Porsche 2012 Annual Report Download - page 29

Corporate governance takes into consideration
conflicts of interest that can arise from membership
of two executive boards (at Porsche SE on the one
hand, and at Volkswagen AG or Porsche AG on the
other) and addresses these in the company’s inter-
est. For example, members of the executive board
who are also members of the Volkswagen AG
board of management do not participate in any
resolutions concerning issues relating to
Volkswagen AG.
In accordance with the provisions of the Ger-
man Corporate Governance Code, the executive
board ensures compliance with legal provisions
and internal policies, and works toward ensuring
they are taken into account. The task of Porsche
SE’s Chief Compliance Officer is to advise the
executive board on all questions relating to compli-
ance, to introduce preventive measures, manage
these and monitor compliance with regulations.
Compliance activities are based on a strategy
aimed at prevention. The Chief Compliance Officer
of Porsche SE reports directly to the chairman of
the executive board.
Monitoring of management
by the supervisory board
The supervisory board appoints the members of
the executive board, and also advises and moni-
tors the executive board in their managerial activi-
ties. The structure already ensures the fundamen-
tal independence of the supervisory board in its
control of the executive board since a member of
the supervisory board may not at the same time
belong to the executive board and the competen-
cies of the two bodies are strictly segregated.
The supervisory board is composed of twelve
members. The size and composition of the super-
visory board are governed by the European SE
provisions. These are supplemented by the co-
determination agreement entered into with repre-
sentatives of the European Porsche employees.
This defines the competencies of the employees in
the works council of Porsche SE, the procedure for
the election of the Porsche SE works council and
the representation of the employees in the Porsche
SE supervisory board as well as the relevant rul-
ings in the articles of association. Shareholder and
employee representatives are equally represented
on the supervisory board of Porsche SE, following
the basic principles of German co-determination
law. None of the current members of the supervi-
sory board is a former member of the executive
board of Porsche SE or Porsche AG. The supervi-
sory board is of the opinion that it has a sufficient
number of independent members.
The supervisory board takes its decisions with a
simple majority of votes cast by the participating
supervisory board members. In the event of a tie,
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