Porsche 2011 Annual Report Download - page 15

Efficient work of the supervisory board committees
The supervisory board has set up a total of 5 committees to support the work of the whole supervi-
sory board and enhance efficiency. On the one hand, the committees comprise the executive committee, the
audit committee and the nomination committee as permanent committees. On the other hand, in the fiscal
year 2011 the supervisory board established temporary committees, namely the capital increase committee
which was dissolved on 30 August 2011, as well as the merger committee which, following the termination of
the merger preparations, has been renamed in "committee integrated automotive group" and the competen-
cies of which have been expanded.
The committees prepare resolutions of the supervisory board as well as topics to be discussed in the
plenum. In addition, within a scope legally permissible, certain decision rights of the supervisory board were
transferred to the capital increase committee as well as to the merger committee which, following the termi-
nation of the merger preparations, is being continued as "committee integrated automotive group".
Executive committee
The executive committee decides in urgent cases about transactions requiring the approval of the
supervisory board and about concluding, amending and cancelling employment agreements of the executive
board members as well as decisions on remuneration levels and their reduction.
The executive board comprises the chairman of the supervisory board, his deputy, a shareholder rep-
resentative and an employee representative both elected from the supervisory board. Besides supervisory
board chairman Dr. Wolfgang Porsche and his deputy Mr. Uwe Hück, the members of the executive committee
are Dr. Hans Michel Piëch as shareholder representative and Mr. Bernd Osterloh as employee representative.
The executive committee met four times in the fiscal year 2011, namely in each case immediately prior to the
ordinary supervisory board meetings. In these meetings the respective agenda items of the subsequent su-
pervisory board meetings were discussed.
It was not necessary to convene the mediation committee. The full supervisory board was regularly
informed of the work of the executive committee.
Audit committee
The audit committee provides the supervisory board with support for monitoring the company man-
agement with special focus on the accounting process, the effectiveness of the systems of internal control,
compliance, risk management and the internal audit function and the audit of the financial statements.
The audit committee has four members, Prof. Dr. Ulrich Lehner (chairman) and Messrs. Uwe Hück,
Bernd Osterloh and Dr. Ferdinand Oliver Porsche. It held four meetings and reported to the full supervisory
board regularly on its work.
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