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Supervisory Board

Members of the Supervisory Board

The Supervisory Board is responsible for monitoring the Management team and approving important corporate decisions. Moreover, it appoints the Members of the Board of Management.

  • Portrait photo of the chairman of the supervisory board Hans Dieter Pötsch in color

    Hans Dieter Pötsch

    • Member of the Supervisory Board of TRATON SE since January 2019, Chairman of the Supervisory Board of TRATON SE since January 2019
  • Portrait photo of Michael Lyngsie, Deputy Chairman of the Supervisory Board in color.

    Michael Lyngsie

    • Deputy Chairman of the Supervisory Board
  • Portrait photo of the chairman of the supervisory board Hans Dieter Pötsch in color
    • Hans Dieter Pötsch

      Member of the Supervisory Board of TRATON SE since January 2019, Chairman of the Supervisory Board of TRATON SE since January 2019

      He studied industrial engineering at the Technical University of Darmstadt, Germany, from 1973 to 1979. He worked in controlling at BMW AG in Munich, Germany, from 1979, and subsequently became head of controlling at BMW AG in 1984, serving in this function until 1987. He was general manager for finance and administration at Trumpf GmbH & Co.KG from 1987 to 1991. He served as chairman of the Management Board of Traub AG from 1991 to 1995, and was chairman of the Management Board at Dürr AG from 1995 to 2002. Mr. Pötsch served as group Management Board member with responsibility for finance and controlling at Volkswagen AG from 2003 to 2015. He has served as Management Board member for finance at Porsche Automobil Holding SE from 2009 to January 2022. Since 2015 he has served as chairman of the Management Board of Porsche Automobil Holding SE and chairman of the Supervisory Board of Volkswagen AG.

    Portrait photo of Michael Lyngsie, Deputy Chairman of the Supervisory Board in color.
    • Michael Lyngsie

      Deputy Chairman of the Supervisory Board

      Michael Lyngsie was born in 1977 in Södertälje (Sweden). He started his career as a CNC operater at Scania Gearbox in 1996 and has held various positions at Scania since then. In 2006, he became a full-time representative of IF Metall at Scania and has been a member of the board of directors since 2018. Additionally, Mr. Lyngsie has been president of the metalworkers union in Södertälje and Sweden since August 2018. Since January 2019, he has been a member of the Supervisory Board of the Company, and since September 2021, he has also been Deputy Chairman of the Supervisory Board.

  • Portrait photo of the Supervisory Board member Ödgärd Andersson in black and white.

    Ödgärd Andersson

    • Member of the Supervisory Board of TRATON SE since April 2023
  • Portrait photo of the Supervisory Board member Dr. Manfred Doess in color.

    Dr. Manfred Döss

    • Member of the Supervisory Board of TRATON SE since January 2019
  • Portrait photo of the Supervisory Board member Gunnar Kilian in color.

    Gunnar Kilian

    • Member of the Supervisory Board of TRATON SE since January 2019
  • Portrait photo of the Supervisory Board member Dr. Albert Kirchmann in color.

    Dr. Albert Xaver Kirchmann

    • Member of the Supervisory Board of TRATON SE since January 2019
  • Portrait photo of the Supervisory Board member Dr. Julia Kuhn-Piëch in color.

    Dr. Julia Kuhn-Piëch

    • Member of the Supervisory Board of TRATON SE since January 2019
  • Portrait photo of the supervisory board member Nina Macpherson in color.

    Nina Macpherson

    • Member of the Supervisory Board of TRATON SE since January 2019
  • Portrait photo of the Supervisory Board member Dr. Dr. Christian Porsche in color.

    Dr. Dr. Christian Porsche

    • Member of the Supervisory Board of TRATON SE since January 2019
  • Portrait photo of the Supervisory Board member Dr. Wolf-Michael Schmid in color.

    Dr. Wolf-Michael Schmid

    • Member of the Supervisory Board of TRATON SE since January 2019
  • Portrait photo of the Supervisory Board member Frank Witter in color.

    Frank Witter

    • Member of the Supervisory Board of TRATON SE since January 2019
  • Portrait photo of the Supervisory Board member Ödgärd Andersson in black and white.
    • Ödgärd Andersson

      Member of the Supervisory Board of TRATON SE since April 2023

      Ödgärd Andersson was born in 1972 in Gothenburg (Sweden). She has a master’s degree from the Chalmers University of Technology in Gothenburg (Sweden). Her career began at Ericsson AB in 1997, where she held several management positions, for example as Vice President, Head of Packet Core R&D, and Head of the Ericsson site in Gothenburg. Between 2016 and 2019, Andersson was Vice President Vehicle Software and Electronics at Volvo Car Corporation. She was an independent member of the Board of Directors of Opus Group AB from 2017 to 2020. In May 2019, Andersson took over as Chief Digital Officer of Volvo Car Corporation, a role she held until 2020. Between 2020 and 2021, she was a member of the Board at the Volvo Cars Tech Fund. Andersson has been Chief Executive Officer of Zenseact AB since November 2020. In March 2021, she became an independent member of the Board of Directors of Sleep Cycle AB and until May 2023 she was an independent member there.

    Portrait photo of the Supervisory Board member Dr. Manfred Doess in color.
    • Dr. Manfred Döss

      Member of the Supervisory Board of TRATON SE since January 2019

      Dr. Manfred Döss was born in 1958 in Bad Kreuznach (Germany). He studied law at the Johannes Gutenberg University in Mainz, Germany. After his post-graduate clerkship in 1987, he received his doctorate in 1990. Dr. Döss started his career at Metallgesellschaft AG (today GEA AG) in the legal department. In 1996, he became head of the legal department and in 1994, he also became representative of senior executives in the co-determined Supervisory Board of Metallgesellschaft AG. From 2005 to 2013, Dr. Döss worked as head of the legal department of RWE AG. From 2007 to 2009, he also acted as non-executive director during the initial public offering of American Water Works Co. Inc., Voorhees (NJ), USA, a former subsidiary of the RWE group. From 2013 to 2015, Dr. Döss acted as head of the legal department of Porsche Automobil Holding SE. Since 2016, Dr. Döss has served as member of the Management Board of Porsche Automobil Holding SE, being responsible for legal and compliance. The Supervisory Board of Volkswagen AG has appointed Dr. Manfred Döss to the Group Board of Management where he will be responsible for “Integrity and Legal Affairs”, effective February 1, 2022. Dr Döss has been Chairman of the Supervisory Board of Audi AG since September 2022.

    Portrait photo of the Supervisory Board member Gunnar Kilian in color.
    • Gunnar Kilian

      Member of the Supervisory Board of TRATON SE since January 2019

      Gunnar Kilian was born in 1975 in Westerland (Germany). He has worked for the Volkswagen Group since 2000. Mr. Kilian started his professional career in 1999 at Verlag Lokalpresse GmbH as responsible editor for the Wolfsburger Kurier before joining Volkswagen AG as a public relations officer in 2000. From 2003 to 2006, Mr. Kilian was responsible for the office of a member of the German parliament and returned to Volkswagen AG in 2006 as advisor to the Works Council and became press spokesperson for the Group Works Council in 2009. He worked in the Salzburg office of the chairperson of the Volkswagen AG Supervisory Board from 2012 before returning to Wolfsburg in 2013 to take up the position as secretary-general and general manager of the Group Works Council. Since April 2018, Mr. Kilian has been a member of the Management Board of Volkswagen AG with functional responsibility for Human Resources. In addition, Mr. Kilian took over responsibility for the division Truck & Bus as of July 2020. Furthermore, Gunnar Kilian is Chairman of the Supervisory Board at MAN Energy Solutions SE, Autostadt GmbH, VW Group Services GmbH, and Volkswagen Real Estate GmbH. He holds positions as a member of the Supervisory Board at MAN Truck & Bus, Scania AB, and Scania CV AB as well as Audi AG, VfL Wolfsburg-Fußball GmbH , and PowerCo SE. In March 2019, Gunnar Kilian joined the Board of Directors of FAW-Volkswagen Automotive Co., Ltd, Changchun.

    Portrait photo of the Supervisory Board member Dr. Albert Kirchmann in color.
    • Dr. Albert Xaver Kirchmann

      Member of the Supervisory Board of TRATON SE since January 2019

      Dr. Albert Xaver Kirchmann was born in 1956 in Engelitz (Germany). He studied business and engineering at the University of Karlsruhe and received his doctorate in 1984. Dr. Kirchmann began his career at Daimler-Benz AG in 1984 as an assistant to the plant management with responsibility for controlling and calculation. After various positions in controlling, including positions at Mercedes-Benz in Spain, Dr. Kirchmann started in strategy, controlling and planning for the powertrain business unit in 1997. Subsequently, he held further management positions in finance before becoming head of finance and controlling, business and product planning at Daimler Truck & Buses in 2004. In 2009, Dr. Kirchmann became head of and president of Daimler Trucks Asia as well as chief executive officer (CEO) of Mitsubishi Fuso Truck & Bus Corporation. Additionally, he has held further management board positions at the German Chamber of Commerce and Industry and the European Business Council in Japan as well as the Japan Automobile Manufacturers Association. Since 2017, Dr. Kirchmann has been working self-employed as chief-executive advisor.

    Portrait photo of the Supervisory Board member Dr. Julia Kuhn-Piëch in color.
    • Dr. Julia Kuhn-Piëch

      Member of the Supervisory Board of TRATON SE since January 2019

      Dr. Julia Kuhn-Piëch was born in 1981 in Vienna (Austria). She studied law at the University of Vienna, graduating in 2007. Additionally, Dr. Kuhn-Piëch studied real estate management at the Vienna Technical University. In 2017 she received a Doctor of Law (Dr iur). Since 2009 Dr. Kuhn-Piëch has been working as a self-employed real estate manager. Since 2014, Dr. Kuhn-Piëch has served as a member of the Supervisory Board of MAN Truck & Bus SE. Since 2015, she has also served as a member of the Supervisory Board of AUDI AG. In 2015 she served as a member of Volkswagen AG’s Supervisory Board and from 2015 to 2021 she was member of the Supervisory Board of MAN SE. Dr. Kuhn-Piëch has been a member of the board of Trustees of Audi Stiftung für Umwelt GmbH since 2018. Since October 2020 Dr. Kuhn-Piëch is a member of the Board of Directors of Scania AB and Scania CV AB.

    Portrait photo of the supervisory board member Nina Macpherson in color.
    • Nina Macpherson

      Member of the Supervisory Board of TRATON SE since January 2019

      Nina Macpherson was born in 1958 in Gothenburg (Sweden). She holds a Master of Law from Stockholm University. Ms. Macpherson began her career in 1982 as in-house lawyer at Salén Shipping Companies, focusing on general marine law. From 1985 until 1988, she acted as legal advisor at Rederi AB Reut. In 1988, Ms. Macpherson joined Rydin & Carlsten Advokatbyra AB as a lawyer. From 1996 to 2018, Ms. Macpherson worked in various positions at Ericsson, including Vice President Deputy Head of Group function Legal Affairs and head of the General Counsel’s office, Finance, Insurance and M&A as well as Trade Compliance. In 2011, she became Senior Vice President and Chief Legal Officer for the Ericsson Group. Since 2011, Ms. Macpherson has been a member of the Swedish Securities Council and since April 2018, she has been a member of the Board of Directors of Scania AB and Scania CV AB. Since May 2020, Ms. Macpherson has also been a member of the Board of Directors of Scandinavian Enviro Systems AB and since June 2021 she has also been a member of the Board of Directors of Netel Holding AB. Since April 2022, she has been the Chairperson of the Ecocide Law Alliance Foundation.

    Portrait photo of the Supervisory Board member Dr. Dr. Christian Porsche in color.
    • Dr. Dr. Christian Porsche

      Member of the Supervisory Board of TRATON SE since January 2019

      Dr. Dr. Christian Porsche was born in 1974 in Munich (Germany). He studied human medicine at the Free University and Humboldt University in Berlin, Germany, and received his doctorate in medicine in 2002. In 2007, he received his doctorate in biology from Würzburg University. From 2005 to 2006 he participated in the "BWL im Krankenhaus” distance learning course offered by Nürnberg-Erlangen University and in 2009 he took part in the "Management Acceleration Programme" at INSEAD. From 2020 to 2022 he attended the programme “Challenge of Leadership” at INSEAD. In the field of medicine Dr. Dr. Porsche worked from 2007 onwards as an assistant physician at various clinics and hospitals and from 2013 to 2014 as a neurology specialist at the Christian-Doppler-Klinik in Salzburg, Austria. Since 2015, he has been working as a neurologist in private practice in his own medical office “APEXMED” in Salzburg. From a business perspective Dr. Dr. Porsche held partnership interests in Porsche Austria GmbH & Co. OG, Porsche Konstruktionen GmbH & Co. KG, and Porsche Inter Auto GmbH & Co. KG from 2005 to 2009. Dr. Dr. Porsche has been Managing Director of Neckar GmbH and of Familie WP Holding GmbH since 2015. In the period between 2013 and 2017, he served as a member of the Supervisory Board of MAN Truck & Bus SE, Scania AB and MAN SE – with different dates of joining the respective committee. Since 2020, he has been a member of the Board of Directors of Scania AB and Scania CV AB, as well as a member of the Supervisory Board of MAN Truck & Bus SE.

    Portrait photo of the Supervisory Board member Dr. Wolf-Michael Schmid in color.
    • Dr. Wolf-Michael Schmid

      Member of the Supervisory Board of TRATON SE since January 2019

      Dr. Wolf-Michael Schmid was born in 1947 in Schöningen (Germany). He studied business administration in Berlin and Goettingen and holds a doctorate from the TU Braunschweig. After graduation, Dr. Schmid began his career as managing director of Mineralöltransport GmbH. He is currently managing director and shareholder of Dr. W.-M. Schmid GmbH with a registered seat in Helmstedt. Dr. Schmid owns various companies that operate several Bosch and MAN maintenance and service points and is furthermore engaged in property development. For 10 years, Dr. Schmid was president of the chamber of industry and commerce in Braunschweig. He is currently honorary president. Dr. Schmid has also acted as honorary judge at the fiscal court of Lower Saxony in Hanover for five years.

    Portrait photo of the Supervisory Board member Frank Witter in color.
    • Frank Witter

      Member of the Supervisory Board of TRATON SE since January 2019

      Frank Witter was born in 1959 in Hanover (Germany). He holds a degree in business administration and has been with the Volkswagen Group since 1992. After training as a qualified savings bank officer, Frank Witter studied economics at the University of Hanover. Mr. Witter started his career at BASF AG in Ludwigshafen as group leader special financing operations. He joined Volkswagen AG in 1992, heading the capital markets business section at group treasury until 1998. He subsequently became corporate treasurer at Volkswagen of America Inc. and Volkswagen Canada Inc. and its subsidiaries in Auburn Hills, Michigan (USA). From 2001 to 2002, Mr. Witter served as corporate treasurer at SAirGroup in Zurich (Switzerland). In 2002, he became CFO at Volkswagen of America Inc. and Volkswagen Canada Inc. as well as its subsidiaries. From the beginning of 2005, he held the function of CEO and CFO at Volkswagen of America Inc. and Volkswagen Canada Inc. From October 2007 to mid-September 2008, Frank Witter served as president and CFO of VW Credit Inc. and was regional manager for the North and South American markets of Volkswagen Financial Services AG. Frank Witter has been Chairman of the Board of Management of Volkswagen Financial Services AG since September 2008. In October 2015, he was appointed a member of the Management Board of Volkswagen AG with functional responsibility for “Finance and Controlling”. The Supervisory Board of Volkswagen AG additionally transferred responsibility for IT to Mr. Witter with effect from April 2018. Effective March 31, 2021, Frank Witter left the Board of Management of Volkswagen AG at his own request.

  • Portrait photo of the Supervisory Board member Torsten Bechstädt in color.

    Torsten Bechstädt

    • Member of the Supervisory Board
  • Portrait photo of the Supervisory Board member Mari Carlquist in color.

    Mari Carlquist

    • Member of the Supervisory Board
  • Portrait photo of Chairwoman of the General and Group Works Councils of Volkswagen AG Daniela Cavallo in color.

    Daniela Cavallo

    • Chairwoman of the General and Group Works Councils of Volkswagen AG
  • Portrait photo of the Supervisory Board member Jürgen Kerner in color.

    Jürgen Kerner

    • Member of the Supervisory Board
  • Portrait photo of the Supervisory Board member Lisa Lorentzon in color.

    Lisa Lorentzon

    • Member of the Supervisory Board
  • Portrait photo of the Supervisory Board member Bo Luthin in color.

    Bo Luthin

    • Member of the Supervisory Board
  • Portrait photo of the supervisory board member Karina Schnur in color.

    Karina Schnur

    • Member of the Supervisory Board
  • Portrait of Supervisory Board member Josef Sedlmaier in color.

    Josef Sedlmaier

    • Member of the Supervisory Board
  • Portrait photo of the Supervisory Board member Markus Wansch in color.

    Markus Wansch

    • Member of the Supervisory Board
  • Portrait photo of the Supervisory Board member Torsten Bechstädt in color.
    • Torsten Bechstädt

      Member of the Supervisory Board

      Torsten Bechstädt was born in 1973 in Bremen (Germany). He studied economics at the University of the German Armed Forces (Bundeswehr) Hamburg, Germany, from 1995 to 1999, and – alongside working – business administration at the distance university (Fernuniversität) Hagen, Germany, from 2001 to 2003. From 1999, he worked as head of a transport office in the German Armed Forces and from 2001 to 2004 he headed a logistics office for port operations at home and abroad of the German Armed Forces. After his time with the German Armed Forces, Torsten Bechstädt worked in the controlling, capital markets and asset management departments of Volkswagen AG’s group finance department from 2004 to 2015. He has been an expert consultant to the group works council at Volkswagen AG since 2015. He has also engaged in voluntary work as Chief Financial Officer of the Volkswagen Belegschaftsstiftung (Volkswagen Employee Foundation) and he is a member of the audit committee for accountants of the Hanover Chamber of Industry and Commerce. Since January 2019, Torsten Bechstädt has been a member of the Supervisory Board of the Company.

    Portrait photo of the Supervisory Board member Mari Carlquist in color.
    • Mari Carlquist

      Member of the Supervisory Board

      Mari Carlquist was born in 1969 in Gävle (Sweden). After having finished secondary education in Gävle, she started her career at Scania chassis assembly and participated in several internal trainings. Subsequently, she held various positions at the company. Ms. Carlquist is currently working as chairman for the white collar union Unionen at Scania in Södertälje. Since 2015, Ms. Carlquist has been a member of the board of Scania CV and Scania AB. Since January 2019, Mari Carlquist has been a member of the Supervisory Board of the Company.

    Portrait photo of Chairwoman of the General and Group Works Councils of Volkswagen AG Daniela Cavallo in color.
    • Daniela Cavallo

      Chairwoman of the General and Group Works Councils of Volkswagen AG

      Daniela Cavallo was born in 1975 in Wolfsburg. She began her commercial apprenticeship at Volkswagen in 1994. She was a member of the youth and trainee representation between 1997 and 1999. From 1999 onward, she trained commercial apprentices, was a member of the shop stewards’ executive committee, and qualified as a business economist, a degree she completed in 2002 alongside her professional commitments. Daniela Cavallo has been a member of Volkswagen AG’s Works Council since 2002 and a member of its managing works committee since 2013. She chaired the committee for basic personnel regulations of Volkswagen AG from 2013 until 2018. Between 2019 and April 2021, she was Deputy Chairwoman of the Works Council at the Wolfsburg site and of the General Works Council. She also served as Deputy Chairwoman of the Group Works Council during the same period. She has been Chairwoman of the Central and Group Works Councils since April 2021. Since 2019, Daniela Cavallo has been Deputy Chairwoman of the Supervisory Board of Volkswagen Financial Services GmbH. She has been a member of the Supervisory Boards of Volkswagen AG, Porsche Holding Gesellschaft m.b.H. Salzburg, and Porsche Holding Stuttgart GmbH since 2021. In addition, Daniela Cavallo serves as a voluntary member of the Board of Trustees of the Volkswagen Belegschaftsstiftung foundation and the Pension Trust of Wolfsburg AG. Daniela Cavallo has been a member of the Company’s Supervisory Board since June 2021.

    Portrait photo of the Supervisory Board member Jürgen Kerner in color.
    • Jürgen Kerner

      Member of the Supervisory Board

      Jürgen Kerner was born in 1969 in Augsburg (Germany). He trained as an information electronics technician at Siemens AG in Augsburg from 1985 to 1989 and afterwards worked as a function tester at Siemens AG from 1989 to 1990. Between 1990 and 1995, Mr. Kerner was a full-time works council member of Siemens AG. From 1995 until 2000, Mr. Kerner acted as trade union officer, from 2000 until 2004 as Vice President and from 2004 until 2011 as President of the IG Metall local in Augsburg. From 2011 until 2013 he was a full-time member of the Executive Committee of IG Metall. Since 2013, Mr. Kerner has served as treasurer of IG Metall responsible, among others, for finance, controlling, commercial and in-house services, and IT. Since January 2019, Jürgen Kerner has been a member of the Supervisory Board of the Company.

    Portrait photo of the Supervisory Board member Lisa Lorentzon in color.
    • Lisa Lorentzon

      Member of the Supervisory Board

      Lisa Lorentzon was born in 1982 in Växjö (Sweden). Between 2001 and 2007 she studied media technology at the Linköpings University and graduated with a master of science. She has held various positions at Scania since 2007. Since 2012, Ms. Lorentzon has been a member of the board of directors at Scania AB and Scania CV AB. Additionally, she is the chairperson for the Union for University Graduates (Akademikerföreningen) at Scania. Since January 2019, Lisa Lorentzon has been a member of the Supervisory Board of the Company.

    Portrait photo of the Supervisory Board member Bo Luthin in color.
    • Bo Luthin

      Member of the Supervisory Board

      Bo Luthin was born in 1967 in Eskilstuna (Sweden). Since 1985 he has worked at Scania in various positions and successfully participated in several trainings, among others in the field of work environment responsibility. He started his career at Scania chassis assembly. From 1991 to 2008, he was a mechanic in transmission development. From 2003 to 2008, Mr. Luthin also worked as local safety officer before he became deputy senior safety officer at Scania Södertälje in 2008 and senior safety officer in 2010. Since 2016, Mr. Luthin has been working as coordinating senior safety officer at Scania Sweden responsible for the international coordination of work environment issues. Since then, he has also been a representative of IF Metall at Scania. He has been a member of the Supervisory Board of the Company since January 2019.

    Portrait photo of the supervisory board member Karina Schnur in color.
    • Karina Schnur

      Member of the Supervisory Board

      Karina Schnur was born in 1977 in Ingolstadt (Germany). Between 1994 and 1997, she completed a commercial apprenticeship at AUDI AG in Ingolstadt. In 1997, after three years in the controlling department at AUDI AG, she took over as deputy chairperson of the representative body for youth and trainees (Jugend - und Auszubildendenvertretung). From 2002 to 2018, Ms. Schnur held various positions at IG Metall, and was subsequently responsible for the works council of TRATON SE and MAN Truck & Bus SE as general secretary from 2018 to 2022. Since 2021, she has been the chairwoman of the SE Works Council of TRATON SE and MAN Truck & Bus SE and was elected chairwoman of the General and Group Works Council of MAN Truck & Bus SE and chairwoman of the Group Works Council of TRATON SE in spring 2022. Ms. Schnur is, among other things, a member of the Supervisory Board of MAN Truck & Bus SE. Since January 2019, she has been a member of the Supervisory Board of the company.

    Portrait of Supervisory Board member Josef Sedlmaier in color.
    • Josef Sedlmaier

      Member of the Supervisory Board

      Josef Sedlmaier was born in 1964 in Markt Indersdorf (Germany). After training as a toolmaker with MAN Nutzfahrzeuge (now MAN Truck & Bus SE) between 1979 and 1982, he held a variety of roles at MAN Nutzfahrzeuge and MAN HR Services GmbH (formerly MAN Unternehmensberatung/MAN Altersversorgung). Josef Sedlmaier was a member of the Works Council of MAN SE from 2002 to 2020, becoming its Chairman in 2008. He transferred to TRATON SE in 2020 and has been Chairman of TRATON SE’s Works Council ever since. He has been a member of the Supervisory Board of the Company since December 31, 2022.

    Portrait photo of the Supervisory Board member Markus Wansch in color.
    • Markus Wansch

      Member of the Supervisory Board

      Markus Wansch was born in 1971 in Schwabach, Germany. After training as an auto mechanic, he began his career in 1998, when he joined MAN Truck & Bus SE as an engine mechanic. He has held various roles at MAN Truck & Bus ever since. Markus Wansch has been a member of the Works Council of MAN Truck & Bus SE since 2006 and its Chairman since 2018. He has also been a member of the Supervisory Board of MAN Truck & Bus SE since November 13, 2018, and of the Supervisory Board of TRATON SE since September 29, 2021.

Committees of the Supervisory Board

The Supervisory Board established two committees — the Presiding Committee and the Audit Committee — on which shareholders and employees are represented equally, with three representatives in each case, as well as the Nomination Committee, which consists solely of shareholder representatives. The main role of the committees is to prepare Supervisory Board resolutions. In some cases, the Supervisory Board’s decision-making powers or tasks are transferred to committees. The Nomination Committee is tasked with identifying candidates for Supervisory Board positions and recommending suitable candidates to the Supervisory Board as the latter’s proposals for election at the Annual General Meeting. In this capacity, the shareholder representatives on the Presiding Committee act as the Nomination Committee.

Presiding Committee

  • Hans Dieter Pötsch (Chairman)
  • Michael Lyngsie
  • Karina Schnur
  • Jürgen Kerner
  • Gunnar Kilian
  • Dr. Dr. Christian Porsche

Audit Committee

  • Frank Witter (Chairman)
  • Torsten Bechstädt
  • Dr. Julia Kuhn-Piëch
  • Lisa Lorentzon
  • Nina Macpherson
  • Karina Schnur

Nomination Committee

  • Hans Dieter Pötsch (Chairman)
  • Gunnar Kilian
  • Dr. Dr. Christian Porsche

Rules of Procedure for the Supervisory Board

The following Rules of Procedure for the Supervisory Board were adopted by the Supervisory Board of TRATON SE (the Company, together with its directly and indirectly controlled entities (Subsidiaries), the TRATON Group) on December 20, 2018 (last amended on September 16, 2020), pursuant to Article 14 para. 1 of the Company’s Articles of Association (Satzung).

  • (1) As a rule, the Supervisory Board will advise the Executive Board (Vorstand) on the management of the Company’s business and will supervise the Executive Board managing the Company’s business.


    (2) The Supervisory Board will manage its areas of responsibility in accordance with the statutory provisions, the Articles of Association, and these Rules of Procedure. The Executive Board and the Supervisory Board will comply with the recommendations of the German Corporate Governance Code (if applicable) in line with their respective statements of compliance (Entsprechenserklärung) pursuant to section 161 of theGerman Stock Corporation Act (Aktiengesetz – AktG).


  • (1) As a rule, persons proposed for election to the office as Supervisory Board member should not have reached the age of 75 at the time of the election.


    (2) Appointments to the Executive Board will (as a rule) end upon reaching the age of 65. An extension by a maximum of three additional years is possible.


  • (1) Immediately after new Supervisory Board members have been elected, the Supervisory Board will elect, from among its members, in a constituent meeting taking place immediately after the annual general meeting, a Chairman and a Deputy Chairman in accordance with the statutory provisions, the Company’s Articles of Association and any agreement entered into in accordance with the German Act on the Involvement of Employees in a European Company (SE-Beteiligungsgesetz – SEBG).


    (2) Subject to any other provisions in the Company’s Articles of Association or these Rules of Procedure, the Deputy Chairman will have the same rights as the Chairman in all cases in which the Chairman is unable to attend and in which the Deputy Chairman deputizes for the Chairman.


  • In addition to the matters requiring consent stipulated in the Company’s Articles of Association, the matters and measures stipulated in the Rules of Procedure for the Executive Board require the prior consent of the Supervisory Board. The Supervisory Board may stipulate by resolution that further matters require its consent. In general or in the event that individual matters meet certain requirements, it may give its revocable consent to certain matters in advance.


  • (1) The Supervisory Board must meet twice in each half of a calendar year. Additional meetings are to be convened if such meeting is necessary in the interest of the Company or if a Supervisory Board member or the Executive Board requests that such meeting be convened by stating the purpose and the reasons. The request is to be addressed to the Chairman of the Supervisory Board.


    (2) Meetings of the Supervisory Board will be convened by the Chairman by giving at least fourteen days prior notice. The convening notice may be sent in writing, by fax, by e-mail or by any other commonly used means of telecommunication. In urgent cases, the Chairman may reduce the notice period and convene the meeting orally or by telephone.


    (3) The convening notice is to include the items on the agenda and any draft resolutions. The documents necessary for the individual items on the agenda are to be submitted to the Supervisory Board members as soon as possible. If an item on the agenda is not properly announced, resolutions regarding such item may only be passed if no Supervisory Board member of those present objects to such passing of a resolution and if the Supervisory Board members who are not present are given the opportunity to object to such passing of a resolution in writing, orally, by telephone, by fax, by email or by any other commonly used means of telecommunications or cast their votes in writing within a reasonable period to be determined by the Chairman of the Supervisory Board. The resolution will become effective if no member of those not present raises any objections within the above-mentioned period. Any Supervisory Board members attending via telephone or electronic means of communication will be deemed present.


    (4) Any request submitted to the Chairman by a Supervisory Board member by no later than three calendar days prior to the meeting is to be included in the agenda. The Chairman has to inform all Supervisory Board members of any additions to the agenda without undue delay (unverzüglich).


    (5) Immediately after the general meeting in which the Supervisory Board members representing the shareholders are elected, a constituent meeting will be held. No particular convening notice is required for such constituent meeting of the Supervisory Board. If resolutions regarding the election of the Chairman of the Supervisory Board and his Deputy as well as the formation and appointment of members to committees are to be passed in such meeting, it will not be required that an agenda be announced.


    (6) The Chairman of the Supervisory Board will chair the Supervisory Board meeting. He will determine the order in which the items on the agenda are dealt with and the method and order of voting.


    (7) The meetings will be held in German, with simultaneous translation into English and, in the event of individual members not having command of German or English, into their respective national language. The binding convening notice will be in German and will include an English translation. Any other meeting documents as well as documents and files relevant for the meeting will be provided in German and in English.


    (8) The Executive Board members will attend the Supervisory Board meetings unless the Chairman of the Supervisory Board orders otherwise or unless at least half of the Supervisory Board members request that Executive Board members be excluded from Supervisory Board meetings.


  • (1) As a rule, any resolutions of the Supervisory Board will be passed in physical meetings. However, subject to a corresponding decision made by the Chairman of the Supervisory Board, it will be permitted to hold meetings of the Supervisory Board in the form of a video or telephone conference or to have individual Supervisory Board members attend the meeting by way of video transmission or by telephone and to also pass resolutions or vote via video conference or video transmission or telephone in such cases. Any Supervisory Board members who are absent or do not attend or join the conference call may also participate in the Supervisory Board’s passing of resolutions by having another Supervisory Board member submit their written votes. In addition, they may also submit their vote orally, by telephone, by fax, by email or by any other commonly used means of communication prior to the meeting, in the course of the meeting or subsequent to the meeting within a reasonable period to be determined by the Chairman of the Supervisory Board. There is no right to object to the method for passing a resolution ordered by the Chairman.


    (2) Resolutions may also be passed outside of meetings (within the meaning of para. 1) in writing, by fax, by email or by any other similar means of communication as well as a combination of the means mentioned above if ordered by the Chairman of the Supervisory Board within a reasonable period or if all Supervisory Board members participate in the passing of the resolution. In this context, members who abstain from voting when a resolution is passed, are considered participating in the passing of the resolution. There is no right to object to the method for passing a resolution ordered by the Chairman.


    (3) The Supervisory Board will be quorate if at least half of the total amount of members of which it has to be composed participate in the passing of the resolution. Any Supervisory Board members who neither participate in a meeting nor attend or join the meeting by telephone or electronic means of communication (in particular by video conference) submitting their vote pursuant to para. 1 or para. 2 as well as any members abstaining from voting when a resolution is passed are considered participating in the passing of a resolution in this context.


    (4) Unless expressly otherwise provided by law, any resolutions of the Supervisory Board will be passed by a simple majority of the votes cast. In this context, abstentions will not be considered votes cast. In the event of parity of the votes cast by the Supervisory Board, the Chairman of the Supervisory Board will have the casting vote. If the Deputy Chairman of the Supervisory Board is a member representing the employees, he will not have the casting vote in the event of the unavoidable absence of the Chairman of the Supervisory Board and parity of votes.


  • The meetings of the Supervisory Board (within the meaning of Section 6 para. 1) as well as the resolutions adopted in these meetings must be recorded in minutes; such minutes must be signed by the Chairman and must be submitted to all Supervisory Board members for their information. Minutes will be deemed approved if no Supervisory Board member raises any objections in the next meeting following the receipt of the minutes. Any resolutions passed outside of meetings (within the meaning of Section 6 para. 2) will be recorded in writing and signed by the Chairman and sent to all Supervisory Board members.


  • (1) From among its members, the Supervisory Board will form an executive committee (Präsidialausschuss) (presiding committee (Präsidium)), a nomination committee (Nominierungsausschuss), and an audit committee (Prüfungsausschuss). The Supervisory Board may also form further committees from among its members. Except for the nomination committee, the committees are to consist of equal numbers of representatives; only shareholder representatives may be appointed Chairman and only employees’ representatives may be appointed Deputy Chairman.


    (2) The committees’ tasks and responsibilities may be set out in rules of procedure for the committees, which rules of procedure must be adopted by resolution of the entire Supervisory Board. In addition, the provisions of the Articles of Association applicable to the Supervisory Board and these Rules of Procedure will apply mutatis mutandis to any Supervisory Board committees unless there is a conflict with any statutory provisions or if otherwise provided for by the provisions set out hereinafter.


    (3) A committee will be quorate if at least half of the members of such committee take part in the passing of a resolution.


    (4) If the Chairman of the Supervisory Board is a member of a committee and if there is a parity of votes in a vote held by such committee, he will have two votes if a new vote on the same item is held and if there is a parity of votes in such new vote, too. Otherwise, if there is a parity of votes in a vote held by a committee, the foregoing will apply mutatis mutandis, with the Chairman of the committee having the casting vote. If the Deputy Chairman of the Supervisory Board referred to in sentence 1 or the Deputy Chairman of a committee referred to in sentence 2 is a member representing the employees, he will not have the casting vote if the Chairman of the Supervisory Board or the Chairman of the Committee is unable to attend and if there is a parity of the votes.


    (5) The Supervisory Board is to be provided with regular reports on the work and results of any discussions in the committees.


  • (1) The Supervisory Board will form an executive committee (presiding committee). Such executive committee will consist of the Chairman of the Supervisory Board, his Deputy and two members representing the shareholders and two members representing the employees. The Chairman of the Supervisory Board will be the Chairman of such committee.


    (2) The executive committee will have the following tasks:

    (i) Preparation of the meetings and resolutions of the Supervisory Board, in particular preparation of draft resolutions regarding the appointment or removal of Executive Board members and the Executive Board members’ contracts of employment, the total compensation and the remuneration system;
    (ii) Providing assistance and advice to the Chairman of the Supervisory Board;
    (iii) Passing of resolutions regarding the approval of any of the Executive Board members’ outside activities, in particular pursuant to section 88 para. 1 of the German Stock Corporation Act. The Executive Committee will in particular also decide on the approval of assuming supervisory board mandates outside of the Volkswagen Group. As such, the Executive Committee may approve the assumption of supervisory board mandates in companies outside of the Volkswagen Group if the mandate also serves the interests of TRATON SE; in this case, the remuneration that the Board member receives for a supervisory board mandate in a company which is not part of the Volkswagen Group (regardless of whether a company of the Volkswagen Group holds an interest in it) is not to be taken into account when calculating the remuneration that the Executive Board member receives from TRATON SE for Executive Board duties; the plenum of the Supervisory Board may make a different decision regarding the question if a remuneration shall be taken into account;
    (iv) Passing of resolutions regarding lending (Kreditgewährungen) within the meaning of section 89 and section 115 of the German Stock Corporation Act;
    (v) Passing of resolutions regarding the approval of agreements between the Company and any Supervisory Board members;
    (vi) Granting consent to the matters requiring consent pursuant to section 5 para. 1 of the Rules of Procedure for the Executive Board up to a value of € 300 million. This will not include matters requiring consent pursuant to section 5 para. 1 (i) of the Rules of Procedure for the Executive Board (Annual corporate planning in the context of a planning sessions concept) and section 5 para. 1 (iii) of the Rules of Procedure for the Executive Board (Establishment and relocation of production sites), which are always subject to the entire Supervisory Board’s consent.
    (vii) Decisions on delaying the disclosure of inside information according to Article 17 para. 4 of the Regulation (EU) No. 596/2014 of 16 April 2014 (market abuse regulation) insofar as the Supervisory Board is originally responsible for the subject-matter of the inside information;
    (viii) Creation of long-term succession planning for the Executive Board together with the Chairman of the Executive Board.


    (3) The Supervisory Board members representing the shareholders and being members of the presiding committee will form the Supervisory Board’s nomination committee. The nomination committee will identify candidates for seats on the Supervisory Board who best match the suitability criteria and who are prepared to take a seat and will propose suitable candidates to the Supervisory Board for the Supervisory Board’s nominations to be submitted to the general meeting. The Chairman may seek advice from other members representing the shareholders. The nomination committee will work out the targets regarding the composition of the Supervisory Board unless this is done by the entire Supervisory Board.


    (4) The Supervisory Board may assign further tasks and rights to the presiding committee.


  • (1) The Supervisory Board will form an audit committee. Such audit committee will consist of three members representing the shareholders and three members representing the employees. The Chairman will be elected upon proposal by the shareholder representatives.


    (2) In particular, the audit committee will be responsible for the following matters:

    (i) Preparation of the Supervisory Board’s decision on the adoption of the financial statements and approval of the consolidated financial statements;
    (ii) The monitoring and integrity of the accounting process, the monitoring of accounting practices, the effectiveness of the internal control system, the risk management system, the internal auditing system as well as the handling of questions of compliance;
    (iii) Preparation of the Supervisory Board’s decision and making reasoned proposals regarding the nomination of an auditor. The audit committee will monitor the auditor’s independence and, in addition, will deal with any additional services provided by such auditor, with the awarding of the audit mandate to the auditor, the determination of the focal points of the audit and the fee agreement.


    (3) In particular, before making a proposal regarding the nomination of an auditor in the general meeting, the audit committee will obtain a declaration from the auditor proposed stating whether there are any business, financial, personal or other relations between the auditor, his organs and audit managers on the one side and the Company and the members of the Company’s organs on the other side which could cast doubt on his independence, and if so, what these relations are. It is intended that such declaration will also cover the extent to which other services, in particular advisory services, were provided to the Company in the previous financial year or have been contractually agreed for the following year.


    (4) The audit committee will discuss the semi-annual financial reports and any potential quarterly financial reports with the Executive Board prior to their publication.


    (5) It is intended that the Chairman of the audit committee will be independent and will have special knowledge of, and experience in, applying accounting principles and internal control processes. It is intended that neither the Chairman of the Supervisory Board nor any former Executive Board member of the Company whose term of office ended less than two years ago will be Chairman of the audit committee.


    (6) The Audit Committee is authorised to adopt guidelines for the handling of non-audit services provided by the auditor within the TRATON Group. The provision of such services not related to the auditing of the financial statements requires the prior approval of the Audit Committee only if and in so far as this decision has not already been stipulated in the aforementioned guidelines.


    (7) The Audit Committee regularly assesses the quality of the annual audit at least every two years.


  • (1) The Supervisory Board members are obligated to exclusively serve the interest of the Company. When making decisions, they may neither pursue any personal interest nor use any business opportunities to which the Company or any of its Subsidiaries are entitled for their own benefit or the benefit of third parties. Each Supervisory Board member is obligated to disclose any conflicts of interest to the Supervisory Board, in particular any conflicts of interest that may arise due to the provision of advice to clients, suppliers, lenders or other business partners or in connection with the role within an organ of clients, suppliers, lenders or other business partners.


    (2) In its report to the general meeting, the Supervisory Board will provide information on any conflicts of interests occurred and how they are dealt with. It is intended that any material conflicts of interests regarding the person of a Supervisory Board member that are not only temporary will lead to the termination of this person’s mandate.


    (3) It is not intended that Supervisory Board members may fulfil any roles within an organ of a main competitor of the Company or provide advice to a main competitor of the Company. Advisory agreements and other service agreements and contracts for work between a Supervisory Board member and the Company require the Supervisory Board’s consent.


  • (1) To the extent the German Corporate Governance Code applies to TRATON SE, any deviations from the current statement of compliance with the German Corporate Governance Code caused by individual Supervisory Board members must be disclosed to the Chairman of the Supervisory Board by the member concerned as soon as possible. The Chairman of the Supervisory Board will inform the presiding committee and the Supervisory Board thereof.


    (2) The Chairman of the Supervisory Board will, without undue delay, inform the Chairman of the Executive Board of any deviations from the current statement of compliance with the German Corporate Governance Code (if applicable) caused by the Supervisory Board or individual Supervisory Board members.


  • (1) The Supervisory Board members must keep secret any confidential information and secrets of the Company, in particular trade or business secrets, of which they become aware as a result of their activities in the Supervisory Board. In particular, they are required to keep secret any confidential reports received and any confidential discussions. The Supervisory Board members will also remain obliged to maintain confidentiality after vacating office as Supervisory Board member.


    (2) When vacating office, the Supervisory Board members are obliged to deliver to the Company, without undue delay, any documents relating to the Company’s matters and being in their possession.


    (3) The Supervisory Board members will ensure that the employees deployed by them for assistance will comply with the confidentiality obligation in the same way.


  • The Supervisory Board will monitor regularly, at least every two years, how effectively the Supervisory Board as a whole and its committees perform their duties. Apart from the qualitative criteria to be determined by the Supervisory Board, the Self-Assessment will cover, in particular, the processes in the Supervisory Board and the flow of information between the committees and the entire Supervisory Board and the question of whether the Supervisory Board is provided with information in due time and whether the information provided is sufficient in terms of its content.


  • These Rules of Procedure will come into force with immediate effect.