Porsche 2010 Annual Report Download - page 26

Corporate governance report
“The Supervisory Board shall specify con-
crete objectives regarding its composition which,
whilst considering the specifics of the enterprise,
take into account the international activities of the
enterprise, potential conflicts of interest, an age limit
to be specified for the members of the Supervisory
Board and diversity. These concrete objectives shall,
in particular, stipulate an appropriate degree of fema-
le representation.
Recommendations by the Supervisory Board
to the competent election bodies shall take these
objectives into account. The concrete objectives of
the Supervisory Board and the status of the imple-
mentation shall be published in the Corporate Gover-
nance Report.” (No. 5.4.1 (2) and (3) of the German
Corporate Governance Code as amended on 26 May
2010)
The supervisory board welcomes the inten-
tion of the code to define rules for the composition of
supervisory boards and is committed to this goal.
However, in light of the intended merger with Volks-
wagen AG and the fact that, at present, no new elec-
tions of shareholder representatives to the supervi-
sory board are planned prior to the merger, the speci-
fication of concrete goals would not be appropriate at
the current point in time.
“Beyond the statutory obligation to report
and disclose dealings in shares of the company with-
out delay, the ownership of shares in the company or
related financial instruments by Management Board
and Supervisory Board members shall be reported if
these directly or indirectly exceed 1% of the shares
issued by the company. If the entire holdings of all
members of the Management Board and Supervisory
Board exceed 1% of the shares issued by the compa-
ny, these shall be reported separately according to
Management Board and Supervisory Board. The afo-
resaid disclosures shall be included in the Corporate
Governance Report.” (No. 6.6 German Corporate
Governance Code)
Porsche Automobil Holding SE publishes vot-
ing rights notifications by our shareholders in accor-
dance with the German Securities Trading Act (WpHG)
as required by this law. Notifications concerning the
purchase and sale of Porsche preference shares by
members of the executive board and supervisory
board in accordance with Sec. 15a WpHG are publis-
hed insofar as this is required by Sec. 15a WpHG. The
shares in the company and related financial instru-
ments held by members of the company’s governing
bodies have not been published in the past and will
not be published in future as we believe complete
compliance by us with statutory publishing require-
ments provides the capital markets and our sharehol-
ders in particular with sufficient information.
Corporate Governance in the
Volkswagen subgroup
Volkswagen AG
In their declaration of compliance with the
German Corporate Governance Code as of
20 November 2009, the board of management and
supervisory board of Volkswagen AG disclosed that, in
the period from 21 November 2008 to 5 August
2009, the recommendations of the code as of 6 June
2008 had been complied with, with the exception of
No. 4.2.3. (4) and (5) (severance payment cap), and
that the recommendation of the code published on
5 August 2009 in the new version of 18 June 2009
had been complied with, with the exception of No. 3.8
(2) (deductible in D&O insurance), No. 4.2.3 (2) sen-
tences 2 and 3 (comparison parameters for variable
compensation) and No. 4.2.3 (3) and (4) (severance
payment cap).
The board of management and supervisory
board of Volkswagen AG also declared that the rec-
ommendations of the code as of 18 June 2009 were
complied with in full, with the exception of No. 3.8 (2)
(deductible in D&O insurance), No. 4.2.3 (2) sen-
tences 2 and 3 (comparison parameters for variable
compensation) and No. 4.2.3 (3) and (4) (severance
payment cap). In future, it is intended to comply with
these recommendations, and with No. 3.8 (2) from
1 January 2010. The declaration of compliance can
be found on the web page www.volkswagenag.com/ ir,
under the header Corporate Governance, and the
menu item declaration of compliance.
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