Porsche 2011 Annual Report Download - page 32

Supplementary disclosures
in accordance with the
German Corporate Governance Code
Remuneration of the executive board
General principles
Notwithstanding the deconsolidation for the
purpose of group reporting in accordance with IFRSs
in the fiscal year 2009/10, Porsche Zwischenholding
GmbH, Stuttgart (and thus also Dr. Ing. h.c. F.
Porsche Aktiengesellschaft (“Porsche AG”)) as well as
Volkswagen Aktiengesellschaft, Wolfsburg, (“Volks-
wagen AG”) were group entities of Porsche SE as
defined by Sec. 18 German Stock Corporations Act
(AktG) in the fiscal year 2011. Therefore, the total
remuneration required to be published according to
the German Corporate Governance Code for Porsche
SE’s executive board members also includes any
remuneration that these members of the executive
board received on account of their service on the
boards of the group entities Porsche AG and/or
Volkswagen AG as well as of their subsidiaries.
Prof. Dr. Martin Winterkorn and Hans Dieter
Pötsch are also members of the board of manage-
ment of Volkswagen AG, while Thomas Edig and
Matthias Müller are also members of the executive
board of Porsche AG, the subsidiary of Porsche Zwi-
schenholding GmbH.
The total remuneration of the members of
Porsche SE’s executive board for fiscal 2011 pre-
sented below therefore includes not only remuneration
for their service as a member of Porsche SE’s execu-
tive board, but for Thomas Edig and Matthias Müller
additionally remuneration for their service on the
executive boards of the Porsche Zwischenholding
GmbH group (Porsche Zwischenholding GmbH and its
subsidiaries) for fiscal 2011 and for Prof. Dr. Martin
Winterkorn and Hans Dieter Pötsch additionally remu-
neration for the their service on the executive board
of the Volkswagen group (Volkswagen AG and its
subsidiaries) and their service on the supervisory
board of Porsche AG in the fiscal year 2011.
Remuneration principles at Volkswagen AG
The remuneration of the executive board
members Prof. Dr. Martin Winterkorn and Hans Dieter
Pötsch for their service to the Volkswagen group and
obtained from the Volkswagen group comprises a
fixed basic salary, including other benefits in kind, and
a variable component based on the business devel-
opment of the previous two years. No remuneration
was granted from conversion rights under the stock
option plan in effect until the end of 2009.
Instead, the supervisory board of Volkswagen
AG decided to introduce a long-term incentive (LTI) as
a new variable component for the board of manage-
ment and management of the Volkswagen group, the
amount of which is largely dependent on whether the
aims of the Strategy 2018 are met.
The underlying indices of customer satisfac-
tion, in the field of employer appeal and sales growth
are added and then multiplied by the return index
derived from the development of return on sales. The
LTI is consequently paid out only if the group is finan-
cially successful. The supervisory board determines
the amount of the LTI for each fiscal year on the basis
of the total index’s four-year average. In the introduc-
tory phase, the LTI was calculated and paid out for
the first time in 2011 for the 2010 fiscal year and
forecasts for the 2011 fiscal year. This process will
successively be applied in the years 2012 and 2013.
Calculations will be based on historical figures for
four fiscal years for the first time as of the 2014
fiscal year.
CORPORATE GOVERNANCE REPORT32