Supervisory Board
| Recommendations of the German Corporate Governance Code (version dated June 6, 2008) |
yes |
no |
Additional Information |
Additional Links |
| Ensuring diversity (Item 5.1.2) |
x |
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The Supervisory Board takes into account matters of diversity in establishing the composition of the Executive Board. |
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| 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, under simultaneous termination of their current appointment. |
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| Age limit for Executive Board members (Item 5.1.2) |
x |
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No age limit has been set for Executive Board members. The Supervisory Board believes that a rigid age limit is not an appropriate criterion in evaluating an individual’s fitness to serve on the Company’s Executive Board. Therefore in such evaluation the Supervisory Board takes age into account only as one of several factors. |
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| Rules of Procedure for the Supervisory Board (Item 5.1.3) |
x |
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The Supervisory Board has issued Rules of Procedure. |
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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 deal with 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 established 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 has specialist knowledge and experience in the application of accounting principles and internal control processes, is independent and not a former member of the Executive Board of the Company. |
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, age limit and diversity. |
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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. The Supervisory Board includes what it considers an adequate number of independent members. |
Supervisory Board |
| Elections to the Supervisory Board (Item 5.4.3) |
x |
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Elections to the Supervisory Board are made on an individual basis. An application for the judicial appointment of a Supervisory Board member is limited in time up to the next Annual General Meeting. Proposed candidates for the Supervisory Board chair are 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 member of the Supervisory Board is a former member of the Executive Board. An intended move of a former member of the Executive Board into the Supervisory Board within 2 years after the end of its appointment constitutes an exception which will be 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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No member of the Supervisory Board of ProSiebenSat.1 Media AG that is also a member of the Executive Board of a listed company has more than 3 Supervisory Board mandates in non-group listed companies. The terms of Sec. 100 (4) of the German Stock Corporation Act shall continue to apply |
Positions held on Supervisory Boards |
| Compensation of the Supervisory Board (Item 5.4.7) |
x |
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Exercise of the Chairman and vice-Chairman positions as well as chair and membership in Supervisory Board committees are considered in the compensation of the members of the Supervisory Board. |
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. 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 the performance of the Company. |
Articles of Incorporation |
| Reporting of Supervisory Board’s compensation (Item 5.4.7) |
x |
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Compensation of the members of the Supervisory Board is reported individually and by components in the Corporate Governance Report which is part of the Annual Report. |
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 in the Corporate Governance Report. No payments or advantages were granted in 2009, 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 less than half of the meetings of the Supervisory Board during a given fiscal year, this is noted in the report of the Supervisory Board. An appropriate note regarding the Supervisory Board members Thomas Krenz and Harry Sloan is included in the Annual Report 2009. |
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 would 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 2010. |
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