Porsche 2011 Annual Report Download - page 24

The tasks relating to the capital increase
which by law, the articles of association and the
resolution of the annual general meeting are the duty
of the supervisory board, were transferred to the
capital increase committee. In particular, the commit-
tee was authorized to take decisions in the place of
the supervisory board with regard to approving deci-
sions of the executive board relating to the definition
of further details of the capital increase and its im-
plementation, including but not limited to deciding on
the subscription price, the maximum number of
shares to be offered for subscription and the resulting
subscription ratio, as well as the other conditions for
the issue of the new shares. Moreover, the capital
increase committee was authorized to take decisions
in the place of the supervisory board concerning the
amendment of Art. 4 (1) of the company’s articles of
association (share capital) in accordance with the
capital increase performed.
The merger committee was established by
the supervisory board on 9 June 2011 to pass the
resolutions required by law or otherwise conducive to
the intended merger with Volkswagen AG in cases
where resolutions were not required to be adopted by
the supervisory board as a whole in accordance with
Sec. 107 (3) Sentence 3 German Stock Corporation
Act (AktG).
By circularization initiated on 20 October
2011, the supervisory board adopted a resolution to
expand the merger committee’s competencies, to
enlarge it to six members and rename it “integrated
automotive group committee”. In addition to the afo-
rementioned tasks, the committee was authorized to
adopt resolutions on behalf of the supervisory board
as a whole where required by law or otherwise condu-
cive to the creation of an integrated automotive group.
These competencies were transferred only to the
extent that the resolution is not required by Sec. 107
(3) Sentence 3 AktG to be passed by the supervisory
board as a whole.
Rights of the shareholders
Porsche SE’s share capital is equally divided
into ordinary shares and preference shares without
voting rights. The shareholders exercise their rights in
the annual general meeting. When passing resolutions,
each ordinary share of Porsche SE grants one vote.
There are no shares with multiple or preferential
voting rights, nor are there maximum voting rights.
Every shareholder is entitled to take part in the annual
general meeting, to express an opinion on items on
the agenda, to table motions and to demand informa-
tion about company matters if this is needed to prop-
erly judge an item on the agenda.
Among other things, the annual general meet-
ing adopts resolutions on the exoneration of the
executive board and the supervisory board, the ap-
propriation of profits, capital measures and amend-
ments to the articles of association.
The representatives of the shareholders on
the supervisory board are elected by the annual gen-
eral meeting. The following applies to the election of
employee representatives on the supervisory board:
The articles of association of Porsche SE provide for
the appointment of employee representatives to the
supervisory board by the annual general meeting,
unless an agreement reached in accordance with the
German Act on Employee Involvement in SEs (SEBG)
provides for any other procedure for the appointment
of employee representatives to the supervisory board.
The latter is currently the case. The agreement on the
involvement of employees at Porsche SE contains the
provision that employee representatives are directly
appointed to office following their election by the
Porsche SE works council. Even if no such agreement
had been made, the annual general meeting would be
bound by the nominations of the employees when
electing employee representatives.
Financial reporting and annual audit
The Porsche group’s financial reporting is ba-
sed on the International Accounting Standards (IASs)
and International Financial Reporting Standards (IFRSs)
issued by the International Accounting Standards
Board (IASB) as adapted by the European Union, and
the additional requirements of German commercial
law pursuant to Sec. 315a (1) German Commercial
Code (HGB). The financial statements of Porsche SE
CORPORATE GOVERNANCE REPORT24