The Executive Board has abstained from making public all documents on the company’s internet site (Item 2.3.1) which were available on the occasion of the ordinary General Meeting of the Company in August 2006. Due to the volume of the documents and reports which had to be made available in connection with the various company agreements with affiliated companies, only the invitation to the General Meeting and the business report, incl. the documents related to the annual statement, have also been published on the Company‘s internet site.
The Executive Board of the Company has not appointed a proxy to exercise the shareholders’ voting rights as directed (Item 2.3.3). There is no need for such a proxy at present because of the current shareholder structure and the small number of voting shareholders.
The D&O insurance policies the company has taken out for the Executive Board and the Supervisory Board do not provide for a deduction (Item 3.8), since agreeing to a deductible would not materially reduce the insurance premiums. Furthermore, by virtue of their offices, the Executive Board and the Supervisory Board are already acting responsibly and in the company’s best interest. They do not regard a deductible as an effective way of enhancing board members’ motivation or sense of responsibility.
The company has decided not to publish the compensation of the members of the Executive Board in an individualized manner (so far Item 4.2.4 in the version of the Corporate Governance Code dated June 2, 2005). By resolution of the General Meeting of the Company of August 2006, the Company has been exempt for a period of five years from the statutory obligation to publish the compensation of the members of the Executive Board in an individualized manner introduced by the Act on Disclosure of Executive Compensation of August 3, 2005.
No age limit has been set for members of the Supervisory Board (Item 5.4.1.) because the Company wishes to continue to benefit from the expertise of experienced Supervisory Board members.
The stock option plan as approved for the first time by the ordinary General Meeting in May 2005 as part of the authorization for the acquisition of treasury stock and renewed by the ordinary General Meeting in August 2006 provides only for incentive targets relating to the stock trading price of the Company. Additional comparison parameters relating to company key figures (Item 4.2.3.) have not been included since comparable domestic or foreign companies do currently not exist due to the specific conditions of the German TV-advertising market.
