Porsche 2012 Annual Report Download - page 28

Responsible, transparent and efficient corporate
governance is an integral part of Porsche Automobil
Holding SE’s corporate culture.
Declaration of compliance required by
Sec. 289a German Commercial Code (HGB)
You can find the declaration of compliance required
by Sec. 289a German Commercial Code (HGB) on
our website at www.porsche-se.com/pho/en/
investorrelations/declaration/.
Corporate statutes of
Porsche Automobil Holding SE
The main legal basis for the corporate statutes of
Porsche SE is formed by the European SE provi-
sions and the German SE Implementation Act as
well as the German Stock Corporations Act (AktG).
The differences this leads to compared to the stat-
utes of a stock corporation mainly pertain to the
formation and composition of the supervisory
board. The dual management system with a strict
separation of executive board and supervisory
board, the principle of parity co-determination in the
supervisory board, as well as the co-administration
and control rights of the shareholders in the annual
general meeting are also parts of the current com-
pany statutes of Porsche SE.
Corporate management by the executive board
The executive board has sole responsibility for the
management of Porsche SE and the Porsche
group and represents the company in transactions
with third parties. Its main tasks pertain to the
strategy and management of the company as well
as the implementation and monitoring of an effi-
cient risk management system. The activity of the
executive board is regulated in more detail in the
rules of procedure issued by the supervisory
board.
The executive board informs the supervisory
board regularly, without delay and comprehensive-
ly about the planning, business development and
the risk management of the company and consults
with the supervisory board on the strategy of the
company. Certain transactions stipulated in the
articles of association of Porsche SE and the ex-
ecutive board’s rules of procedure may only be
carried out by the executive board subject to the
prior approval of the supervisory board. These
include the acquisition and sale of companies of a
certain size, the establishment and closure of
plants, the introduction or discontinuation of busi-
ness divisions as well as transactions with holders
of ordinary shares or supervisory board members
of Porsche SE.
124 To our shareholders