Porsche 2005 Annual Report Download - page 10

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During the fiscal year the Supervisory Board was kept informed
in detail of the company’s position, business progress and
business policy by means of written and verbal reports from
the Executive Board, and in joint meetings, and on the basis
of this information has monitored the activities of company
management. The Supervisory and Executive Boards have
discussed the recommendations and suggestions arising from
the German Corporate Governance Code on several occasions
and have issued a declaration of conformity in accordance
with § 161 German Stock Corporation Law (AktG). Comments
on the declaration of conformity have been included in the
2005/06 annual report. The Supervisory Board also examined
fundamental issues of corporate planning, in particular financial,
investment and human resources planning.
Members of the Supervisory Board attended its meetings
with only a few exceptions, and in the event of absence
sometimes cast their votes on resolutions in writing. The Super-
visory Board has appointed a standing committee to perform
the mediating function in accordance with § 27 Paragraph 3
German Co-determination Law (MitBestG) and also a subsidiary
function as a human resources committee. The Supervisory
Board has conducted an efficiency test in the form of a
self-assessment.
Business activities requiring the approval of the Supervisory
Board were discussed in detail at the four regular meetings of
the Supervisory Board and the four meetings of the standing
committee before resolutions were taken. At these meetings
the Supervisory Board satisfied itself that the Executive Board
is duly conducting the company's business and has taken all
the necessary measures in good time and effectively.
In addition, at an extraordinary meeting the Supervisory
Board looked in great depth at the investment in Volkswagen AG
planned by the Executive Board and based on this gave its
approval of this measure. Dr. Ferdinand Piëch did not participate
in the resolution concerning the investment in Volkswagen AG.
A second extraordinary meeting dealt with the sale of CTS
Fahrzeug-Dachsysteme GmbH, which was likewise approved
by the Supervisory Board.
Between the meetings, the Supervisory Board was informed
continuously, comprehensively and without delay by the Exe-
cutive Board on market developments and the progress of
corporate divisions. Prime importance was attached to monthly
reports containing and explaining significant current quantity
and financial data with reference to the budget and previous
year's figures. The Supervisory Board has examined the main
planning and decision-making documents and satisfied itself
that these are correct and adequate.
The Supervisory Board was also provided with a dependent
company report prepared by the Executive Board in accordance
with § 312 AktG. This audit did not give rise to any objections.
The auditor audited the dependent company report and issued
the following opinion:
“Based on our audit and assessment in accordance with
professional standards, we confirm that
1. the actual disclosures contained in the report are correct,
2. the payments made by the company in connection with trans-
actions detailed in the report were not unreasonably high.”
Report of the Supervisory Board
8