Porsche 2012 Annual Report Download - page 71

Supplementary disclosures in accordance
with the German Corporate Governance
Code
Remuneration of the executive board
General principles
In the fiscal year 2012, Porsche Holding Stuttgart
GmbH, Stuttgart, (formerly: Porsche Zweite
Zwischenholding GmbH, Stuttgart, and before that
Porsche Sechste Vermögensverwaltung GmbH,
Stuttgart, into which Porsche Zwischenholding
GmbH, Stuttgart, was merged) and therefore also
Porsche AG as well as Volkswagen AG continued
to be – irrespective of their classification in the
consolidated financial statements of Porsche SE,
which are prepared in accordance with Internation-
al Financial Reporting Standards (IFRSs) – group
companies of Porsche SE as defined by Sec. 18
AktG due to the existing majority of voting rights.
With economic effect as of 1 August 2012,
Porsche SE contributed its entire holding business
operations and in particular its investment in Por-
sche Holding Stuttgart GmbH to Volkswagen AG,
which now holds all shares in Porsche Holding
Stuttgart GmbH and therefore also indirectly holds
all of shares in Porsche AG. The Porsche Holding
Stuttgart GmbH group (Porsche Holding Stuttgart
GmbH and its subsidiaries) has therefore been part
of the Volkswagen group since 1 August 2012.
Porsche SE continues to indirectly hold shares in
Porsche Holding Stuttgart GmbH via its investment
in Volkswagen AG, which means that, after the
implementation of the integrated automotive group
through the contribution, this company and its
subsidiaries remain a group company of Porsche
SE as defined by Sec. 18 AktG.
However, neither the Porsche Holding Stuttgart
GmbH group nor the Volkswagen group
(Volkswagen AG and its subsidiaries) are group
companies of Porsche SE within the meaning of
IFRSs.
Therefore, the total remuneration for Porsche
SE’s executive board members that is required to
be published according to the German Corporate
Governance Code also includes any remuneration
that these members of the executive board received
during the period of their membership of the execu-
tive board of the company due to their service on
the boards of the group entities Porsche AG and/or
Volkswagen AG as well as for holding other offices
in the Porsche Holding Stuttgart GmbH group and,
if applicable, elsewhere in the Volkswagen group.
Prof. Dr. Winterkorn and Mr. Pötsch are mem-
bers of the board of management of Volkswagen
AG as well as members of various bodies in the
Volkswagen group and in the Porsche Holding
Stuttgart GmbH group. Messrs. Müller and Edig are
members of the management of Porsche Holding
Stuttgart GmbH, members of the executive board of
Porsche AG, as well as members of various bodies
within the Porsche Holding Stuttgart GmbH group.
While Mr. Müller was a member of the executive
board of Porsche SE throughout the entire fiscal
year 2012, Mr. Edig left the executive board of the
company as of the end of the day on 29 February
2012. However, his membership of the management
of Porsche Holding Stuttgart GmbH and of the
executive board of Porsche AG continues un-
changed. Mr. von Hagen, who has been a member
of the executive board of Porsche SE since 1 March
2012, does not hold any other positions on execu-
tive boards or supervisory boards in addition to his
position on the company’s executive board.
For Mr. Müller, therefore, the total remuneration
of the members of Porsche SE’s executive board
for the fiscal year 2012 presented below includes
remuneration for serving on the executive board of
Porsche AG in addition to the remuneration for his
office on the executive board of the company. He
received no remuneration for holding other offices
in the Porsche Holding Stuttgart GmbH group for
the fiscal year 2012. Mr. Edig’s remuneration for
serving on the executive board of Porsche AG is
taken into account until his departure from the
executive board of Porsche SE effective as of
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