Porsche 2007 Annual Report Download - page 11

8
To our shareholders
The Company
The new Panamera
Financials
The Supervisory Board assumed the supervision and
advisory functions imposed by law and articles of
incorporation and bylaws over the reporting period.
For this purpose, the Supervisory Board addressed
in detail the Company’s economic conditions and
strategic development at a total of five meetings.
Reincorporation as a European
stock corporation
A major event in fiscal 2007/08, Dr. Ing. h.c. F.
Porsche Aktiengesellschaft was reincorporated as
a European stock corporation (Societas Europaea)
and renamed “Porsche Automobil Holding SE”.
In connection with the reincorporation, Porsche’s
complete operating business was spun off to a
wholly owned subsidiary that has assumed the
name “Dr. Ing. h.c. F. Porsche Aktiengesellschaft”.
On 26 June 2007, the extraordinary general
meeting of Dr. Ing. h.c. F. Porsche Aktiengesell-
schaft passed resolutions concerning the reincor-
poration and the spin-off. These resolutions
entered into effect upon entry in the commercial
register of the Stuttgart local court on 13 Novem-
ber 2007. Since then, Porsche Automobil Hold-
ing SE has acted as a holding company for the
investment in the (new) Dr. Ing. h.c. F. Porsche
Aktiengesellschaft and the investment in Volks-
wagen Aktiengesellschaft.
The term of office of the former Supervisory Board
members ended when the former Dr. Ing. h.c. F.
Porsche Aktiengesellschaft was reincorporated
as a European stock corporation on 13 November
2007. A new Supervisory Board had to be elected
at Porsche Automobil Holding SE, the composition
of which had to comply with new legal provisions,
in particular the articles of incorporation and
bylaws and the agreement on the representation
of employees in Porsche Automobil Holding SE
(representation agreement). The Supervisory Board
continues to comprise twelve members, of which
six are shareholder representatives and six are
employee representatives. The six shareholder re-
presentatives were appointed by a resolution con-
cerning the reincorporation at the extraordinary
general meeting on 26 June 2007. On 4 July 2007,
the employee representatives were appointed by
the Stuttgart local court based on the represen-
tation agreement. The founding meeting of the new
Supervisory Board of Porsche Automobil Holding SE
was held on 24 July 2007. In the course of this
founding meeting, Dr. Wolfgang Porsche was elect-
ed chairman and Mr. Uwe Hück was elected deputy
chairman. In addition, the Supervisory Board
appointed the two Executive Board members of
Porsche Automobil Holding SE, Dr.-Ing. Wendelin
Wiedeking (chairman) and Mr. Holger P. Härter
(deputy chairman).
Cooperation between the Supervisory Board
and the Executive Board
As part of its advisory and oversight functions,
the Supervisory Board was kept informed in detail,
continuously 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, in compliance with legal requirements.
Report of the Supervisory Board