activities across the Group as a whole and is led by
the Chief Compliance Officer, who reports directly to the
Chairman of the Board of Management. During the reporting
period, he was supported by 27 compliance officers working
at the AUDI AG subsidiaries. A further 16 risk compliance
coordinators work in the individual divisions of AUDI AG,
acting as multipliers in relation to compliance issues.