Porsche 2012 Annual Report Download - page 50

Capital market
2012 was largely characterized by a solid capi-
tal market environment. The cooling of the Europe-
an sovereign debt crisis during the course of the
year and the effect of monetary measures of the
central banks resulted in a marked recovery of the
stock market in comparison to the prior-year period.
The German share index DAX ended 2012 at 7,612
points, up 29 percent compared to the end of the
prior year. The Composite DAX (CDAX), a key index
of all shares listed in the Prime and General Stand-
ard segments of the Frankfurt Stock Exchange,
developed equally positively during the comparative
period and also saw an increase of around 29 per-
cent from 521 to 673 points.
The price of Porsche SE’s preference share fol-
lowed the general upward trend, but saw more
dynamic development than the overall market in the
second half of the reporting period. The share
closed 2012 at a price of 61.70 euro, a high for the
year. This corresponds to a price increase of 49
percent in 2012.
Implementation of the requirements of the
German Corporate Governance Code
In accordance with the declaration of compliance
from October 2012, Porsche SE complies with the
recommendations of the German Corporate Gov-
ernance Code with the following exceptions.
The recommendation on objectives regarding
the composition of the supervisory board in No.
5.4.1 (2) and (3) has not been complied with nor will
it be complied with in the future. The supervisory
board supports a balanced composition of the
board as defined by the recommendation in No.
5.4.1 (2) and (3) of the code. The supervisory board
believes that the specification of concrete objec-
tives is inappropriate, as candidates are nominated
in each individual case taking into consideration the
male or female candidates available at the particular
time. However, in the interests of the company,
election recommendations will in particular take into
consideration the possibility of increasing the de-
gree of female representation, and the representa-
tion of independent members on the supervisory
board that is appropriate in the opinion of the su-
pervisory board.
As regards the recommendation in No. 5.4.1 (4)
of the German Corporate Governance Code regard-
ing the disclosure of certain matters in the supervi-
sory board’s election recommendations to the gen-
eral meeting, the requirements of the Code are
indefinite and their boundaries unclear. As a precau-
tionary measure, the executive board and supervi-
sory board have therefore declared non-compliance
with the Code in this point. Notwithstanding this,
the supervisory board will endeavor to meet the
requirements of No. 5.4.1 (4).
The recommendation in No. 5.4.6 (2) of the
German Corporate Governance Code regarding the
orientation of supervisory board compensation
toward sustainability has not been complied with
nor will it be complied with in the future. Taking into
consideration the primarily supervisory function of
the supervisory board, which, in the shared opinion
of the executive board and the supervisory board,
does not entail any risk with regard to the creation
of short-term incentives, the executive board and
supervisory board believe that the current perfor-
mance-related compensation of the supervisory
board members includes adequate sustainability
components. However, in light of the indefinite
nature of the recommendation in the Code and the
as yet unclear scope of the requirement that varia-
ble compensation components be oriented toward
sustainable corporate development, as a precau-
tionary measure, the executive board and supervi-
sory board declare non-compliance with No. 5.4.6
(2) of the Code.
The recommendation in No. 6.6 of the German
Corporate Government Code regarding disclosure
of shares in the company held by executive board
and supervisory board members has not been
complied with nor will it be complied with in the
future. This is because the disclosure obligations,
2The company
Group management report
246