German Corporate Governance Code

Implementation of individual recommendations at ProSiebenSat.1 Media AG (Declaration of Compliance dated March 2009 regarding the Code in its version dated June 14, 2007 and June 6, 2008):

  Reporting and Audit of the Annual Financial Statements
Recommendations of the German Corporate Governance Code (version dated June 6, 2008) yes no Additional Information Additional Links
Release of Interim Reports (Item 7.1.1) x   During the financial year, ProSiebenSat.1 Media AG informs by means of Interim Reports. Financial calendar
Compliance with internationally accepted accounting principles (Item 7.1.1) x   Since 2004, the Group's financial statements and the Company’s Interim Reports are prepared under the accounting principles of International Financial Reporting Standards (IFRS).  
Interval between release of Interim Report and Consolidated Financial Statements (Item 7.1.2) x   The financial reports for the financial year 2008 were published within the time limits recommended in the Corporate Governance Code (Item 7.1.2). The releases did comply with the time limits required by law as well.  
Information on stock option plans and similar incentive systems (Item 7.1.3) x   The Corporate Governance Report as a part of the Annual Report contains information about reimbursement of Executive Board members and Supervisory Board Members. For further information about principles of reimbursement including stocks option plan please consult the Management Report and Notes in the Annual Report. Corporate Governance Report
List of third-party companies (Item 7.1.4) x   The Company publishes a list of third-party companies in which it holds an interest that is not of minor importance to the Company. It states the name and principal place of business of the Company, the interest held, equity and net profit or loss for the last fiscal year. List of third- party companies
Notes on relationships with related parties (Item 7.1.5) x   The Consolidated Financial Statements explain relationships with shareholders who are considered related parties under the applicable accounting regulations. Related parties
Auditor’s statement (Item 7.2.1) x   Before submitting a nomination for an independent auditor, the Audit and Finance Committee obtains a statement from the proposed auditor as to whether, and if applicable which professional, financial, personal or other relations exist between the auditing firm, its executive bodies or its head auditors, on the one side, and the Company and the members of its Executive bodies, on the other side, if such relations might cast doubt on the auditor’s independence. The Supervisory Board also arranges that the declaration includes the extent to which the auditor performed other services for the Company during the previous fiscal year, especially in the field of consultancy, or has contracted to perform such services in the coming year.  
Notification of Supervisory Board on grounds for disqualification or bias on the part of the auditor (Item 7.2.1) x   The Supervisory Board arranges that the Chairman of the Audit and Finance Committee is informed without delay as to possible grounds for disqualification or bias that may arise in the course of the audit, unless these grounds are eliminated immediately.  
Notification of Supervisory Board about facts or events of importance (Item 7.2.3) x   The Supervisory Board arranges for the auditor to report without delay on all facts and events of importance for the tasks of the Supervisory Board which arise during the performance of the audit.  
Notification of Supervisory Board on misstatements in the declaration issued on the Code by the Executive and Supervisory Boards (Item 7.2.3) x   The Supervisory Board arranges for the auditor to inform it and/or note in the auditor's report if, during the performance of the audit, the auditor comes across facts which show a misstatement by the Executive and Supervisory Boards on the Code.  
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07/03/2009