Porsche 2011 Annual Report Download - page 26

desanzeiger (German Electronic Federal Gazette),
with the following exceptions:
“The Supervisory Board shall specify con-
crete objectives regarding its composition which,
whilst considering the specifics of the enterprise, take
into account the international activities of the enter-
prise, potential 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
objectives 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 on 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.
This notwithstanding, the specification of concrete
goals would not be appropriate at the current time as
the integrated automotive group is to be created with
Volkswagen AG before the next planned new elections
of shareholder representatives to the supervisory
board are due, if possible. In this case, questions
regarding the composition of the supervisory board of
the company could arise that are of a quite different
character than at present.
“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 vot-
ing rights notifications by our shareholders in accor-
dance with the German Securities Trading Act (WpHG)
as required by this law. Notifications concerning the
purchase and sale of Porsche preference shares by
members of the executive board and supervisory
board in accordance with Sec. 15a German Securities
Trading Act (WpHG) are published insofar as this is
required by Sec. 15a German Securities Trading Act
(WpHG). The shares in the company and related finan-
cial instruments held by members of the company’s
governing bodies have not been published in the past
and will not be published in future as we believe com-
plete compliance by us with statutory publishing
requirements provides the capital markets and our
shareholders in particular with sufficient information.
Corporate governance in the Volkswagen group
Volkswagen AG
The board of management and supervisory
board of Volkswagen AG issued the declaration of
compliance with the German Corporate Governance
Code on 3 December 2010. In this document, they
declared that the recommendations of the Govern-
ment Commission on the German Corporate Govern-
ance Code in the version dated 26 May 2010 will be
fully complied with, with the exception of no. 4.2.3 (4)
(severance payment cap). A severance payment cap
has been agreed when entering into new board of
management contracts, although this does not apply
to contracts with members of the board for their third
term of office and beyond. Existing rights are pro-
tected in such cases.
The board of management and supervisory
board of Volkswagen AG also declared on 3 Decem-
ber 2010 that the recommendations of the German
Corporate Governance Code as of 18 June 2009
were complied with in the period from 20 November
2009 to 2 July 2010, with the exception of No. 3.8 (2)
(deductible in D&O insurance), No. 4.2.3 (3) sen-
tences 2 and 3 (comparison parameters for variable
compensation) and No. 4.2.3 (4) (severance payment
cap). As of 1 January 2010 No. 3.8 (2) (deductible in
CORPORATE GOVERNANCE REPORT26