Porsche 2006 Annual Report Download - page 10

The Supervisory Board assumed the supervision and
advisory functions imposed by law and articles of
incorporation and bylaws over the reporting period.
In compliance with legal requirements, the Super-
visory Board was kept informed in detail, continuous-
ly and promptly throughout the fiscal year of the
company’s position, business progress and business
policy by means of written and verbal reports from
the Executive Board, and in joint meetings. The
reporting dealt in particular with the situation of
the company, business development and business
policy. Outside the meetings, the Supervisory Board
was also kept up to date with market developments
and the progress of business divisions. Prime im-
portance was attached to monthly reports contain-
ing and explaining significant current quantity and
financial data with reference to the budget and the
previous year's figures. The Supervisory Board has
examined the main planning and decision-making
documents and satisfied itself that these are correct
and adequate. The Supervisory Board reviewed and
discussed all the reports and documents presented
to the extent required. No objections were raised
to the work of the Executive Board.
The Supervisory Board examined fundamental
issues of corporate planning, in particular financial,
investment and human resources planning. It was
involved in all decisions of fundamental importance
for Porsche AG or the Porsche Group. The Super-
visory Board approved all the matters which the
Executive Board presented to it for approval in
accordance with the rules of procedure of the
Executive Board.
At an extraordinary meeting, the Supervisory Board
gave its authorization after in-depth consultation with
the Executive Board to increase the investment in
Volkswagen AG from 27.3 percent to up to 31 per-
cent and to make the non-group Volkswagen share-
holders a mandatory bid. At the same meeting,
the Supervisory Board approved the establishment
of a holding structure by spinning off the business
operations of Porsche AG to Porsche Vermögens-
verwaltung AG and by concluding a control and
profit and loss transfer agreement between Porsche
Vermögensverwaltung AG and Porsche AG as the
controlling company. The Supervisory Board also
approved the decision to rename the future holding
company Porsche Automobil Holding and to convert
it into a European stock corporation. Dr. Ferdinand
Piëch was not involved in these resolutions to step
up the Volkswagen investment and to restructure
the Porsche Group.
The Supervisory Board satisfied itself that the
Executive Board is duly conducting the company's
business and has taken all the necessary measures
in good time and effectively. This also applies to
appropriate risk provisioning and compliance.
No member of the Supervisory Board attended
fewer than half of the meetings. If unable to attend
meetings, the Supervisory Board members someti-
mes participated in the resolutions by casting votes
in writing. The Supervisory Board has set up a Stan-
ding Committee which acts as personnel committee
and mediation committee in accordance with § 27
(3) German Codetermination Act and also decides
on transactions requiring approval in urgent cases.
No other committees were established.
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Report of the Supervisory Board