Porsche 2012 Annual Report Download - page 20

Significant issues addressed by the supervisory board in the fiscal year 2012
At an extraordinary meeting on 27 February 2012, the supervisory board discussed the concept for the
accelerated creation of the integrated automotive group by way of the contribution of Porsche’s operating
business to Volkswagen AG, the appointment of Mr. von Hagen as a member of the executive board of the
company, the change to the remuneration structure of the executive board and its implementation.
At the following ordinary meeting on 9 March 2012, the supervisory board specifically discussed the
separate financial statements and consolidated financial statements for the fiscal year 2011 and the status
of the rescission proceedings relating to the resolution of the annual general meeting of 29 January 2010
regarding the exoneration of the supervisory board.
At another extraordinary meeting, held on 2 May 2012, the supervisory board discussed the agenda of
the annual general meeting on 25 June 2012 and decided on its resolutions for proposal to the annual
general meeting. In addition, the supervisory board resolved on the voting behavior of Porsche Zwischen-
holding GmbH at the annual general meeting of Dr. Ing. h.c. F. Porsche Aktiengesellschaft regarding the
exoneration of the members of management for the fiscal year 2011.
At the second ordinary meeting on 25 June 2012, the supervisory board obtained information on the
status of the review of the concept for the accelerated creation of the integrated automotive group by way
of contributing Porsche’s operating business to Volkswagen AG.
At the meeting of 4 October 2012, the supervisory board was informed about the meeting of the inte-
grated automotive group committee on 4 July 2012 and the resolutions passed. At the meeting on 4 July
2012, the committee had approved the concept for the accelerated creation of the integrated automotive
group by way of the contribution of Porsche’s operating business to Volkswagen AG and the measures for
implementing the concept. Moreover, the executive board reported on the status of the investment con-
cept with which it is intended to use the majority of the existing net liquidity for strategic equity invest-
ments, focusing along the automotive value chain. In addition, the supervisory board obtained information
on the status of the claim for damages before the New York State Supreme Court, the claim for damages
before the American Federal Court, the claims for damages pending with the Regional Court of Braun-
schweig, and the status of the ongoing investigations and actions relating to former members of the exec-
utive board of the company. Finally, the supervisory board passed the declaration of compliance pursuant
to Sec. 161 (1) AktG.
At the last meeting of the supervisory board in the fiscal year 2012, which took place on 6 December
2012, the executive board reported on the status of the investment concept and the status of the claim
before the New York State Supreme Court and the claim before the American Federal Court. Furthermore,
the executive board reported on a claim for damages that had been filed in England but not yet served on
the company and on the action (filed at the Stuttgart Regional Court) for declaratory judgment that the
alleged claim does not exist. In addition, the supervisory board obtained information on the progress of the
main proceedings in the action in connection with the accusation of gaining credit by deception and the
status of the investigations in connection with the allegations of information-based market manipulation
and breach of fiduciary duty against former members of the executive board of the company. Finally, the
supervisory board discussed the rescission proceedings relating to the resolution of the annual general
meeting on 29 January 2010 regarding the exoneration of the supervisory board.
116 To our shareholdersTo our shareholders
Report of the supervisory board