Porsche 2009 Annual Report Download - page 14

The supervisory board examined the creation of the integrated automotive group and other
fundamental issues of corporate planning, in particular financial, liquidity, investment and human re-
sources planning. After a thorough examination, the supervisory board approved all matters presented
to it by the executive board for approval or passed resolutions in accordance with the co-
determination agreement, the articles of association or the rules of procedure of the executive
board. Such matters included in particular the conclusion of the basic agreement and the related
implemented agreements, the conclusion of the domination and profit and loss transfer agreement
with Porsche Zweite Vermögensverwaltung GmbH (approved by the annual general meeting on 29
January 2010), the voting behavior of Porsche Automobil Holding SE (i) at the extraordinary general
meeting of Volkswagen AG on 3 December 2009 in the elections for the supervisory board and for
the creation of rights to appoint members of the supervisory board, (ii) at the annual general meet-
ing of Volkswagen AG on 22 April 2010 for the exoneration of members of management, the super-
visory board elections and the approval of the conclusion of corporate agreements and (iii) at the
annual general meeting for the fiscal year 2008/09 of Dr. Ing. h.c. F. Porsche Aktiengesellschaft for
the exoneration of management members.
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. This also applies to appropriate risk
provisioning and compliance. In addition, the supervisory board monitored whether the executive board
took the measures for which it is responsible pursuant to Sec. 91 (2) AktG and that the risk monitoring
system prescribed therein works effectively.
Significant issues addressed by the supervisory board in the fiscal year 2009/10
At the first meeting in the 2009/10 fiscal year, which was held on 13 August 2009, the su-
pervisory board examined the cornerstones of the investment agreement with Qatar Holding LLC
and approved its conclusion. This agreement, which was signed the next day, regulates the sale of
a significant portion of the cash-settled options relating to VW shares to Qatar Holding LLC. The su-
pervisory board also dealt with the basic agreement on the creation of an integrated automotive
group between Porsche and Volkswagen and approved its conclusion in the draft version at that point
in time. Special attention was paid to the strategic logic of the basic agreement and the multiple-
stage transaction concept underlying it. The supervisory board focused on the effects of the trans-
action on the financial position, results of operations and liquidity of Porsche Automobil Holding SE.
Regarding the agreed indirect investment of Volkswagen AG in Dr. Ing. h.c. F. Porsche Aktiengesell-
schaft, the enterprise value was tested for plausibility. Potential risks of the transaction, tax issues
relating to the transaction and points still open at that time were also discussed.
At this meeting, the supervisory board also appointed Prof. Dr. Martin Winterkorn as a
member of the executive board and nominated him chairman of the executive board of Porsche
Automobil Holding SE. Mr. Hans Dieter Pötsch was also appointed member of the executive board.
14 Report of the supervisory board