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Supervisory Board Remuneration

Following its regular review of Supervisory Board remuneration, the Supervisory Board proposed a reorganization of the system of Supervisory Board remuneration to the 2017 Annual General Meeting, which was approved on May 10, 2017 with 99.98% of the votes cast. The remuneration of the members of the Supervisory Board of Volkswagen AG no longer contains any performance-related remuneration components but consists entirely of non-performance-related remuneration components. This is in line with the trend in supervisory board remuneration at DAX-listed companies, most of whose supervisory board remuneration now comprises fixed remuneration only. Compared with other large listed companies in Germany, the amount of the proposed remuneration components is also standard for the market and is appropriate. This was confirmed by a renowned, external remuneration consultant who assisted the Supervisory Board in reorganizing the remuneration system for members of the Supervisory Board. Remuneration for supervisory board work at subsidiaries continues in part to comprise a mix of non-performance-related and performance-related components.

The following applies to members of the Supervisory Board of Volkswagen AG with retroactive effect from January 1, 2017:

  • Members of the Supervisory Board receive fixed remuneration of €100,000 per fiscal year.
  • The Chairman of the Supervisory Board receives fixed remuneration of €300,000, while the Deputy Chairman receives remuneration of €200,000.
  • For their work in the Supervisory Board committees, the members of the Supervisory Board also receive additional fixed remuneration of €50,000 per committee per fiscal year provided the committee met at least once per year for the performance of its duties. Memberships of the Nomination and Mediation Committees established in accordance with section 27(3) of the Mitbestimmungsgesetz (German Codetermination Act) are not taken into account.
  • Committee chairpersons receive double this amount, while deputy chairpersons receive one-and-a-half times the committee remuneration listed above.
  • Membership of no more than two committees is taken into account, whereby the two functions with the highest remuneration are counted if this maximum number is exceeded.
  • Supervisory Board members who belonged to the Supervisory Board or one of its committees for only part of the fiscal year receive proportionate remuneration.
  • Supervisory Board members receive an attendance fee of €1,000 for attending a meeting of the Supervisory Board or one of its committees; if several meetings are held on one day, the attendance fee is paid only once.
  • The remuneration and attendance fees are each payable after the end of the fiscal year.

In fiscal year 2017, the members of the Supervisory Board received €3,786,839 (5,396,565). Of this figure, €2,000,000 related to the work of the Supervisory Board and €836,389 related to the work in the committees.

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REMUNERATION OF THE MEMBERS OF THE SUPERVISORY BOARD

  

 

 

  

FIXED REMUNER­ATION

  

WORK IN THE COMMIT­TEES

  

OTHER1

  

TOTAL

  

WAIVER FOR 2016

  

TOTAL

1

Attendance fees, membership of other Group bodies (non-performance-related: €257,000; performance-related: €270,450).

2

These employee representatives have stated that they will transfer their Supervisory Board remuneration to the Hans Böckler Foundation in accordance with the guidelines issued by the German Confederation of Trade Unions (DGB).

3

Under section 5(3) of the Niedersächsisches Ministergesetz (Act Governing Ministers of the State of Lower Saxony), these members of the Supervisory Board are obliged to transfer their Supervisory Board remuneration to the State of Lower Saxony as soon as and to the extent that it exceeds €6,200 per annum. Remuneration is defined for this purpose as Supervisory Board remuneration and attendance fees exceeding the amount of €200.

€

  

 

  

 

  

 

  

2017

  

 

  

2016

 

  

 

  

 

  

 

  

 

  

 

  

 

Hans Dieter Pötsch

  

–

  

–

  

–

  

–

  

65,500

  

585,800

Jörg Hofmann2

  

200,000

  

75,000

  

20,000

  

295,000

  

31,333

  

330,333

Hussain Ali Al-Abdulla

  

100,000

  

–

  

7,000

  

107,000

  

60,167

  

170,167

Hessa Sultan Al-Jaber

  

100,000

  

–

  

11,000

  

111,000

  

31,504

  

89,865

Bernd Althusmann3 (since Dec. 14, 2017)

  

4,583

  

–

  

–

  

4,583

  

–

  

–

Birgit Dietze2

  

100,000

  

50,000

  

13,000

  

163,000

  

47,807

  

143,252

Annika Falkengren

  

100,000

  

38,750

  

12,000

  

150,750

  

84,250

  

249,250

Hans-Peter Fischer2

  

100,000

  

–

  

9,000

  

109,000

  

60,167

  

171,167

Uwe Fritsch2 (until May 10, 2017)

  

35,972

  

17,986

  

9,000

  

62,958

  

70,629

  

214,990

Uwe Hück2

  

100,000

  

–

  

80,500

  

180,500

  

60,167

  

234,667

Johan Järvklo2

  

100,000

  

–

  

10,000

  

110,000

  

60,167

  

170,167

Ulrike Jakob2 (since May 10, 2017)

  

64,028

  

–

  

4,000

  

68,028

  

–

  

–

Louise Kiesling

  

100,000

  

–

  

11,000

  

111,000

  

60,167

  

171,167

Olaf Lies3 (until Dec. 14, 2017)

  

95,417

  

47,639

  

20,000

  

163,056

  

80,250

  

250,250

Peter Mosch2

  

100,000

  

91,007

  

102,100

  

293,107

  

61,250

  

301,850

Bertina Murkovic2 (since May 10, 2017)

  

64,028

  

32,014

  

6,000

  

102,042

  

–

  

–

Bernd Osterloh2

  

100,000

  

98,021

  

28,000

  

226,021

  

19,250

  

251,250

Hans Michel Piëch

  

100,000

  

–

  

150,600

  

250,600

  

60,167

  

266,736

Ferdinand Oliver Porsche

  

100,000

  

150,000

  

147,100

  

397,100

  

54,333

  

417,933

Wolfgang Porsche

  

100,000

  

150,000

  

161,400

  

411,400

  

49,333

  

441,233

Athanasios Stimoniaris2 (since May 10, 2017)

  

64,028

  

–

  

106,750

  

170,778

  

–

  

–

Stephan Weil3

  

100,000

  

50,000

  

24,000

  

174,000

  

75,250

  

250,250

Stephan Wolf2 (until May 10, 2017)

  

35,972

  

17,986

  

11,000

  

64,958

  

75,250

  

251,250

Thomas Zwiebler2 (until May 10, 2017)

  

35,972

  

17,986

  

7,000

  

60,958

  

81,250

  

251,250

Members of the Supervisory Board who retired in the previous year

  

–

  

–

  

–

  

–

  

–

  

183,739

Total

  

2,000,000

  

836,389

  

950,450

  

3,786,839

  

1,188,190

  

5,396,566

The remuneration disclosed for members of the Supervisory Board for 2016 shows the amounts determined on the basis of the old system of Supervisory Board remuneration. The members of the Supervisory Board declared to the Management Board that they waive the portion of their remuneration for fiscal year 2016 that exceeds the amount that would have resulted for fiscal year 2016 from implementing the system of Supervisory Board remuneration resolved by the Annual General Meeting on May 10, 2017 with retroactive effect from January 1, 2017. The total amount waived for 2016 by the members of the Supervisory Board is €1,188,190.

Mr. Pötsch additionally waived an amount of €115,700.00 of his variable remuneration for fiscal year 2016 and waived his remuneration for fiscal year 2017 in full. The reason for this waiver is the agreement made in connection with Mr. Pötsch’s transfer from the Board of Management to the Supervisory Board as of October 8, 2015, it had been agreed to deduct the amount of Supervisory Board remuneration received up to December 31, 2017 from the compensation payment for his Board of Management remuneration to which he would have been entitled for the period from October 8, 2015 to December 31, 2017.