Porsche 2009 Annual Report Download - page 18

Nomination committee
The nomination committee provides the supervisory board with recommendations for the su-
pervisory board’s proposals to the annual general meeting concerning the election of supervisory
board members. The nomination committee consists of the supervisory board chairman, who is at
the same time the chairman of the nomination committee, and three other shareholder representa-
tives. The current members of the nomination committee are Dr. Wolfgang Porsche, who chairs the
committee, and Prof. Dr. Ferdinand K. Piëch, Dr. Hans Michel Piëch and Dr. Ferdinand Oliver Porsche.
At the only meeting of the nomination committee on 15 December 2009, the committee
decided to recommend to the supervisory board to propose to the annual general meeting on
29 January 2010 to elect His Excellency Sheik Yassim bin Abdulaziz bin Yassim Al-Thani to the su-
pervisory board of Porsche Automobil Holding SE.
Corporate governance
The supervisory board and executive board have repeatedly and intensively discussed the
recommendations and suggestions of the German Corporate Governance Code, submitted the decla-
ration of compliance in accordance with Sec. 161 German Stock Corporation Act (AktG) and made it
permanently accessible to shareholders on the website www.porsche-se.com. The declaration of
compliance is published in full in the corporate governance report as part of the 2009/10 annual re-
port. The supervisory board reviews the efficiency of its activities as part of its self-assessment.
In the course of voting relating to the creation of the integrated automotive group, poten-
tial conflicts of interest arose. During these votes, the members of the supervisory board Dr. Wolf-
gang Porsche, Dr. Ferdinand Oliver Porsche, Dr. Hans Michel Piëch und Prof. Dr. Ferdinand K.
Piëch abstained from voting. These supervisory board members are also indirect owners of hold-
ers of ordinary shares in the company who are also party to the basic agreement. In light of their
participation in corresponding votes in the supervisory board of Volkswagen AG, Messrs. Bernd
Osterloh and Peter Mosch did not participate in the votes in the supervisory board of Porsche
Automobil Holding SE relating to the formation of an integrated automotive group. The supervisory
board members who are also indirect owners of holders of ordinary shares of the company and
Messrs. Bernd Osterloh and Peter Mosch did not participate in the supervisory board’s resolution
on the agreement on a commitment to a capital increase with holders of ordinary shares in Por-
sche Automobil Holding SE.
Nor did Messrs. Bernd Osterloh and Peter Mosch participate in the supervisory board reso-
lution concerning the conclusion of an investment agreement regarding the selling of a significant
portion of the cash-settled options relating to shares in Volkswagen AG to Qatar Holding LLC, Qatar.
18 Report of the supervisory board