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The Executive Board and Supervisory Board report on management in the Management Declaration pursuant to Section 289a of the German Commercial Code. Alongside the annual Declaration of Compliance under Section 161 of the German Stock Corporation Act, it also provides relevant information about management practices and other aspects of management such as in particular a description of the working procedures of the Executive Board and Supervisory Board.
The Executive Board and Supervisory Board of ProSiebenSat.1 Media AG declare that the recommendations of the “Government Commission on the German Corporate Governance Code“ as amended on May 15, 2012 and published in the official part of the Federal Gazette on June 15, 2012, have in principle been complied with since their publication. Only the following recommendations of the Code have not been and will not be applied:
Subject to the exceptions stated above, ProSiebenSat.1 Media AG intends to continue complying
with the recommendations of the Government Commission on the German Corporate Governance
Code as amended on May 15, 2012 and published in the official part of the Federal
Gazette on June 15, 2012 also in the future.
The Executive Board and Supervisory Board of ProSiebenSat.1 Media AG further declare that,
with respect to the time period since the last Declaration of Compliance of March 2012 until
the publication of the recommendations of the Government Commission on the German Corporate
Governance Code, as amended on May 15, 2012, in the Federal Gazette on June 15,
2012, the Company complied with the recommendations of the Government Commission on
the German Corporate Governance Code as amended on May 26, 2010 and published in the
Federal Gazette on July 2, 2010, subject to the above-mentioned exceptions as well as the
following exception:
March 2013
The Executive Board and Supervisory Board of
ProSiebenSat.1 Media AG
The ProSiebenSat.1 Group ensures compliance with rules of conduct, laws and guidelines with a code of conduct that applies throughout the Group. This Code of Compliance lays down fundamental principles and the most important guidelines and courses of action for conduct in business life. It is intended to provide valuable assistance to employees and executives of the ProSiebenSat.1 Group, especially in situations of business, legal or ethical conflict. Adherence to the Code of Compliance is carefully monitored. The Group-wide implementation of the Code of Compliance is monitored by the Compliance Officer in close cooperation with the Human Resources, Group Controlling, and Legal Affairs departments. The Code of Compliance can be downloaded at http://en.prosiebensat1.com/en/company/corporate-governance/declaration-of-compliance.
According to the provisions of the articles of incorporation, the Executive Board has one or more members. The number of Executive Board members is determined by the Supervisory Board. As of December 31, 2012, the ProSiebenSat.1 Media AG Executive Board consisted of five members. The Supervisory Board has nine members in accordance with the articles of incorporation, which must all be elected by the Annual General Meeting. As a company that primarily serves purposes of reporting or expressing opinions (so called “Tendenzunternehmen”), the company is not subject to co-determination.
Each member is responsible for his own area of responsibility and keeps his colleagues on the
Board continuously up-to-date on events in that area. The cooperation and areas of authority
of the Executive Board members are governed by established rules of procedure, which the
Supervisory Board enacted for the Executive Board. As a rule, the full Executive Board meets
weekly. The meetings are chaired by the CEO. These meetings discuss such matters as resolutions
about measures and transactions that require the consent of the full Board under the
Board’s rules of procedure. For resolutions to be valid, at least half of the members of the
Executive Board must participate in the vote. Resolutions of the full Executive Board are
adopted by simple majority vote. In the event of a tie, the vote of the CEO decides. When
important events occur, any member of the Executive Board may call an extraordinary meeting
of the full Executive Board; the Supervisory Board may likewise call such meetings. The Executive
Board may also adopt resolutions outside meetings, via an oral, telephone or written vote
and by vote in text form. Written minutes are prepared of every meeting of the full Executive
Board and of every resolution adopted outside a meeting. The minutes are presented to the full
Executive Board for approval at the next meeting and signed by the CEO. In addition to the
regular Executive Board meetings, a strategy workshop is held at least once a year. At workshops
of this kind, strategic objectives are prioritized for the whole Group and the strategy for
the current financial year is developed in cooperation with managing executives from various
corporate units.
Further details on the working procedures of the Executive Board are governed by the rules of
procedure for the Executive Board defined by the Supervisory Board, which also govern the
schedule of responsibilities and the matters reserved for the full Executive Board.
The Executive Board promptly and fully informs the Supervisory Board in writing, and also at
the Supervisory Board’s quarterly meetings, about planning, business performance and the
condition of the Company including risk management and about compliance issues. Where indicated,
an extraordinary meeting of the Supervisory Board is called to address important
events. The Supervisory Board is involved by the Executive Board in the Company’s strategy
and planning, as well as in all matters of fundamental importance to the Company. For significant business decisions, the rules of procedure for the Executive Board involve requirements
to obtain the consent of the Supervisory Board. For example, adopting the annual
budget, major acquisitions, or investments in programming licenses require the consent of the
Supervisory Board. More detailed information on the cooperation between the Executive
Board and the Supervisory Board and important issues discussed in the 2012 financial year can
be found in the Supervisory Board’s report.
The Supervisory Board holds at least two meetings per half of the calendar year. The Supervisory
Board has adopted rules of procedure in addition to the provisions of the articles of incorporation
to govern its work. These rules stipulate that the Chairman of the Supervisory
Board coordinates the work of the Supervisory Board, chairs its meetings, and also represents
the Board’s concerns to outside parties. As a rule, the Supervisory Board adopts its resolutions
at meetings. However, by decision of the Chairman of the Supervisory Board, resolutions
may also be adopted in conference calls or in videoconferencing sessions, or outside a meeting.
Equally permissible is the adoption of resolutions by a combination of voting at meetings
and voting via other forms.
Resolutions of the Supervisory Board are valid if at least half of its members participate in the
vote. Resolutions by the Supervisory Board are normally adopted by simple majority of the
votes cast, except where a different majority is prescribed by law. In the event of a tie, the vote
of the Chairman of the Supervisory Board decides. If the Chairman does not participate, the
vote of the Vice Chairman decides.
Minutes are kept of the meetings of the Supervisory Board, and are signed by its Chairman.
Resolutions adopted outside meetings are also recorded in writing. A copy of the minutes, or
of resolutions adopted outside a meeting, is promptly sent to all members of the Supervisory
Board. The Board members who participated at the meeting or in the resolution may file written
objections against the minutes with the Chairman of the Supervisory Board within one
month after the minutes are sent out. Otherwise the minutes, or the resolution, are deemed
approved.
Prof. Dr. Harald Wiedmann, who is also Chairman of the Audit and Finance Committee, meets
the requirements of Sections 100 (5), 107 (4) of the German Stock Corporation Act and Item
5.3.2 Sentences 2 and 3 of the German Corporate Governance Code as an independent and
expert member.
Every Supervisory Board member must report conflicts of interest immediately to the Supervisory
Board’s Presiding Committee, particularly those that could arise from an advisory or
executive function for customers, suppliers, creditors or other business partners.
In keeping with the recommendation of Item 5.6 of the German Corporate Governance Code,
the Supervisory Board conducts regular efficiency reviews. The major points of examination
include the Supervisory Board’s view of its own mission, the organization of its activities, the
independence of its members, the handling of potential conflicts of interest, and the composition
of its committees. The Supervisory Board arrived at a positive conclusion.
The Executive Board did not set up any committees, while the Supervisory Board appointed three in the 2012 financial year. Members of the Supervisory Board Committees come from the Supervisory Board. In choosing committee members, Board members’ potential conflicts of interest are taken into account, as are their professional qualifications. The following shows more details on the members of the Supervisory Board Committees.
| Götz Mäuser | has been a Partner at Permira Beteiligungsberatung GmbH (Permira) since 1997. During his work at Permira, his activities have included establishing the Media Team and accompanying various transactions including Cognis, debitel, Jet Aviation and ProSiebenSat.1. Götz Mäuser began his career as a consultant at McKinsey & Co., working in Germany and Brazil for six years. Götz Mäuser holds the German business degree of Diplom-Kaufmann. He studied business administration in Hamburg and Cologne, and attained a Master of Business Administration at New York University, Stern School of Business in addition to his German degree. |
| Johannes P. Huth | is Partner at Kohlberg Kravis Roberts & Co. Ltd. (KKR) and is responsible for the operating business in Europe, the Middle East and Africa. Before joining KKR, he was a member of the Investcorp Group Management Committee. From 1986 to 1991, he was Vice President in the M&A departments of Salomon Brothers in London and New York. Johannes P. Huth accompanied various transactions, including Wincor Nixdorf, MTU Aero Engines, Kion Group and ProSiebenSat.1. He completed his bachelor studies at the London School of Economics with honors and attained a Master of Business Administration at the University of Chicago. |
| Drs. Fred Th. J. Arp | has been CFO of Telegraaf Media Groep N.V. since 2005. Previously, he was a partner at Deloitte & Touch and Director of N.V. Holdingmaatschappij De Telegraaf. Drs. Fred Th. J. Arp studied at the Erasmus University in Rotterdam and is a certified public accountant. He holds positions at Wereldhave N.V., Stichting-Telegraafpensoensfonds 1959 and Stichting Africa Interactive Media. |
| Gregory Dyke | has filled management positions in various organizations, including CEO of Pearson Television and London Weekend Television and General Director of the BBC. He is now a freelance media consultant. Gregory Dyke is also Chancellor of the University of York and holds offices at HIT Entertainment Ltd. (Chairman), Brentford FC (Non-Executive Chairman) and the British Film Institute (Chairman). He studied political science at the University of York in England. |
| Stefan Dziarski | has worked at Permira Beteiligungsberatung GmbH in Frankfurt since 2007 and concentrates on the Industrials and TMT sectors. Stefan Dziarski previously worked for four years in investment banking for Salomon Smith Barney/Citigroup in New York and Hong Kong. There, he was involved in many M&A and capital market transactions in the TMT sector. Stefan Dziarski holds the German business degree of Diplom-Kaufmann from the European Business School, Oestrich-Winkel. He also spent semesters abroad at the Thunderbird School of Global Management, Arizona/USA and at the National University of Singapore, Singapore. |
| Philipp Freise | leads the pan-European media business of KKR, where he has worked since 2001, as Partner. He began his career as a consultant at McKinsey & Co. in Frankfurt am Main and New York. Philipp Freise completed his studies at the WHU, Otto Beisheim School of Management in Koblenz. He holds the degree of Diplom-Kaufmann as well as a Master of Business Administration from the McCombs School of Business at the University of Texas. |
| Lord Clive Hollick | has been a member of the House of Lords since 1991 and is the founder of the Institute for Public Policy Research. He has performed various management duties, including heading operations at United Business Media as CEO from 1996 to 2005. From 2005 to 2010, he worked at KKR, most recently as Senior Advisor. Lord Clive Hollick has also held positions on the Supervisory Boards of various companies, including as Chairman at SBS Broadcasting Group and the South Bank Centre. He currently holds offices at Diageo Plc (Non-Executive Senior Director), BMG Music Rights Management GmbH (Non-Executive Director) and Honeywell International Inc. (Non-Executive Director). He holds a doctorate from Nottingham University in England. |
| Dr. Jörg Rockenhäuser | heads the German office of Permira Beteiligungsberatung GmbH in Frankfurt, where he is a member of the international Board and the Investment Committee. Jörg Rockenhäuser studied business administration at the University of Munster and holds a PhD from the University of Bochum. Before joining Permira in 2001, he was a Principal at A.T. Kearney. He is also a member of the Netatim Board of Directors, the Board of the American Chamber of Commerce in Germany e.V. and the Advisory Board of the Off Road Kids Foundation. |
| Prof. Dr. Harald Wiedmann | is of counsel at the law and tax advisory firm Gleiss Lutz Hootz Hirsch Partnergesellschaft von Rechtsanwälten, Steuerberatern. He is also Honorary Professor of International Accounting and Auditing at Berlin Technical University and at Johann Wolfgang Goethe University in Frankfurt am Main. Formerly Chairman of KPMG AG Wirtschaftsprüfungsgesellschaft and KPMG Europe; until 2007 he was President of the Accounting Standards Committee of Germany. Prof. Dr. Harald Wiedmann studied law at the Universities of Tübingen and Munich, and holds official certifications as an attorney, tax advisor and German certified public accountant. |
The committees of the Supervisory Board normally meet quarterly. To the extent permitted by
law, the committees have been entrusted with making resolutions concerning various tasks of
the Supervisory Board, especially approving certain management measures. A committee’s
resolutions are valid if at least half — and in no case less than three — of its members participate
in the vote. Committee resolutions are normally adopted by a simple majority vote; in the event
of a tie, the vote of the committee Chairman decides. Written minutes are prepared of each
committee meeting and are signed by the committee Chairman. Resolutions outside meetings
are also recorded in writing. Minutes and resolutions are sent to all members of the committee
concerned. They are deemed approved if no committee member who was present at the meeting,
or who took part in the resolution, objects to the content within one week after delivery. The
committee Chairmen report to the meetings of the Supervisory Board on the committees’ work.
The CFO and the independent auditor regularly participate in the meetings of the Audit and
Finance Committee. Additionally, the Chairman of the Audit and Finance Committee invites in
particular executives from finance and reporting units to provide information at meetings if
required. The Audit and Finance Committee meets without the presence of Executive Board
members at least once a year. The Supervisory Board has adopted rules of procedure to govern
the work of the Audit and Finance Committee.
| 1He succeeds Robin Bell-Jones, Partner at Permira Advisers LLP. 2He succeeds Herman van Campenhout, CEO of Telegraaf Media Groep N.V.. | |
|---|---|
| Presiding Committee | Götz Mäuser (Co-Chairman), Johannes P. Huth (Co-Chairman), Stefan Dziarski1 , Philipp Freise, Lord Clive Hollick, Dr. Jörg Rockenhäuser |
| Audit and Finance Committee | Prof. Dr. Harald Wiedmann (Chairman and independent financial expert according to Sections 100 (5), 107 (4) of the German Stock Corporation Act and Item 5.3.2 Sentences 2 and 3 of the German Corporate Governance Code), Götz Mäuser, Johannes P. Huth, Stefan Dziarski1, Philipp Freise |
| Compensation Committee | Götz Mäuser (Chairman), Johannes P. Huth, Gregory Dyke, Drs. Fred Th. J. Arp2 |
The Executive Board and Supervisory Board see good corporate governance as an essential
component of responsible, transparent management and control oriented to long-term value
creation.
The German Corporate Governance Code establishes a standard for transparent control and
management of companies, which is particularly aligned to the interests of the shareholders.
Many of the principles contained in the German Corporate Governance Code have already been
practiced at ProSiebenSat.1 for a long time. Individual topics relating to corporate governance
at ProSiebenSat.1 Media AG are described in more detail in the Management Declaration pursuant
to Section 289a of the German Commercial Code; this includes in particular the annual
Declaration of Compliance, relevant information on management practices and a description of
the working procedures of the Executive Board and Supervisory Board. Additional details can
be found in the following Corporate Governance Report in accordance with Item 3.10 of the
German Corporate Governance Code.
ProSiebenSat.1 Media AG is a listed stock corporation, and is based in Germany. As well as from
the German Corporate Governance Code, the formal structure for Corporate Governance is
therefore derived from German law, in particular the law governing stock corporations and the
capital market, as well as from the articles of incorporation of ProSiebenSat.1 Media AG.
The compliance officer of ProSiebenSat.1 Media AG is in charge of implementing the principles of
corporate governance, monitoring compliance with the requirements of law and documenting
these processes. The officer’s duties also include keeping up to date on changes in the laws, and
tracking the relevant public discussions.
As a German stock corporation, ProSiebenSat.1 Media AG has three governing bodies: the
Annual General Meeting, the Supervisory Board and the Executive Board. Their tasks and
powers emerge from the German Stock Corporation Act and the articles of incorporation of
ProSiebenSat.1 Media AG.
German corporate law provides for a clear separation of personnel between management and
controlling bodies. The managing body is the Executive Board, which is overseen and advised
by the Supervisory Board with regard to management. All transactions and decisions that are
of fundamental importance to the Corporation are handled in close coordination between the
Executive Board and the Supervisory Board. Here open communication and close cooperation
between bodies is of particular importance. The Management Declaration in accordance with
Section 289a of the German Commercial Code reports on the working procedures of the
Executive Board and Supervisory Board and their cooperation. It can be accessed online at http://en.prosiebensat1.com/en/company/corporate-governance/management-declaration and is reproduced in the Annual Report.
The compensation of members of the
Executive and Supervisory Boards is explained in the Compensation Report, which is part of the
Group management report (see the Annual Report).
The shareholders exercise their rights of joint administration and oversight at the Annual
General Meeting. Each share of common stock confers one vote at the Annual General Meeting.
Preference shares — except where prescribed by law — carry no voting rights. However, under
Article 19 of the articles of incorporation of ProSiebenSat.1 Media AG, preference shares carry
preferential rights in any distribution of profits, and therefore an entitlement to a higher dividend. The invitation to the Annual General Meeting notifies the Company’s shareholders in
a timely manner about the various agenda items and the resolutions that the Executive Board
and Supervisory Board will be submitting for approval.
Directors’ dealings disclosures under Section 15a of the German Securities Trading Act are also published on the internet immediately after receipt. During the financial year 2012 and after the end of the reporting period until February 27, 2013, the following transactions in Company stock and/or financial instruments relating to Company stock were reported to ProSiebenSat.1 by management personnel or parties related to them, in compliance with Section 15a of the German Securities Trading Act.
| Last name, first name | Reason for notification | Name of financial instrument | Purchase/ Sale | Date/place | Shares | Price in EUR | Total amount of transaction in EUR |
|---|---|---|---|---|---|---|---|
| Ebeling, Thomas | Own management duties | ProSiebenSat.1 preference share | Sale | March 2, 2012/ OTC | 105,000 | 19.35 | 2,031,750 |
| Salzmann, Axel | Own management duties | ProSiebenSat.1 preference share | Sale | March 2, 2012/ OTC | 60,000 | 19.35 | 1,161,000 |
| Albert, Conrad | Own management duties | ProSiebenSat.1 preference share | Sale | March 2, 2012/ OTC | 42,000 | 19.35 | 812,700 |
| Dr. Wegner, Christian | Own management duties | ProSiebenSat.1 preference share | Sale | March 2, 2012/ OTC | 42,000 | 19.35 | 812,700 |
| Ebeling, Thomas | Own management duties | ProSiebenSat.1 preference share | Sale | March 5, 2012/ Xetra, Frankfurt | 418 | 19.56 | 8,176.08 |
| Ebeling, Thomas | Own management duties | ProSiebenSat.1 preference share | Sale | March 8, 2012/ Xetra, Frankfurt | 100,000 | 19.300006 | 1,930,000.60 |
| Ebeling, Thomas | Own management duties | ProSiebenSat.1 preference share | Sale | March 8, 2012/ Xetra, Frankfurt | 40,804 | 19.500025 | 795,679.02 |
| Ebeling, Thomas | Own management duties | ProSiebenSat.1 preference share | Sale | March 9, 2012/ Xetra, Frankfurt | 29,582 | 19.77026 | 584,843.83 |
| Ebeling, Thomas | Own management duties | ProSiebenSat.1 preference share | Sale | March 9, 2012/ Xetra, Frankfurt | 59,196 | 19.502489 | 1,154,469.34 |
| Ebeling, Thomas | Own management duties | ProSiebenSat.1 preference share | Sale | March 14, 2012/ Xetra, Frankfurt | 203 | 19.95 | 4,049.85 |
| Ebeling, Thomas | Own management duties | ProSiebenSat.1 preference share | Sale | March 16, 2012/ Xetra, Frankfurt | 50,000 | 19.500448 | 975,022.40 |
| Ebeling, Thomas | Own management duties | ProSiebenSat.1 preference share | Sale | March 26, 2012/ Xetra, Frankfurt | 33,476 | 19.44286 | 650,869.18 |
| Ebeling, Thomas | Own management duties | ProSiebenSat.1 preference share | Sale | March 27, 2012/ Xetra, Frankfurt | 16,321 | 19.40 | 316,627.40 |
| Ebeling, Thomas | Own management duties | ProSiebenSat.1 preference share | Sale | January 30, 2013/ Xetra, Frankfurt | 300,000 | 25.1232 | 7,536,960.00 |
| Albert, Conrad | Own management duties | ProSiebenSat.1 preference share | Sale | January 31, 2013/ Xetra, Frankfurt | 4,180 | 25.27 | 105,628.60 |
