Porsche 2011 Annual Report Download - page 18

The committee held two meetings in the fiscal year 2011. At its first meeting on 25 November 2011
the committee integrated automotive group has been informed about the ongoing investigation of alternatives
to the measures provided for in the basic agreement regarding the creation of the integrated automotive
group.
At the second meeting of the committee integrated automotive group which took place on
16 December 2011 the executive board again reported on the status of the investigations regarding alterna-
tives to the measures set forth in the basic agreement.
Corporate governance
The supervisory board and executive board have repeatedly and intensively discussed the recom-
mendations and suggestions of the German Corporate Governance Code, submitted the declaration of com-
pliance in accordance with Sec. 161 AktG in October 2011 and made it permanently accessible to sharehold-
ers on the website www.porsche-se.com. The current declaration of compliance is published in full in the
corporate governance report as part of the 2011 annual report. The supervisory board reviewed the effi-
ciency of its activities as part of its self-assessment.
Due to the influence of individual members of the supervisory board of Porsche SE on ordinary share-
holders of Porsche SE or the dual mandates of individual supervisory board members in the supervisory
boards of Porsche SE and Volkswagen AG, interest of conflict of such supervisory board members may arise.
Against this background, in the course of the implementation of the resolution of the annual general
meeting of Porsche SE dated 30 November 2010 regarding the capital increase a capital increase committee
has been established. With regard to four of the six members of the committee conflicts of interest are ex-
cluded as a matter of structure. This selection of the members of the committee was aimed at further reduc-
ing the results of potential conflicts of interest with regard to the committee chairman Dr. Wolfgang Porsche
and the committee member Dr. Hans Michael Piëch.
To the extent that concrete conflicts of interests existed such conflict of interest was disclosed to the
committee deciding on the matter or to the plenum of the supervisory board. In the fiscal year 2011 this was
the case regarding resolutions of the capital increase committee on the determination of the subscription
price span and the determination of the specific description price for all newly issued shares of Porsche SE.
The individuals subject to the interests of conflict, Dr. Wolfgang Porsche and Dr. Hans Michael Piëch, have
participated in such resolutions. While doing so, they have been exclusively guided by the interest of
Porsche SE.
The four members of the supervisory board Dr. Wolfgang Porsche, Dr. Ferdinand Oliver Porsche, Prof.
Dr. Ferdinand K. Piëch and Dr. Hans Michael Piëch, who exert a controlling influence on the five immediate
family ordinary shareholders of Porsche SE, have abstained from voting with regard to the circular resolution
regarding the amendment of the capital increase commitment agreed among Porsche SE and the five imme-
diate family ordinary shareholders of Porsche SE.
REPORT OF THE SUPERVISORY BOARD18