Porsche 2009 Annual Report Download - page 29

Remuneration report
(Part of the management report)
The remuneration report describes the remu-
neration system for members of the executive board
and supervisory board of Porsche Automobil Holding
SE, Stuttgart, (Porsche SE or the company) and ex-
plains the basic structure, composition and the indi-
vidualized amount of income. In addition, the report
includes disclosures on other benefits promised to
members of the executive board in the event of ter-
mination of their office.
Remuneration of the executive board
General principles
Besides their membership of executive board
of Porsche SE, the board members are also members
of the board of management of Volkswagen Aktienge-
sellschaft, Wolfsburg, (Volkswagen AG) and the execu-
tive board of Dr. Ing. h.c. F. Porsche Aktiengesell-
schaft, Stuttgart, (Porsche AG). In the reporting pe-
riod, Professor Dr. Martin Winterkorn and Hans Dieter
Pötsch were also members of the board of manage-
ment of Volkswagen AG, while Thomas Edig and Mi-
chael Macht also were members of the executive
board of Porsche AG, the subsidiary of Porsche
Zwischenholding GmbH.
In accordance with the provisions of the law,
the presentation of the structure and composition of
remuneration for members of the executive board
takes into account not only the remuneration for ser-
vice as a member of Porsche SE’s executive board,
but also the pro rata remuneration earned up until the
date of deconsolidation of Volkswagen AG on
3 December 2009 and of Porsche Zwischenholding
GmbH on 7 December 2009 for membership of those
companies’ boards.
Remuneration principles at
Porsche SE
At regular intervals the supervisory board
takes a look at remuneration matters concerning the
executive board, examining the structure and amount
of remuneration of the executive board in the process.
At the beginning of the fiscal year, Porsche SE’s su-
pervisory board decided to extensively revise the re-
muneration system for members of the company’s
executive board in order to reflect the measures im-
plemented in accordance with the basic agreement as
well as the company’s new role as a pure holding
company.
The presentation of the executive board’s re-
muneration is in compliance with the legal require-
ments and the recommendations of the German Cor-
porate Governance Code.
Unlike in the previous remuneration system,
as compensation for their service at Porsche SE the
four executive board members receive a fixed basic
component only.
The supervisory board has, however, ex-
pressly reserved the right to introduce a variable re-
muneration system or to make special payments or
pay out bonuses subsequently to members of the ex-
ecutive board based on targets agreed beforehand.
In addition, the members of the executive
board receive other benefits in kind, such as the use
of company cars and provision of insurance cover, for
which the company bears the taxes incurred. The de-
ductible provided by Sec. 93 (2) German Stock Cor-
poration Act (AktG) has been arranged for the D&O
insurance policy concluded by the company for its
executive board members.
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