Porsche 2012 Annual Report Download - page 23

Corporate governance
The supervisory board and executive board have repeatedly and intensively discussed the recommenda-
tions and suggestions of the German Corporate Governance Code, submitted the declaration of compli-
ance in accordance with Sec. 161 AktG in October 2012 and made it permanently accessible to sharehold-
ers on the website www.porsche-se.com. The current declaration of compliance is reproduced in full in the
Corporate Governance Report published together with the declaration of compliance on the company’s
website. The supervisory board reviewed the efficiency 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 fact that individual supervisory board members are also members of the su-
pervisory boards of Porsche SE and Volkswagen AG or Dr. Ing. h.c. F. Porsche Aktiengesellschaft, conflicts
of interest can arise for these supervisory board members in individual cases.
This was a key consideration in the setting up of the integrated automotive group committee to pre-
pare and implement the concept for the accelerated creation of the integrated automotive group by way of
contributing Porsche’s operating business to Volkswagen AG. The integrated automotive group committee
was staffed with four of six members for whom the possible conflicts of interests described above were
precluded. The aim here was to further limit the effects of possible conflicts of interest for Dr. Wolfgang
Porsche and committee member Dr. Hans Michel Piëch. Both abstained in the votes of the supervisory
board of Volkswagen AG in connection with the creation of the integrated automotive group nor did they
belong to the integrated automotive group committee of the supervisory board of Volkswagen AG, which
was also set up to prepare and implement the concept for creating the integrated automotive group.
If there were specific conflicts of interest or if there were fears of such arising, the respective conflict of
interest was disclosed to the supervisory board. In the past fiscal year, this pertained to the supervisory
board’s resolution approving the establishment of a GmbH as a preparatory measure for the accelerated
creation of the integrated automotive group by way of contributing Porsche’s operating business to
Volkswagen AG. Messrs. Peter Mosch and Bernd Osterloh did not take part in these votes. The other
members of the supervisory board, who are also members of the supervisory board of Volkswagen AG, i.e.,
Dr. Wolfgang Porsche, Prof. Dr. Ferdinand K. Piëch, Dr. Hans Michel Piëch and Dr. Ferdinand Oliver Por-
sche, participated in the votes on the establishment of a GmbH.
In the resolution on the voting behavior of Porsche Zwischenholding GmbH at the annual general meet-
ing of Dr. Ing. h.c. F. Porsche Aktiengesellschaft regarding the individual exoneration of members of the
supervisory board for the fiscal 2011, all the shareholder representatives voting individually on this resolu-
tion, who are also members of the supervisory board of Dr. Ing. h.c. F. Porsche Aktiengesellschaft, i.e.,
Dr. Wolfgang Porsche, Prof. Dr. Ferdinand K. Piëch, Dr. Hans Michel Piëch and Dr. Ferdinand Oliver
Porsche, abstained in the resolution on the voting regarding their own exoneration.
In the resolution by circularization on the voting of the company at the annual general meeting of
Volkswagen AG regarding the individual exoneration of members of the supervisory board for the fiscal
2011, all the shareholder representatives voting individually on this resolution, who are also members of the
supervisory board of Volkswagen AG, i.e., Dr. Wolfgang Porsche, Prof. Dr. Ferdinand K. Piëch, Dr. Hans
Michel Piëch and Dr. Ferdinand Oliver Porsche, abstained in the resolution on the voting regarding their
own exoneration.
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