Porsche 2010 Annual Report Download - page 28

Corporate governance report
Remuneration report
(Part of the management report)
The remuneration report describes the re-
muneration system for members of the executive
board and supervisory board of Porsche Automobil
Holding SE, Stuttgart, (“Porsche SE” or “the com-
pany”) and explains the basic structure, composition
and the individualized amount of income. In addition,
the report includes disclosures on other benefits
promised to members of the executive board in the
event of termination of their office.
Remuneration of the executive board
General principles
At the end of the short fiscal year 2010, the
members of Porsche SE’s executive board were Prof.
Dr. Martin Winterkorn (CEO), Thomas Edig (commerci-
al and administrative issues), Hans Dieter Pötsch
(finance and controlling), and Matthias Müller (general
technical product issues).
Dr. Michael Macht, who was still a member of
the executive board of Porsche SE at the end of the
preceding fiscal year, stepped down from the execu-
tive board effective as of 30 September 2010. His
successor, Matthias Müller, took up his appointment
on the executive board of Porsche SE effective as of
13 October 2010.
Besides their membership of the executive
board of Porsche SE, the board members are also
members of the board of management of Volkswagen
Aktiengesellschaft, Wolfsburg, (“Volkswagen AG”) or
the executive board of Dr. Ing. h.c. F. Porsche Akti-
engesellschaft, Stuttgart (“Porsche AG”). Prof. Dr.
Martin Winterkorn and Hans Dieter Pötsch are also
members of the board of management of Volkswagen
AG, while Thomas Edig and Matthias Müller are also
members of the executive board of Porsche AG, the
subsidiary of Porsche Zwischenholding GmbH.
Dr. Michael Macht stepped down from the
executive board of Porsche AG effective as of
30 September 2010. His successor, Matthias Müller,
was appointed as the new CEO of Porsche AG by
Porsche AG’s supervisory board effective as of
1 October 2010.
Remuneration of the executive board in the
short fiscal year 2010
Remuneration principles at Porsche SE
At regular intervals the supervisory board ta-
kes 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 prior fiscal year 2009/ 10,
Porsche SE’s supervisory board decided to exten-
sively revise the remuneration system for members of
the company’s executive board in order to reflect the
measures implemented in accordance with the basic
agreement as well as the company’s new role.
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.
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
remuneration system or to make special payments or
pay out bonuses subsequently to members of the
executive 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
deductible provided by Sec. 93 (2) German Stock
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