Porsche 2012 Annual Report Download - page 21

Efficient work of the supervisory board committees
In the reporting period, the supervisory board set up a total of four committees, which effectively supported
or support the work of the whole supervisory board and enhance efficiency. These are, on the one hand,
permanent committees: the executive committee, the audit committee, and the nomination committee. In
the fiscal year 2012, there was also the integrated automotive group committee, a temporary committee set
up in the fiscal year 2011, which existed until 31 December 2012.
The committees prepare supervisory board resolutions as well as topics for discussion by the whole
supervisory board. Moreover, the decision-making authority of the supervisory board has been transferred
to individual committees to the extent permitted by law. This relates in particular to the integrated automo-
tive group committee.
Executive committee
The executive committee decides in urgent cases about transactions requiring the approval of the supervi-
sory board and about concluding, amending and canceling employment agreements of members of the
executive board as well as decisions on remuneration levels or their reduction. In addition, the executive
committee draws up a proposal for the individual amount of the variable remuneration for each completed
fiscal year, taking into account the respective business and earnings situation and based on the specific
performance of the individual member of the executive board. This proposal is submitted to the supervisory
board of Porsche SE for decision.
The executive committee comprises the chairman of the supervisory board, his deputy and a share-
holder representative and employee representative elected from the supervisory board. Besides supervi-
sory 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 six times in the fiscal year 2012, in each case immediately
before the supervisory board meetings. In addition to personnel matters pertaining to the executive board,
such as the appointment of Mr. von Hagen as a member of the executive board and the change to the
remuneration structure and its implementation, the respective agenda topics of the subsequent superviso-
ry board meetings were addressed. The full supervisory board was regularly informed of the work of the
executive committee.
It was not necessary to convene the mediation committee.
Audit committee
The audit committee provides the supervisory board with support for monitoring the company manage-
ment 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 independent 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 in the past fiscal year 2012.
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