VW shareholder resolution requests a special audit of ‘dieselgate’ scandal

The German investors’ association, DSW, has tabled a shareholder resolution to be considered at next month’s AGM of carmaker Volkswagen (VW), which is proposing a special audit into the actions of its directors in respect of the ‘dieselgate’ scandal. Last year the company admitted falsifying emissions test results in its diesel cars around the world.

The appointment of the a special auditor would be in accordance with the German Stock Corporation Act. DSW wants the audit to look into a range of issues including whether the management and supervisory board of VW violated their legal duties and thereby harmed the company. They also want the audit to examine whether the company’s risk management and compliance system has been reviewed and adequately adjusted since the disclosure of the scandal. It is proposed that the special audit will be completed by Baker Tilly Roelfs AG Wirtschaftsprüfungsgesellschaft.

Volkswagen appointed US law firm Jones Day to investigate the diesel-gate scandal last year. The company said earlier this month that it would be seeking ratification at the AGM for all the actions of the serving members of the board of management in 2015. The recommendation to back this resolution, VW said, was “based on information currently available from the not yet concluded investigation into the diesel matter by U.S. law firm Jones Day. On this basis, law firm Gleiss Lutz carried out a comprehensive legal review which has been confirmed by Professor Wulf Goette (retired chief justice at the German Federal Court of Justice).”

VW said its 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 that the proposed ratification by the AGM did not imply any waiver of possible compensation claims. An examination of whether any compensation claims can be made against specific board of management members are ongoing. Legal advice on this matter is being provided by Gleiss Lutz.

DSW said its shareholder resolution was  “a major step forward for all minority shareholders of VW to bring more light in the “Diesel-gate” affair, since the Jones Day report has so far not been disclosed to the public.”


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