You can access your saved pages in the document centre
Chairman of the Supervisory Board: Partner at Permira Beteiligungsberatung GmbH (Permira)
Once again in 2012, the Supervisory Board of ProSiebenSat.1 Media AG performed the duties incumbent upon it under the law, the articles of incorporation, and its own rules of procedure, also taking into consideration the recommendations of the German Corporate Governance Code. The Supervisory Board supervised the management of the Executive Board and assisted it with advice.
In the last financial year, the Supervisory Board regularly advised the Executive Board on the
management of the company in close, trusting cooperation and carefully and continuously supervised
its conduct of business. It dealt in depth with the development of the Group’s operations and
strategy. The Supervisory Board was regularly, promptly and fully informed about all issues relevant
to the Company concerning strategy, planning, business performance, the risk situation, risk
management and compliance. When trading performance deviated from plans, the Executive Board
explained the details to the Supervisory Board and discussed with it. In this way it was directly
involved at an early stage in all decisions of fundamental importance to the Company. Supervisory
Board meetings were characterized by intensive and open exchange between the Executive Board
and the Supervisory Board. In addition, in the framework of Supervisory Board meetings, so-called
“Executive Sessions” took place, in which members of the Supervisory Board have the opportunity
to discuss topics without the Executive Board.
Where the law, the articles of incorporation, or the rules of procedure demanded the approval of the Supervisory Board or a committee for individual measures, a corresponding resolution was passed. Members of the Supervisory Board prepared for resolutions on Executive Board measures requiring their consent with the regular aid of documentation provided in advance by the Executive Board. Here, they were supported by the competent committees in each case, if applicable, and discussed plans on which decisions were pending with the Executive Board. All matters requiring its consent were submitted to the Supervisory Board promptly for review.
In addition to reporting in the Supervisory Board meetings, the Executive Board regularly advised the Supervisory Board of the most important financial figures — through written monthly reports — and submitted the interim and annual financial reports to it. The Executive Board also informed the Supervisory Board immediately of particular events between meetings and in objectively justified cases asked it to pass resolutions in writing in consultation with the Chairman of the Supervisory Board. The Chairman of the Supervisory Board also maintained a close personal dialog with the CEO on an ongoing basis even outside meetings.
On the basis of the Executive Board’s regular reports, the Supervisory Board was always promptly and thoroughly informed about the Company’s condition and pending decisions and was able to perform its tasks in their entirety. There was therefore no need for the Supervisory Board to examine the Company’s books and other records for the purposes of Section 111 (2) of the German Stock Corporation Act — apart from the documentation provided to the Supervisory Board in the course of the Executive Board’s reporting activities.
Andreas Bartl resigned his Executive Board position effective at the end of February 29, 2012,
in consultation with the Supervisory Board. Effective October 1, 2012, Heidi Stopper, previously
Executive Vice President Human Resources, was appointed as an additional member of
the Executive Board. She is in charge of the newly created “Human Resources” Executive
There were the following changes to the Supervisory Board in the 2012 financial year: Herman van Campenhout and Robin Bell-Jones resigned their positions as members of the Supervisory Board effective at the end of the Annual General Meeting on May 15, 2012. The Annual General Meeting of May 15, 2012 elected Drs. Fred Th. J. Arp, CFO of Telegraaf Media Groep N.V., and Stefan Dziarski, investment professional at Permira Beteiligungsberatung GmbH, as new members of the Supervisory Board in a by-election. They were both appointed to the Supervisory Board for the remainder of the terms of office of the departing Supervisory Board members. Therefore, their terms of office end with the conclusion of the Annual General Meeting that decides on discharge for the 2013 financial year.
In total, four ordinary meetings of the Supervisory Board took place in 2012 as well as two
extraordinary meetings in the form of teleconferences. More than half of these meetings were
attended by all members of the Supervisory Board. Outside personal meetings, the Supervisory
Board made nine decisions by written correspondence.
Once again in the 2012 financial year, the Supervisory Board dealt with the business and financial situation, fundamental questions of corporate policy and strategy, the personnel situation and investment projects. The following topics were points of emphasis of the Supervisory Board’s advisory and monitoring activities:
The work of the ProSiebenSat.1 Media AG Supervisory Board is supported by the committees it has set up. Once again in 2012, the Supervisory Board had three committees at its disposal so as to conduct its work efficiently — the Presiding Committee, the Compensation Committee and the Audit and Finance Committee.
At its plenary sessions the Supervisory Board was informed about the Committees’ work regularly and in full.
The 2012 financial statements of ProSiebenSat.1 Media AG and the consolidated financial statements
of the Group, together with the management reports for ProSiebenSat.1 Media AG and the
Group, were audited in accordance with the regulations by the Munich office of KPMG AG
Wirtschaftsprüfungsgesellschaft (KPMG), which issued an unqualified audit opinion in both cases.
The audit paid particular attention to impairment testing of goodwill and other intangible assets
under IAS 36, impairment of assets, measurement of programming assets, recognition and measurement
of deferred taxes for the Group in compliance with IAS 12, income taxes, determination
of revenues in conformity with the requirements of IAS 18, revenues, recognition and measurement
of financial instruments, and testing of plausibility of information in the Group management
The Supervisory Board extensively reviewed these documents. All documents relating to the financial statements, as well as the KPMG audit reports, were made available to the members of the Supervisory Board in good time. These documents were discussed in detail, in the presence of the auditor, first within the Audit and Finance Committee and then at the review meeting of the full Supervisory Board. Here, the auditor reported on the material results of the audit. No weaknesses were identified in the internal control and risk management systems in relation to the reporting process. There were no circumstances that could cause partiality on the part of the auditor. The auditor performed services in addition to the auditing services amounting to EUR 1.3 million. The Notes to the consolidated financial statements include details of the auditor’s services and the level of compensation, reproduced in this Annual Report.
The Supervisory Board noted with approval the results of the auditor’s examination of the financial statements, and for its own part, following its own examination, also found no cause for objection. The Supervisory Board approved the parent company financial statements and the consolidated financial statements prepared by the Executive Board and audited by the auditor, as well as the management reports for both the parent company and the consolidated Group. The annual financial statements are thereby adopted. Finally, the Supervisory Board also reviewed the Executive Board’s proposal for the allocation of profits, and concurred in that proposal.
In its capacity as auditor of the financial statements, KPMG also reviewed the report of the Executive Board on relationships with affiliated enterprises during the 2012 financial year. The auditor’s examination revealed no cause for objection. The auditor issued the following unqualified opinion: “Based on the results of our audit, performed in accordance with our professional duties, we confirm that
The Supervisory Board’s own review of the report on relationships with affiliated companies likewise revealed no cause for objection. The Supervisory Board therefore concurred in the results of the auditor’s review. In accordance with the final results of its own examination, the Supervisory Board had no objections to the declaration of the Executive Board at the conclusion of the report on relationships with affiliated businesses.
No conflicts of interest occurred in the Supervisory Board in the year under review.
The Executive Board and Supervisory Board have compiled a separate report on corporate governance. This and the Management Declaration in accordance with Section 289a of the German Commercial Code can be found online at http://en.prosiebensat1.com/en/company/corporate-governance/management-declaration and in the Annual Report.
On behalf of the Supervisory Board, I would like to thank the Executive Board as well as all
employees for their commitment and their work in the past year. Through it they have
supported the successful business performance of the ProSiebenSat.1 Group. I also thank Mr.
van Campenhout and und Mr. Bell-Jones for their activity in the ProSiebenSat.1 Supervisory
Unterföhring, March 2013
On behalf of the Supervisory Board
|1Drs. Fred Th. J. Arp succeeds Herman van Campenhout, Telegraaf Media Groep N.V. (CEO). 2Stefan Dziarski succeeds Robin Bell-Jones, Permira Advisers LLP (Partner).|
|Permira Beteiligungsberatung GmbH (Partner)||Member of the Supervisory Board since: March 7, 2007|
|Johannes P. Huth,
|Kohlberg Kravis Roberts & Co. Ltd. (Member of the Investment Committee)||Member of the Supervisory Board since: March 7, 2007|
|Drs. Fred Th. J. Arp||Telegraaf Media Groep N.V. (CFO)||Member of the Supervisory Board since: May 15, 20121|
|Gregory Dyke||Ambassador Theatre Group (Company Chairman)||Member of the Supervisory Board since: May 7, 2004|
|Stefan Dziarski||Permira Beteiligungsberatung GmbH (Investment Adviser)||Member of the Supervisory Board since: May 15, 20122|
|Philipp Freise||Kohlberg Kravis Roberts & Co. Ltd. (Investment Executive)||Member of the Supervisory Board since: March 7, 2007|
|Lord Clive Hollick||Retired||Member of the Supervisory Board since: March 7, 2007|
|Dr. Jörg Rockenhäuser||Permira Beteiligungsberatung GmbH (Managing Partner)||Member of the Supervisory Board since: June 4, 2009|
|Prof. Dr. Harald Wiedmann||Gleiss Lutz Hootz Hirsch Partnerschaftsgesellschaft von Rechtsanwälten und Steuerberatern (German Certified Public Accountant, Tax Adviser, Attorney at Law)||Member of the Supervisory Board since: March 7, 2007|