Porsche 2009 Annual Report Download - page 27

Declaration of compliance of
Porsche Automobil Holding SE
The executive board and supervisory board of
Porsche Automobil Holding SE declare in accordance
with Sec. 161 (1) German Stock Corporation Act
(AktG) that the company has complied and does com-
ply with the recommendations of the Government
Commission of the German Corporate Governance
Code announced by the Federal Ministry of Justice in
the official part of the elektronischer Bundesanzeiger
(German Electronic Federal Gazette), with the follow-
ing exceptions:
“The Supervisory Board shall specify concrete
objectives regarding its composition which, whilst con-
sidering the specifics of the enterprise, take into ac-
count the international activities of the enterprise, po-
tential conflicts of interest, an age limit to be specified
for the members of the Supervisory Board and diversity.
These concrete objectives shall, in particular, stipulate
an appropriate degree of female representation.
Recommendations by the Supervisory Board
to the competent election bodies shall take these ob-
jectives into account. The concrete objectives of the
Supervisory Board and the status of the implementa-
tion shall be published in the Corporate Governance
Report.” (No. 5.4.1 (2) and (3) of the German Corpo-
rate Governance Code as amended 26 May 2010)
The supervisory board welcomes the inten-
tion of the code to define rules for the composition of
supervisory boards and is committed to this goal.
However, in light of the intended merger with Volks-
wagen AG and the fact that, at present, no new elec-
tions of shareholder representatives to the supervi-
sory board are planned prior to the merger, the speci-
fication of concrete goals would not be appropriate at
the current point in time.
“Beyond the statutory obligation to report
and disclose dealings in shares of the company with-
out delay, the ownership of shares in the company or
related financial instruments by Management Board
and Supervisory Board members shall be reported if
these directly or indirectly exceed 1 percent of the
shares issued by the company. If the entire holdings
of all members of the Management Board and Super-
visory Board exceed 1 percent of the shares issued
by the company, these shall be reported separately
according to Management Board and Supervisory
Board. The aforesaid disclosures shall be included in
the Corporate Governance Report.” (No. 6.6 German
Corporate Governance Code)
Porsche Automobil Holding SE publishes an-
nouncements of the voting rights of our shareholders
in accordance with the German Securities Trading Act
as required by this law. Announcements concerning
the purchase and sale of Porsche preference shares
by members of the executive board and supervisory
board in accordance with Sec. 15a of the German
Securities Trading Act are published insofar as this is
required by Sec. 15a of the German Securities Trad-
ing Act. The shares in the company and related finan-
cial instruments held by members of the company’s
governing bodies (No. 6.6 of the German Corporate
Governance Code) have not yet been published as we
consider complete compliance with statutory publish-
ing requirements provides the capital markets and our
shareholders in particular with sufficient information.
Corporate governance in the
Volkswagen subgroup
Volkswagen AG
In their declaration of compliance with the
German Corporate Governance Code as of 20 No-
vember 2009, the board of management and supervi-
sory board of Volkswagen AG disclosed that, in the
period from 21 November 2008 to 5 August 2009,
the recommendations of the code as of 6 June 2008
had been complied with, with the exception of No.
4.2.3. (4) and (5) (severance payment cap), and that
the recommendation of the code published on 5 Au-
gust 2009 in the new version of 18 June 2009 had
been complied with, with the exception of No. 3.8 (2)
(deductible in D&O insurance), No. 4.2.3 (2) sen-
tences 2 and 3 (comparison parameters for variable
compensation) and No. 4.2.3 (3) and (4) (severance
payment cap).
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