Executive Board
Recommendations of the German Corporate Governance Code (version dated June 6, 2008)
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yes
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no
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Additional Information
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Links |
Composition of the Executive Board and allocation of responsibilities (Item 4.2.1)
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x |
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Rules of procedure regulate the allocation of areas of responsibility and the cooperation in the Executive Board. |
Executive Board |
Resolve and review of compensation system including the main contract elements (Item 4.2.2)
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x |
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The Supervisory Board resolves and regularly reviews the Executive Board compensation system including the main contract elements. |
Corporate Governance Report |
Compensation of members of the Executive Board (Item 4.2.3)
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x |
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The monetary compensation is divided into fixed and variable components.
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| Implementation of stock option plan (Item 4.2.3) |
x |
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Following approval by the Annual General Meeting on May 13, 2005, the Company adopted a stock option plan with a long-term incentive effect (Long-term Incentive Plan) for members of the Executive Board and other management for the first time. The Long-term Incentive Plan has been renewed in 2008. The details of the Executive Board’s participation in the Long-term Incentive Plan are to be decided at the discretion of the Supervisory Board. Stock options are related to demanding, relevant comparison parameters. Changes of such performance targets or the comparison parameters at a later date are excluded. For extraordinary events a limitation (CAP) in the stock option plan is defined. |
Stock option plan |
| Comparison parameters of the stock option plan (Item 4.2.3) |
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x |
The stock option plan first approved at the Annual General Meeting in May 2005, as part of the authorization to acquire treasury stock, and most recently renewed by
resolution of the meeting of July 2007, provides only for incentive targets relating to the trading price of the Company’s stock. Additional comparison parameters relating
to corporate key figures (Item 4.2.3) were not included, since due to the particular conditions
of advertising markets no comparable companies can be identified. |
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| Reporting of compensation system at Annual General Meeting (Item 4.2.3) |
x |
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At the Annual General Meeting 2008, the key points of the compensation system including changes have been outlined. |
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Reporting of individualized figures for Executive Board compensation (Item 4.2.4)
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x |
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A resolution by the Annual General Meeting of August 2006 released the Company for five years from the
obligation to disclose the individual compensation of Executive Board Members
under the Executive Board Compensation Disclosure Act of August 3, 2005. Nevertheless, the Executive Board and the Supervisory Board have decided upon voluntary disclosure. The Corporate Governance Report for 2008 which is a part of the Annual Report 2008 contains individualized information about reimbursement of the board members. |
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Reporting of Executive Board compensation in the Notes and the Financial Statements of the Annual Report (Item 4.2.5)
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x |
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The Corporate Governance Report in the Annual Report 2008 contains voluntary, individualized disclosure of the reimbursement of the management.
The main features of the reimbursement of Executive Board and Supervisory Board as well as the stock option plan are published in the Notes of the Annual Report. |
Report on the Executive Board compensation |
Disclosure of conflicts of interest to Supervisory Board (Item 4.3.4)
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x |
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Every member of the Executive Board immediately discloses to the Supervisory Board any conflict of interest that might interfere with the pursuit of the Company’s best interest, and informs the other Executive Board members. |
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Supervisory Board’s approval for important transactions (Item 4.3.4)
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x |
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In any transactions between the Company and a Executive Board Member, the Company is represented by the Supervisory Board, in compliance with the law. Furthermore, the Supervisory Board has laid out in by-laws those important transactions that can be undertaken only with its consent, regardless of who the Company’s contracting partners may be (e.g. acquisition and sale of companies or equity interests in companies, acquisition of programming licenses for values above a certain limit).
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Supervisory Board’s approval of sideline activities by the Executive Board (Item 4.3.5)
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x |
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Members of the Executive Board may undertake sideline activities - notably appointments to Supervisory Boards outside the present Group - only with the consent of the Supervisory Board. The Supervisory Board will refuse its consent only when there is good reason to believe that the intended additional activity may adversely affect the pursuit of the Company’s best interest.
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