Porsche 2009 Annual Report Download - page 40

Group management report and management report
of Porsche Automobil Holding SE
Significant events
Porsche SE acts as a holding company
Since early December 2009, Porsche Automo-
bil Holding SE (“Porsche SE”) has essentially been func-
tioning as a holding company for its investments in
Volkswagen Aktiengesellschaft, Wolfsburg, (“Volkswagen
AG”) and Porsche Zwischenholding GmbH, Stuttgart.
The investments in the Volkswagen group (Volkswagen
AG and its subsidiaries) and in the Porsche Zwischen-
holding GmbH group (Porsche Zwischenholding GmbH
as well as Dr. Ing. h.c. F. Porsche Aktiengesellschaft,
Stuttgart, (“Porsche AG”) and its subsidiaries) were in-
cluded in the consolidated financial statements of Por-
sche SE until early December 2009 by means of full
consolidation. The Volkswagen group was deconsoli-
dated with effect as of 3 December 2009, and the Por-
sche Zwischenholding GmbH group was deconsolidated
with effect as of 7 December 2009. The following fac-
tors were decisive for their deconsolidation:
Volkswagen AG’s annual general meeting on
3 December 2009 adopted a resolution to incorporate
a delegation right for the German State of Lower
Saxony into Volkswagen AG’s articles of association.
This delegation right allows the State of Lower Saxony
to appoint two members to the supervisory board of
Volkswagen AG as long as it directly or indirectly holds
15 percent or more of the ordinary shares in Volks-
wagen AG. The incorporation of the delegation right
was agreed to by Porsche SE and Volkswagen AG in
the basic agreement on the creation of an integrated
automotive group between Porsche SE and Volks-
wagen AG. The resolution to include the delegation
right and the resulting structure of the supervisory
board of Volkswagen AG prevents the Volkswagen
group from being included in Porsche SE’s consoli-
dated financial statements by means of full consolida-
tion. Porsche SE no longer has control as defined by
the International Financial Reporting Standards (IFRSs).
As Porsche SE still has significant influence as defined
by IFRSs on Volkswagen AG, the company is included
in the consolidated financial statements of Porsche SE
as an associate accounted for at equity since
3 December 2009.
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