Supervisory Board
| Recommendations of the German Corporate Governance Code (version dated June 6, 2008) |
yes |
no |
Additional Information |
Additional Links |
| Long-term planning for succession (Item 5.1.2) |
x |
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Supervisory Board and Executive Board are jointly responsible for long-term succession planning. |
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| Reappointment of members of the Executive Board (Item 5.1.2) |
x |
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The Supervisory Board arranges that only in special circumstances members of the Executive Board will be reappointed more than one year prior to the end of their term, their current appointment being terminated. |
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| Age limit for Executive Board members (Item 5.1.2) |
x |
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The Supervisory Board arranges that people who would reach their 65th birthday before the expiration of their intended term of office will not be appointed to the Executive Board. |
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| By-laws for the Supervisory Board (Item 5.1.3) |
x |
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By-laws for the Supervisory Board were adopted. |
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| Chairman of the Supervisory Board to chair committee that negotiates contracts with members of the Executive Board and prepares for the meetings of the Supervisory Board (Item 5.2) |
x |
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The Chairman of the Supervisory Board is also Chairman of the Presiding Committee. The Presiding Committee has amongst others the task to handle contracts with members of the Executive Board and to prepare the Supervisory Board meetings. |
Report of the Supervisory Board |
| Contact and consultations between Chairman of Supervisory Board and Executive Board (Item 5.2) |
x |
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The Supervisory Board maintains regular contact with the Executive Board, and especially with the latter Board’s Chairman, and consults with that Board the Company’s strategy, business performance and risk management. |
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| Informing the Supervisory Board (Item 5.2) |
x |
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If the Chairman of the Executive Board informs the Chairman of the Supervisory Board of important events that are of material significance for assessing the Company’s position and development, as well as for its management, the Chairman of the Supervisory Board informs the entire Supervisory Board, and if necessary convenes an extraordinary meeting of the Supervisory Board. |
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| Formation of committees (Item 5.3.1) |
x |
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The Supervisory Board has formed duly qualified committees; these serve to improve the efficiency of the Supervisory Board and to handle complex matters. The rules of procedure of the Supervisory Board envisage three committees: The Presiding Committee, the Audit and Finance Committee and the Compensation Committee. |
Report of the Supervisory Board |
| Formation of an Audit Committee (Item 5.3.2) |
x |
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The Supervisory Board has formed an Audit and Finance Committee to deal specifically with matters of accounting, risk management, the Compliance and the requisite independence of the independent auditor, engaging the independent auditor’s services, identifying points of emphasis for audits, and agreeing on fees. The Chairman of the Committee is duly qualified for applying accounting rules and internal control procedures. |
Report of the Supervisory Board |
Formation of Nomination committee
(Item 5.3.3) |
x |
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ProSiebenSat.1 Media AG takes the recommendation 5.3.3 of the Corporate Governance Codex into account by transferring the tasks of the Nomination Committee to the Presiding Committee. |
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| Nominations for the Supervisory Board (Item 5.4.1) |
x |
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The Supervisory Board arranges that only those persons are nominated for election to the Supervisory Board who have the knowledge, abilities and professional experience needed to perform their duties, and who are sufficiently independent. The Supervisory Board additionally arranges that such nominations also take account of both the Company’s international activities and potential conflicts of interest. |
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| Age limit for Supervisory Board Members (Item 5.4.1) |
x |
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The Supervisory Board has defined an age limit of 70 years. |
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Composition of the Supervisory Board
- independency
(Item 5.4.2) |
x |
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Under the Articles of Incorporation, no former Executive Board Member of the Company may become a Supervisory Board Member if two members of the Supervisory Board are already former members of the Executive Board. Furthermore, membership on the Supervisory Board is closed to any person who holds office in an executive body or performs consulting duties for major competitors of the Company. The terms of Sec. 100 (4) of the German Stock Corporation Act shall continue to apply. Thus an adequate number of independent members belongs to the Supervisory Board. |
Supervisory Board |
| Elections to the Supervisory Board (Item 5.4.3) |
x |
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The Company accomplishes the elections to the Supervisory Board on an individual basis. An application for the judicial appointment of a Supervisory Board member shall be limited in time up to the next Annual General Meeting. Proposed candidates for the Supervisory Board chair shall be announced to the shareholders. |
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| Change from Executive Board to the Supervisory Board (Item 5.4.4) |
x |
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No former member of the Executive Board belongs to the Supervisory Board. An intended change of a former member of the Executive Board into the Supervisory Board will be particularly justified to the Annual General Meeting. |
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Composition of the Supervisory Board
- further memberships in other Supervisory Boards
(Item 5.4.5) |
x |
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Under the Articles of Incorporation, membership on the Supervisory Board is closed to any person who sits on the Executive Board of a listed company and already holds positions on five Supervisory Boards of listed companies outside the Group. The terms of Sec. 100 (4) of the German Stock Corporation Act shall continue to apply. The Annual Report 2008 lists the positions held on Supervisory Boards and other oversight bodies as specified under Sec. 125 (1) sentence 3 of the German Stock Corporation Act. |
Positions held on Supervisory Boards |
| Compensation of the Supervisory Board (Item 5.4.7) |
x |
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The Articles of Incorporation acknowledge compensation of those Supervisory Board Members chairing and belonging to Supervisory Board committees. |
Articles of Incorporation |
| Fixed and performance-related components of Supervisory Board’s compensation (Item 5.4.7) |
|
x |
Under an amendment made to the Articles of Incorporation in a resolution of the
shareholders’ meeting on July 17, 2007, members of the Supervisory Board will no longer receive a performance-based component of their compensation, beginning with fiscal year 2007 (Item 5.4.7). The variable component of compensation will be replaced by a higher fixed compensation. The Company believes a fair fixed compensation is better suited to the function of the Supervisory Board, which is to provide oversight irrespective of profit to the Company. |
Articles of Incorporation |
| Reporting of Supervisory Board’s compensation (Item 5.4.7) |
x |
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In the Annual Report the compensation of the members of the Supervisory Board is reported individually and subdivided in components. |
Corporate Governance Report |
| Payments or advantages accorded to Supervisory Board for services rendered individually (Item 5.4.7) |
x |
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Any payments or advantages granted by the Company to members of the Supervisory Board for services rendered individually, especially advisory or agency services, are listed for each individual. No payments or advantages were granted in 2008, and therefore none are listed in the Annual Report. |
Corporate Governance Report |
| Participation in meetings (Item 5.4.8) |
x |
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If a member of the Supervisory Board took part in fewer than half the meetings of the Supervisory Board during a given fiscal year, this is noted in the report of the Supervisory Board. An appropriated note regarding the Supervisory Board members Johannes Huth, Thomas Krenz and Harry Sloan were included in the Annual Report 2008. |
Report of the Supervisory Board |
| Disclosure of conflicts of interest (Item 5.5.2) |
x |
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Each member of the Supervisory Board discloses to the Supervisory Board conflicts of interest, especially those that may result from performing a consulting function or holding a position on an executive body for clients, suppliers, creditors or other business partners. |
Report of the Supervisory
Board |
| Notification of conflicts of interest in the report to the Annual General Meeting (Item 5.5.3) |
x |
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In its report to the Annual Meeting of the shareholders, the Supervisory Board provides information on any conflicts of interest that have arisen, and how they were handled. Material conflicts of interest of a Board member that are not merely temporary shall result in the termination of that member’s term of office. |
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| Regular review of efficiency of activities (Item 5.6) |
x |
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The Supervisory Board regularly revises its efficiency. The last meeting in which the Supervisory Board discussed its efficiency took place in March 2009. |
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