Porsche 2009 Annual Report Download - page 24

Responsible, transparent and efficient corpo-
rate governance is an integral part of Porsche’s cor-
porate culture.
Declaration of compliance required by
Sec. 289a German Commercial Code (HGB)
You can find the declaration of compliance
required by Sec. 289a German Commercial Code
(HGB) on our website at www.porsche-
se.com/pho/en/investorrelations.
Corporate statutes of
Porsche Automobil Holding SE
The main legal basis for the corporate stat-
utes of Porsche SE is formed by the European SE
provisions and the German SE Implementation Act as
well as the German Stock Corporation Act (AktG).
The differences this leads to compared to the stat-
utes of a stock corporation mainly pertain to the for-
mation and composition of the supervisory board.
The dual management system with a strict separation
of executive board and supervisory board, the princi-
ple of parity co-determination in the supervisory
board, as well as the co-administration and control
rights of the shareholders in the annual general meet-
ing are also core elements of the company statutes
of Porsche SE.
Corporate management by the executive board
The executive board has sole responsibility
for the management of Porsche SE and the Porsche
group and represents the company in transactions
with third parties. Its main tasks pertain to the strat-
egy and management of the Porsche group as well as
the implementation and monitoring of an efficient risk
management system. The activity of the executive
board is regulated in more detail in rules of procedure
issue by the supervisory board.
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 articles
of association of Porsche SE and the executive
board’s rules of procedure may only be carried out
by the executive board subject to the prior approval
of the supervisory board. These include, among oth-
ers, the acquisition and sale of companies of a cer-
tain size, the establishment and closure of plant loca-
tions, the introduction or discontinuation of business
divisions as well as legal transactions with holders of
ordinary shares or supervisory board members of
Porsche SE.
Corporate governance takes into considera-
tion conflicts of interest that can arise from member-
ship of two executive boards (at Porsche SE on the
one hand, and at Volkswagen AG or Porsche AG on
the other) and addresses these in the company’s in-
terest. For example, members of the executive board
who are also member of the Volkswagen AG board of
management do not participate in any resolutions
concerning issues relating to Volkswagen AG.
In accordance with the provisions of the
German Corporate Governance Code, the executive
board ensures compliance with legal provisions and
internal policies, and works toward ensuring they are
taken into account. The Chief Compliance Officer of
Porsche SE reports directly to the chairman of the
executive board. The Chief Compliance Officer’s task
is to advise the executive board on all questions relat-
ing to compliance, to introduce preventive measures,
manage these and monitor compliance with regula-
tions. Compliance activities are based on a strategy
aimed at prevention.
Monitoring of management by the
supervisory board
The supervisory board appoints the members
of the executive board, and also advises and monitors
the executive board in their managerial activities. The
structure already ensures the fundamental independ-
ence of the supervisory board in its control of the ex-
ecutive board since a member of the supervisory
board may not at the same time belong to the execu-
Corporate governance report
24