Porsche 2012 Annual Report Download - page 32

Besides the regular reporting, Porsche an-
nounces details of circumstances that are not in the
public domain in accordance with Sec. 15 German
Securities Trading Act (WpHG) which, when they
become known, could significantly impact on the
share prices of the Porsche share. These ad hoc
announcements are also presented on the homep-
age of Porsche Automobil Holding SE.
Directors’ dealings
Pursuant to Sec. 15a German Securities Trading Act
(WpHG), members of the executive board and su-
pervisory board as well as other management per-
sonnel and persons closely related to them must
disclose the purchase and sale of Porsche shares
and related financial instruments. Porsche SE pub-
lishes such announcements about transactions of
this kind on the Porsche homepage.
Declaration of compliance with the
German Corporate Governance Code
The background
On 26 February 2002 the Federal German Govern-
ment Commission on the Corporate Governance
Code introduced a standard of good and responsible
corporate governance for companies listed on the
stock exchange. Pursuant to Sec. 161 (1) German
Stock Corporation Act (AktG), the executive and
supervisory boards of listed companies are obliged
to make an annual declaration of whether they have
complied and are continuing to comply with the
code, or which of the recommendations contained in
the code have not been or are not applied, and why.
For the period from 5 October 2011 until
15 June 2012 the declaration below refers to the
version of the code amended on 26 May 2010 and
since 16 June 2012 to the version of the code
amended on 15 May 2012, which was published in
the Bundesanzeiger (German Federal Gazette) on
15 June 2012.
Text of the declaration of compliance pursuant
to Sec. 161 (1) AktG of Porsche Automobil
Holding SE (version of October 2012, which
was valid as of the reporting date):
The executive board and supervisory board of Por-
sche Automobil Holding SE declare in accordance
with Sec. 161 (1) AktG that the company has general-
ly complied and does comply with the recommenda-
tions of the Government Commission on the German
Corporate Governance Code announced by the
Federal Ministry of Justice in the official part of the
German Federal Gazette. However, the following
recommendations have not been complied with nor
will they be complied with in the future:
The recommendation on objectives regarding
the composition of the supervisory board in No.
5.4.1 (2) and (3) in the version of 26 May 2010 has
not been complied with. The supervisory board wel-
128 To our shareholdersTo our shareholders
Corporate governance report