Deminor, acting on behalf of several first-class institutional investors, successfully introduced a motion to the annual shareholders' meeting of Volkswagen AG ("VW") scheduled on June 22nd 2016 ("AGM") proposing to appoint a special investigator (the "Motion"). The Motion is now officially included as item n° 8 in the agenda of the shareholders' meeting. If a majority of shareholders vote in favor of the Motion, the special investigator will be empowered by virtue of German law to gather evidence as to what, how and since when VW's management knew or should have known about the defeat devices used in its diesel cars.
We believe that the Motion is a unique opportunity for the institutional investors to make their voices heard in the aftermath of the emission scandal. The effective support of the Motion by the shareholders is of the outmost importance in order to show to VW's management that shareholders are not satisfied with the way the management has dealt with the emission scandal so far. There are not sufficient guarantees on the independence and transparency of the Jones Day's report commissioned by the supervisory board and overseen by a committee consisting entirely of non-independent directors. In addition, the Jones Day report's scope is limited to "serious and manifest breaches" by the management. For the sake of clarity, the Motion does not intend to duplicate Jones Day's report but to complement it: the Motion indeed proposes to investigate both negligent and intentional actions (in contrast to only "serious and manifest breaches") not only of the executive management but also of the supervisory board. The Motion will further take into account corporate governance, compliance and internal controls shortcomings as from 2006. A proper identification of these deficiencies by the special investigator would allow the company, in consultation with its stakeholders, to cure them.
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Written on Jun 2, 2016 by