Porsche 2012 Annual Report Download - page 31

in the annual general meeting. When passing reso-
lutions, each ordinary share of Porsche SE grants
one vote. There are no shares with multiple or pref-
erential 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 information about company matters if this
is needed to properly judge an item on the agenda.
Among other things, the annual general meeting
adopts resolutions on the exoneration of the execu-
tive board and the supervisory board, the appropria-
tion of profits, capital measures and amendments to
the articles of association.
The representatives of the shareholders on the
supervisory board are elected by the annual general
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 meet-
ing, 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 em-
ployee representatives.
Financial reporting and annual audit
The Porsche group’s financial reporting is based 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 com-
mercial law pursuant to Sec. 315a (1) German
Commercial Code (HGB). The financial statements
of Porsche SE as parent company of the Porsche
group are based on the accounting provisions of the
German Commercial Code. Both sets of financial
statements are audited by Ernst & Young GmbH
Wirtschaftsprüfungsgesellschaft, Stuttgart, as inde-
pendent auditor. In addition, the underlying facts of
the declaration of compliance in accordance with
Sec. 161 (1) German Stock Corporation Act (AktG)
are taken into account during the annual audit.
Risk management
The Porsche group has a group-wide risk
management system which helps management to
recognize major risks at an early stage, thus ena-
bling them to initiate countermeasures in good
time. The risk management system at the Porsche
group is continuously tested for efficiency and
continually optimized to reflect changed condi-
tions. For details, please refer to pages 107ff. of
this annual report.
Communication and transparency
Porsche attaches great importance to transparent
communication and regularly keeps shareholders,
financial analysts, shareholder associations, the
media and the general public informed about the
situation of the company and its business devel-
opment. This information can be sourced at the
website
www.porsche-se.com,
which contains all press releases and financial
reports as well as the articles of association of
Porsche SE and information about the annual
general meeting.
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