Porsche 2007 Annual Report Download - page 27

For Porsche, responsible, transparent and efficient corporate governance is an
integral part of the Company’s corporate culture.
The conversion of Dr. Ing. h.c. F. Porsche AG into Porsche Automobil Holding SE,
concluded on 13 November 2007, was an important step in the furtherance of
Porsche’s corporate governance structure. Designed for international opera-
tions, this corporate organizational form allows a modern and efficient corporate
charter and thus creates the best possible prerequisites for the continuous deve-
lopment of the Porsche Group.
Corporate statutes of Porsche Automobil Holding SE
The legal basis for the corporate statutes of Porsche Automobil Holding SE is
formed by the European SE provisions and the German SE Implementation Act
as well as the German Stock Corporation Act. The differences this leads to
compared to the statutes of a stock corporation mainly pertain to the formation
and composition of the supervisory organ. The dual management system with
a strict separation of Executive Board and Supervisory Board, the principle
of parity co-determination in the Supervisory Board as well as the co-adminis-
tration and control rights of the shareholders in the general meeting continue
to be the main core elements of the company statutes of Porsche Automobil
Holding SE.
Corporate management by the Executive Board
The Executive Board has sole responsibility for the management of Porsche
Automobil Holding SE and the Porsche Group and represents the Company in
transactions with third parties. Its main tasks pertain to the strategy and
management of the Porsche Group as well as the implementation and monito-
ring of an efficient risk management system. If the Executive Board has two
members, as is currently the case, decisions have to be made unanimously.
The activity of the Executive Board is regulated in more detail in rules of proce-
dure.
The Executive Board informs the Supervisory Board regularly, without delay and
comprehensively about the planning, business development and the risk
management of the Company and consults with the Supervisory Board on the
strategy of the Porsche Group. Certain transactions stipulated in the bylaws of
the Porsche Automobil Holding SE and the Executive Board’s rules of procedu-
re may only be carried out by the Executive Board subject to the prior approval
of the Supervisory Board. These include, among others, the acquisition and the
24
Corporate Governance Report