Executive Board
Recommendations of the German Corporate Governance Code (version dated June 18, 2009)
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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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The Executive Board consist of several members and has a Chairman. Rules of procedure govern the Executive Board’s tasks, especially the responsibilities allocated to separate Board members, tasks reserved for the Board as whole and the voting majority rules applicable to Board resolutions. |
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 for the first time adopted a stock option plan with a long-term incentive effect (Long-term Incentive Plan) for members of the Executive Board and other management. The Long-term Incentive Plan has been renewed in 2009. The details of the Executive Board’s participation in the Long-term Incentive Plan are at the discretion of the Supervisory Board. Stock options are related to challenging, relevant comparison parameters and taken into account both positive and negative developments. Changes of such performance targets or the comparison parameters at a later date are excluded. A cap is included to limit the effects of extraordinary events. |
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 authorisation to acquire treasury stock, and most recently renewed by resolution of the Annual General Meeting of June 2009, provides only for incentive targets relating to the trading price of the Company’s stock. Additional comparison parameters relating to corporate key figures were not included, since due to the particular conditions
of advertising markets no comparable companies can be identified. |
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| Inclusion of severeance pay cap (Item 4.2.3) |
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The contracts of the Company’s Executive Board do not include a “severance pay cap” because the Supervisory Board regards such a severance cap as counterproductive in this context. Normally, an Executive Board member’s contract can be terminated prematurely without serious cause only by mutual consent. Even if the Supervisory Board were to insist on inclusion of a severance pay cap during Executive Board member’s contract closing or extension negotiations, this would not preclude the possibility that the severance pay cap would be subject to negotiations if the member leaves the Company prematurely. Moreover, in the case of Executive Board contracts with such a severance pay cap and remaining terms of more than two years, it would be significantly more difficult to reach agreement on an early termination, because in these cases complying with the severance pay cap would commonly be more disadvantageous to the Executive Board member concerned than it would be to simply insist on upholding the contract, with the compensation that would then continue to be paid. |
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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 2009, the Chairman of the Supervisory Board outlined the main features of the compensation system including changes. |
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Disclosure of individualized figures for Executive Board compensation (Item 4.2.5)
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x |
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A resolution by the Annual General Meeting of August 2006 released the Company for a period of 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 disclosures are part the Report on Executive Board compensation, which is part of the Corporate Governance Report and also includes a general explanation of the reimbursement method for Executive Board members. The basic principles of the compensation of the Executive Board and Supervisory Board and the structure of the stock option plan can be found in the Notes to the Financial Statements. The report on the Executive Board compensation also includes information on the nature of fringe benefits provided by the company. |
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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The Supervisory Board has defined 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 exceeding a certain threshold). |
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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 current Group - only with 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 interests. |
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