Committees of the Supervisory Board

So as to conduct its work efficiently, the Supervisory Board relied on the assistance of three committees: the Presiding Committee, the Audit and Finance Committee, and the Compensation Committee.

Presiding Committee

The Presiding Committee prepares for meetings of the Supervisory Board, and furthermore deals with matters of particular business significance that are subject to its
consent. Such matters include, for example, the acquisition of programming rights. The
Presiding Committee furthermore acts as a nominating committee under the German
Corporate Governance Code, and suggests suitable candidates to the full Board for
nomination at the shareholders’ meeting. The Presiding Committee met once in 2009,
and adopted eight resolutions by written correspondence.

Compensation Committee

The Compensation Committee makes preparations for resolutions by the full Board on
such matters as the signing, amendment and termination of service agreements with the members of the Executive Board, and the structure of the Executive Board’s compensation. It furthermore reviews the Executive Board members’ compensation each year. The Compensation Committee met eight times during the year, and adopted five resolutions by written correspondence.

Audit and Finance Committee

The Audit and Finance Committee met five times in 2009. It is concerned with matters
of risk management and compliance. In accordance with Item 7.1.2 of the German Corporate Governance Code of June 18, 2009, the Audit and Finance Committee also discusses the semiannual and quarterly financial reports with the Executive Board before those reports are released. It is also concerned with ensuring the requisite independence of the independent auditor, engaging the independent auditor’s services, identifying points of emphasis for audits, and agreeing on the auditors’ compensation. Its consent is also required for certain management measures.

  Committee Members
Presiding Committee:
Johannes Peter Huth (Co-Chairman), Götz Mäuser (Co-Chairman), Robin Bell-Jones, Philipp Freise, Lord Clive Hollick, Dr. Jörg Rockenhäuser
Audit and Finance Committee:
Prof. Dr. Harald Wiedmann (Chairman and independent financial expert), Johannes Peter Huth, Götz Mäuser, Robin Bell-Jones, Philipp Freise
Compensation Committee:
Johannes Peter Huth (Chairman), Götz Mäuser, Gregory Dyke, Adrianus Johannes Swartjes
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09/01/2010