Porsche 2009 Annual Report Download - page 22

respectively and checked in particular for completeness and correctness. Representatives of the
auditors participated in these meetings, reported on the significant findings of the audit and were
available to the audit committee and the supervisory board to provide additional information. The
supervisory board concurred with the result of the auditors’ review of the dependent company re-
port. According to the concluding results of its own review, there were no objections with respect to
the closing declaration of the executive board in the dependent company report.
Performance-related remuneration of the supervisory board as set forth in article 14 (1) c)
(1st bullet point) of the articles of association of Porsche Automobil Holding SE for the past fiscal
year is calculated on the basis of the pre-tax result from ordinary activities from continuing opera-
tions recognized in the company’s consolidated financial statements.
The supervisory board considers this ruling of the articles of association on performance-
related remuneration, and the rules on remuneration as a whole, to be appropriate. However, in light of
the significant non-recurring accounting effects in the past fiscal year, which affect remuneration as set
forth in article 14 (1) c) (1st bullet point) of the articles of association, the members of the supervisory
board do not consider this remuneration component to be appropriate. The pre-tax result from ordinary
activities from continuing operations recognized in the consolidated financial statements for the fiscal
year 2009/2010 is very positive. This is due, in particular, to the first-time inclusion of Volkswagen AG
at equity. On the other hand, the overall high negative contribution to profit from discontinued opera-
tions due to the deconsolidation of the Volkswagen group and the Porsche Zwischenholding GmbH
group is not included in the calculation of the performance-related remuneration.
At the supervisory board meeting of 13 October 2010, the members of the supervisory
board therefore declared that they would waive the performance-related remuneration due to them
as set forth in article 14 (1) c) (1st bullet point) of the articles of association of Porsche Automobil
Holding SE.
Composition of the supervisory board and executive board
The annual general meeting on 29 January 2010 elected His Excellency Sheik Yassim Bin
Abdulaziz Bin Yassim Al-Thani to the supervisory board of the company. He replaces the former
member of the supervisory board Mr. Hans-Peter Porsche, who retired from office effective the end
of the annual general meeting on 29 January 2010.
Prof. Dr. Martin Winterkorn, chairman of the board of management of Volkswagen AG, and
Mr. Hans Dieter Pötsch, CFO of Volkswagen AG, joined Porsche Automobil Holding SE’s executive
board as of 25 November 2009, while maintaining their responsibilities at Volkswagen. Prof. Win-
terkorn now chairs the board and Mr. Pötsch is the CFO.
22 Report of the supervisory board