Topics: Management, Corporate governance, Board of directors Pages: 9 (2646 words) Published: May 31, 2013

Corporate governance report

The executive board informs the supervisory board regularly, without delay and comprehensively about the planning, business development and

Responsible, transparent and efficient corporate governance is an integral part of Porsche Automobil Holding SE’s corporate culture.

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 executive board’s rules of procedure may only be

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/.

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 business divisions as well as transactions with holders of ordinary shares or supervisory board members of Porsche SE.

Corporate statutes of Porsche Automobil Holding SE The main legal basis for the corporate statutes of Porsche SE is formed by the European SE provisions and the German SE Implementation Act as well as the German Stock Corporations Act (AktG). The differences this leads to compared to the statutes 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 company statutes of Porsche SE. In accordance with the provisions of the German 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 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 efficient risk management system. The activity of the executive board is regulated in more detail in the rules of procedure issued by the supervisory board. executive board on all questions relating to compliance, 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. 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 interest. 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.


Monitoring of management by the supervisory board The supervisory board appoints the members of the executive board, and also advises and monitors the executive board in their managerial activities. The structure already ensures the fundamental 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 competencies of the two bodies are strictly segregated. The supervisory board is composed of twelve members. The size and composition of the supervisory...
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