Porsche 2010 Annual Report Download - page 24

Corporate governance report
the capital increase committee. In particular, the
committee is authorized to take decisions in the
place of the supervisory board with regard to ap-
proving decisions of the executive board relating to
the definition of further details of the capital in-
crease and its implementation, including but not
limited to deciding on the subscription price, the
maximum number of shares to be offered for sub-
scription and the resulting subscription ratio, as
well as the other conditions for the issue of the new
shares. Moreover, the capital increase committee is
authorized to take decisions in the place of the
supervisory board concerning the amendment of
article 4 (1) of the company’s articles of association
(share capital) in accordance with the capital in-
crease performed.
Rights of the shareholders
Porsche SE’s share capital is equally di-
vided into ordinary shares and preference shares
without voting rights. The shareholders exercise
their rights in the annual general meeting. When
passing resolutions, each ordinary share of Porsche
SE grants one vote. There are no shares with multi-
ple or preferential voting rights, nor are there maxi-
mum voting rights. Every shareholder is entitled to
take part in the annual general meeting, to express
an opinion on items on the agenda, to table motions
and to demand information about company matters
if this is needed to properly judge an item on the
agenda.
Among other things, the annual general
meeting adopts resolutions on the exoneration of the
executive board and the supervisory board, the ap-
propriation of profits, capital measures and amend-
ments to the articles of association.
The representatives of the shareholders on
the supervisory board are elected by the annual
general meeting. The following applies to the election
of employee representatives on the supervisory
board: The articles of association of Porsche SE
provide for the appointment of employee representa-
tives to the supervisory board by the annual general
meeting, unless an agreement reached in accor-
dance with the German Act on Employee Involvement
in SEs (SEBG) provides for any other procedure for
the appointment of employee representatives to the
supervisory board. The latter is currently the case.
The agreement on the involvement of employees at
Porsche SE contains the provision that employee
representatives are directly appointed to office fol-
lowing their election by the Porsche SE works council.
Even if no such agreement had been made, the an-
nual general meeting would be bound by the nomina-
tions of the employees when electing employee
representatives.
Financial reporting and annual audit
The Porsche group’s financial reporting is
based on the International Accounting Standards
(IASs) and International Financial Reporting Stan-
dards (IFRSs) issued by the International Accounting
Standards Board (IASB) as adapted by the European
Union, and the additional requirements of German
commercial law pursuant to Sec. 315a (1) German
Commercial Code (HGB). The financial statements
of Porsche SE as parent company of the Porsche
group are based on the accounting provisions of
the German Commercial Code. Both sets of finan-
cial statements are audited by Ernst & Young GmbH
Wirtschaftsprüfungsgesellschaft as independent
auditor. In addition, the underlying facts of the
declaration of compliance in accordance with
Sec. 161 AktG are audited during the annual audit.
Risk management
The Porsche group has a group-wide risk
management system which helps management to
recognize major risks at an early stage, thus ena-
bling them to initiate countermeasures in good time.
The risk management system at the Porsche group is
continuously tested for efficiency and continually
optimized to reflect changed conditions. For details,
please refer to pages 84 ff. of this annual report.
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