Volkswagen’s supervisory board will ask shareholders attending its 22 June AGM to ratify the actions of its management board in 2015, saying that its investigation into the diesel emissions testing scandal has not yet turned up anything to cause it to recommend otherwise.
Asking shareholders at an AGM to vote to endorse management actions is not uncommon in Germany.
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“The supervisory board points out that the proposed ratification by the annual general meeting does not imply any waiver of possible compensation claims,” the board said in a statement.
It said its recommendation was based on information currently available from the not yet concluded investigation into the diesel matter by US law firm Jones Day. Law firm Gleiss Lutz carried out a comprehensive legal review of progress to date.
“The supervisory board requested an examination into whether, on the basis of information currently available, serious and manifest breaches of duty on the part of any serving or former members of the board of management are to be established. Although the investigation by Jones Day is still ongoing, according to information currently available, no serious and manifest breaches of duty on the part of any serving or former members of the board of management have been established that would stand in the way of granting ratification at this time,” the supervisory board said.
“The decision reflects the supervisory board’s confidence in the ability of the present board of management to manage the diesel matter and steer the Volkswagen Group and its brands toward a successful future.”
However it added: “Volkswagen expressly regrets that any publication of interim findings of the investigation by Jones Day would still involve unjustifiable risks for the Group and therefore cannot be effected at this time. For this reason, no elaboration of the recommendation to ratify can be made at this time.”
The recommendation is subject to the proviso that, up to the AGM, no new information comes to light from the ongoing investigation “that would make it appropriate to adopt a different assessment”.
The board has been considering if it is “obligated to assert compensation claims against individual members of the board of management” and this is ongoing.
“In addition, the board of management and the supervisory board recommend that the [AGM] ratify the actions of all members of the supervisory board of Volkswagen AG.”
