2 Key Figures SBS consolidated as of July 2007 in EUR m Q4 Q1-Q Revenues , ,710.4 Recurring EBITDA* EBITDA EBIT Net financial result Pre-tax loss/profit Consolidated net loss/profit Underlying net income** Earnings per preferred share (EUR) Adjusted earnings per preferred share (EUR) Cash flow from operating activities , ,600.4 Cash flow from investing activities , ,275.8 Free cash flow ,675.4 Pro forma key figures 2008 (SBS consolidated as of January 2007) in EUR m Q1-Q Revenues 3, ,237.2 Recurring EBITDA* EBITDA Deconsolidation of Scandinavian Pay TV division C More in December 2008 * Recurring EBITDA: EBITDA before non-recurring items ** Underlying net income: Consolidated net result before effects of purchase price allocation amortizations of Euro 70.4 m (2007: Euro 82.8 m) and SBS impairment of Euro m in 2008 as well as a not cash flow effective fx-valuation of Euro 66.6 m. The amount of 2007 is adjusted with the FCO fine of Euro 120 m.
3 > The power of television. The ProSiebenSat.1 Group is a leading European media company. We offer today s audience first-class entertainment and up-to-date information whenever they need it, wherever they are. denmark // Kanal 5 offers a wide variety of entertainment, and appeals primarily to viewers between 15 and 50 with US series, local productions, blockbuster movies and live coverage of major sports events. Alongside three other TV channels Kanal 4, 6 eren and The Voice ProSiebenSat.1 also owns the second-largest commercial radio station in Denmark, Nova FM. Norway // TV NORGE is the second-largest commercial TV station in Norway. Offering a wide range of high-quality entertainment and news, TV NOR- GE enjoys great popularity with the Norwegian TV audience. FEM, another ProSiebenSat.1 station in the country, is specially attuned to the women s audience. Another audience favorite is Radio Norge, the second-largest commercial radio station in Norway. Free TV: Radio: Sweden // Kanal 5 aims to appeal to young people in particular. Its blend of light entertainment and series makes it one of Sweden s most popular TV channels. Alongside another station, Kanal 9, ProSiebenSat.1 also operates Mix Megapol, the country s fastest growing radio network. Free TV: Radio: finland // In Finland, the music channel The Voice attracts young audiences. In the evening, TV Viisi carries hit series, feature films and the national team s soccer matches on the same frequency. Furthermore ProSiebenSat.1 operates six radio networks, among others, The Voice and Iskelmä. Free TV: Radio: Free TV: Radio: belgium // The two Belgian channels VT4 and vijf TV are aimed at the Flemish-speaking part of the Belgian population. VT4 combines local Flemish productions with international blockbuster movies and popular US series, and is very successful among its core target audience of viewers from 15 to 44. Free TV: Netherlands // SBS 6 is the Netherlands No. 2 commercial TV channel, and primarily attracts viewers between 20 and 49 with big entertainment shows, in-house productions, series and coverage of sports events. In addition to the TV channels NET 5 and Veronica, ProSiebenSat.1 also owns the country s leading TV magazine, Veronica Magazine. Free TV: Print: Austria // The channels Sat.1 Österreich, ProSieben Austria and kabel eins offer regional windows alongside programming from their sister stations in Germany. Together with PULS 4, the channels make up the leading free TV company in Austria. Free TV: Germany // Sat.1, ProSieben, kabel eins and N24 make ProSiebenSat.1 the biggest commercial TV corporation in Germany. ProSiebenSat.1 also ranks second among online marketers, and scores especially well with users of its stations Web sites, as well as such portals as Fem, Lokalisten and MyVideo. romania // TV Prima was one of Romania s first commercial TV channels. Today it is one of the country s most successful stations and broadcasts US series, adaptations of popular TV concepts, and original local productions. ProSiebenSat.1 also operates two radio stations (Kiss FM and Magic FM) in Romania and the music channel Kiss TV. Free TV: Online: * Free TV: Radio: switzerland // The ProSiebenSat.1 Group, with its channels Sat.1, ProSieben and kabel eins, is the leading free TV company in Switzerland. Along with commercial blocks on all three stations, ProSiebenSat.1 also markets numerous online platforms in Switzerland. Free TV: Hungary // TV2 is one of the largest commercial TV channels in Hungary. The station s success is founded on locally produced programming, US series and Hungarian adaptations of successful TV concepts. TV2 offers enhanced marketing opportunities by incorporating alternative distribution platforms, and earns high ratings among its key demographic. Free TV: Greece // A mix of national and international music has made Lampsi FM the most popular radio station in Greece. Radio: bulgaria // In Bulgaria ProSiebenSat.1 scores with a mixture of national and international pop music on the TV screen as well as on the radio. Four radio networks and the music channel The Voice attract a broad audience in all active age groups. Free TV: Cross-references/Websites * Moldova// ProSiebenSat.1 operates radio Kiss FM in Moldova.
4 2008 Getting future-ready People have always been mesmerized by pictures. Pictures inform, entertain, provoke feelings, arouse tears. The success of our media is founded on that magic. Television and the Internet show what brings people together, worldwide. Pictures move people. On the following pages, we let them speak for themselves about an eventful It was a year of challenges. Challenges that we met. And now we re ready for the next step. ProSiebenSat.1 ready for the future! Contents > > Reports from the Executive Board and Supervisory Board Foreword from the CEO Report of the Supervisory Board Proposed Allocation of Profits Corporate Governance Report 02 Group Management Report Business Operations and Business Conditions Business Activities and Group Structure Corporate Management, Goals, Strategy The Operating Environment Business Performance in 2008 Earnings, Financial Position and Net Worth Segment Report Employees The ProSiebenSat.1 Share Non-Financial Performance Indicators Events after the Reporting Date Risk Report Overall Assessment of the Group s Risk Situation > Risk Management Opportunity Management Risk Situation: Evolution of Individual Risks Outlook Overall Assessment of Expected Group Performance Future Economic and Industry Environment Opportunity Report Company Outlook 03 Consolidated Financial Statements Financial Statements Income Statement Balance Sheet Cash Flow Statement Statement of Changes in Equity Notes to the Financial Statements Responsibility Statement of the Executive Board Auditor s Report Additional Information
5 > 2008 Highlights > February // TV station PULS 4 goes on air in Austria Austrian station PULS 4 goes on the air nationwide with a new 24-hour schedule of full-service programming. PULS 4 combines international feature films, blockbuster movies and series from Hollywood with Austrian in-house productions of news, talk, event and society shows for a young, urban target audience. > March // Radio reinforced In addition to new media, the Group also expands its classic Radio business in the Diversification unit. ProSiebenSat.1 acquires numerous new licenses for Northern Europe in In March the Group also acquires Norwegian radio station Kanal 4. With radio stations in Norway, Sweden, Finland, Denmark, Romania, Bulgaria and Greece, ProSiebenSat.1 ranks Number 2 among listeners in Europe. > april // Film deals with Hollywood studios In 2008 the Group closes several deals with major Hollywood studios, obtaining exclusive free TV rights to a large number of US hits. For example, in April Pro- SiebenSat.1 renewed its contract with the Walt Disney Company and acquired its first video-on-demand rights for many top films. Difficulties in the German advertising market First-quarter profits are heavily affected by difficulties in the German advertising market, due to uncertainties about the new sales model for advertising time, which was introduced at the end of 2007 in the wake of proceedings by Germany s anti-cartel authority. ProSiebenSat.1 and IBM sign outsourcing agreement One of ProSiebenSat.1 s three strategic goals is to modernize its technical infrastructure. The outsourcing agreement with IBM provides the foundation for building up a European digital platform. > May // Online activities expand The ProSiebenSat.1 Group ranks second among online marketers in Germany, and continues to expand its Internet presence in Online business is strengthened with acquisitions (including Fem.com) and the international rollout of online portals and the SevenGames game platform. Group founds own production company Producing content is a core component of our strategy. Redseven Entertainment enables ProSiebenSat.1 to produce our own ideas for light entertainment programming. By founding a separate production company for nonfiction programming, the Group also intends to facilitate access to rights and make better use of its own or acquired program rights.
6 > June // Axel Salzmann is new CFO Axel Salzmann is ProSiebenSat.1 Media AG s new Chief Financial Officer. He succeeds Lothar Lanz, who leaves the company in June. Andreas Bartl appointed to Executive Board Andreas Bartl is appointed to the Executive Board, where he is in charge of German Free TV. Soccer rights under contract Acquiring rights to the UEFA Champions League and the UEFA Cup, the Group picks up the largest package of live soccer matches on German free TV. The agreement covers three seasons, from 2009 to 2012, and for the first time also covers broadcasting options irrespective of platform. New playout center to be built This summer, ProSiebenSat.1 Produktion begins building a new playout center in Munich. The center will handle all broadcasting operations, and is expected to start operation during the first quarter of > October // N24 has latest technology N24 goes on the air with the latest technology in October. Production now uses an all-digital system that makes N24 Europe s most up-to-date news station. > November // New Setup of the German TV group To handle the challenges of the coming years, the Executive Board decides to set up the TV group in Germany newly. The keystone is to pool Sat.1, ProSieben and kabel eins in Munich. Greater centralization will create a network with an extensive creativity pool and make it possible to use resources more efficiently. > December // New CEO Thomas Ebeling is appointed the new CEO of the ProSiebenSat.1 Group. He chairs the Executive Board. Axel Salzmann serves as acting CEO until Ebeling takes office in March Sale of C More goes through C More is Northern Europe s leading brand in premium pay TV. But it offers only limited potential for synergy through international productions and programming use. The sale of C More was completed in December. Popular with audiences In 2008 the German family of stations scores with viewers, gaining over the competition by increasing Group audience share to 29.4 percent. The ProSieben- Sat.1 stations also succeed with viewers internationally, in spite of the Olympics and the European Soccer Championship.
7 Lots of challenges and decisions Germany s next Topmodel by Heidi Klum (2008), Tresor TV Produktions GmbH 2008 on ProSieben --- > 2008 a year of challenges 2008 was a year of challenges >>> Major sports events like the Olympics and the European Soccer Championships fascinated TV audiences. In many European countries, public TV channels held the broadcasting rights. Nevertheless, the ProSiebenSat.1 stations increased their audience shares in some cases substantially in Germany as well as in TV audience shares in the target group relevant for the advertising industry Data in percent > Germany > Netherlands > Hungary
8 most of the European countries. Yet, in the German ad market ProSiebenSat.1 lost notably market share. Beside difficulties with the implementation of the new ad sales model the worsened economic conditions in Europe also had an impact on TV ad revenues in the core market Germany > Switzerland > Belgium > Austria > Sweden > Norway > Denmark > Romania
9 Yes, we can! Barack Obama during the 2008 American presidential campaign, N24 is there --- > Thinking in terms of solutions FOCUS ON PERFORMANCE >>> In the fall of 2008, ProSieben- Sat.1 initiated decisive steps to optimize the setup of the German Group. The focus was on one thing: to enhance performance by pooling resources and bringing important parts of the Company closer together. For that reason, Sat.1 will be moving from Berlin to Munich in mid At that point the big three German full-service channels Sat.1, ProSieben and kabel eins will be working under a single roof. Which will enrich the exchange of ideas and the networking of programming resources, allowing our family of stations to realize their vast potential to the fullest. The Berlin administrative units will be moving to Munich as well. Additionally, we ll be combining the two marketing companies, SevenOne Media (TV) and SevenOne Interactive (online). That way we can generate even more cross-media
10 campaigns campaigns that run on several media at once and strengthen our position in the advertising market. With the new structure for our Group in its core market Germany, we set a new course for the future. REORIENTATION IN GERMANY: > Sat.1, ProSieben and kabel eins all to be headquartered together > N24 and central editorial department of Sat.1 to remain in Berlin > SevenOne Media and SevenOne Interactive to be merged > Administrative functions to be centralized in Munich > 225 jobs to be cut in whole German Group
11 Quality has a price Sex and the City, US series and film, Warner, series: 1998 to 2004 on ProSieben --- > Growing through strategic acquisitions LEEWAY FOR INVESTMENT >>> In 2007, ProSiebenSat.1 acquired the SBS Broadcasting Group, and became No. 2 in the European TV market. The SBS acquisition was financed through loans (EUR 3.6 billion). In spite of the debt, the TV corporation still has enough leeway for future investments. In 2008, ProSiebenSat.1 again invested much more than a billion euros in attractive TV programming. In new media, we were able to expand our portfolio by acquiring ownership interests in such online platforms as Fem.com. We also invested in modernizing the Company s equipment. We set up a new playout center in Munich, one of the most up-to-date TV production systems in Europe. All of which goes to show that ProSiebenSat.1 still has enough financing resources to invest strategically. A further helping point here is that we were able to get extremely good credit terms
12 for the SBS acquisition. At the same time, of course, another top priority is to reduce our indebtedness. STRONG BRANDS ALL OVER EUROPE 78million households using TV 14 countries in Europe 30 TV stations 18 radio networks 26 leading free TV brands
13 The future of data processing Minority Report, US science fiction thriller (2002), DreamWorks 2005 on ProSieben --- > Tapeless TV THE TAPELESS FUTURE ARRIVED ON TV IN 2008
14 >>> ProSiebenSat.1 set up a new playout center in Munich in 2008 one of the most up-to-date TV production systems in Europe. Now our programming can play on all available platforms TV, online, podcast, mobile TV without any intermediate technical steps. New media services are becoming more and more important for ProSiebenSat.1 as well. With the new playout center, we have the technical resources to meet the challenge. With just a click of the mouse, at any screen, our TV makers can open files, view and edit them, add sound, and release the material. Massive tape archives will soon be a thing of the past. Additionally, ProSiebenSat.1 set up news station N24 on a completely new platform in Reports are now generated entirely digitally. The TV and online editing departments are fully intermeshed. Tapeless TV is a reality.
15 12 01 > As a German stock corporation, ProSiebenSat.1 Media AG has a dual management system, and therefore has a clear separation between its managing body and its supervisory body. The Company s managing body is its Executive Board, which is overseen and advised by the Supervisory Board. In this chapter we inform you about how the two boards work together, their compensation, changes in the membership of both boards, dividends, and how the German Corporate Governance Code is implemented at ProSiebenSat.1.
16 13 Reports from the executive board and supervisory board Reports from the Executive Board and Supervisory Board Foreword from the CEO Members of the Executive Board Report of the Supervisory Board Managing Bodies and Boards Proposed Allocation of Profits Corporate Governance Report Compensation Declaration of Conformity Group Management REport consolidated Financial Statements
17 14 Thomas Ebeling (CEo), Management segment: Group Content Production and Acquisitions, Corporate, Human Resources // CEO since March 1, 2009 Dear Shareholders, ProSiebenSat.1 Media AG faced a year of challenges in Our business was dominated by the launch of a new ad sales model in Germany and we were tested by the beginning of the global economic crisis. However, we met both challenges. First, some good news: The business performance of the ProSiebenSat.1 Group is based on the success of our TV programming. Here we did very well in almost every one of our territories, even though the Olympics and the European Soccer Championships made competition especially difficult. Our stations in Germany earned an audience share of almost 30 percent. Sat.1 passed an important milepost by earning shares near the 11 percent mark. Our stations in the rest of Europe also produced outstanding figures. For example, in the Netherlands (our most important market after Germany) we picked up 1.5 percentage points to average a 23.4 percent audience share. The marketing of our TV programming is the most important driver of the ProSiebenSat.1 Group s performance. After the 2007 cartel proceedings in Germany, we had to strive for an extended period to introduce a new ad sales model. That caused us to fall short of our goals in The good news, however, is that for some months now, we ve had a solution that complies with the cartel laws and is also acceptable to clients and agencies. Now we re back on the market with competitive options in 2009, we ve already seen our first gains in advertising market share. The multimedia distribution of our content will guarantee the future viability of the ProSiebenSat.1 Group. Changes in media usage call for changes in media companies. Our goal is to ensure that our content is accessible for all of our viewers wherever and whenever they like. In Germany, our strategy has given us a leading position among online marketers, and made us No. 1 in mobile TV and in video on demand. We are now pursuing the same approach throughout Europe. As Executive Board members, our most important task is to safeguard the profitability of the ProSiebenSat.1 Group even in an adverse economic environment. That s why with the first signs of the economic crisis in 2008, we responded quickly but also with an eye to the future. As the economic indicators turned downward, therefore, we were ahead of many other market participants in taking appropriate measures to maintain our position amid stiff competition.
18 15 Axel Salzmann (CFo), Management segment: Group Controlling, Finance/ Investor Relations, Legal Affairs, Regulatory Affairs, Administration // Member of the Executive Board since May 2008, CFO since June 2008 Executive and supervisory board Executive Board 2009, and probably 2010, will be years of challenges for ProSiebenSat.1 as well as for the media industry at large. There is a great deal of uncertainty about what will happen in the real economy, in the advertising market and in the financial markets. So, how are we preparing? First, we are strengthening the quality of our programming wherever we can. To make the most of the Group s potential, we are setting up a new structure for all our free TV stations in Germany. For the first time, Sat.1, ProSieben and kabel eins will be operating under one roof. This will eliminate many of the barriers that have discouraged the development of successful programming ideas to date. N24 will remain in Berlin as the Group s journalistic center of competence and the most up-to-date news station in Europe. We will continue networking our stations internationally, applying best practices and joint idea development to create the programming highlights of the future. We ll do an even better job of meeting our advertisers expectations. In a new structure, our sales company SevenOne Media will offer true 360-degree marketing, and become the place to go for creative advertising messages on screen. We will also tap additional sources of revenue with new, more differentiated advertising concepts. Changes offered by new media represent an opportunity for us. We will follow our viewers wherever they go. Under the name TV 3.0 we ll continue to network our TV brands with online and mobile media. All the components of our portfolio will be placed in the service of a single idea engaging people with fascinating content. We can all take pride in knowing that our company the ProSiebenSat.1 Group is No. 2 in Europe. It has strong station brands and an outstanding position in new media. It has a presence throughout Europe, and is a technology leader. Finally, ProSiebenSat.1 Group s employees have the loyalty, passion and creativity to make the business a success. Sincerely, Thomas Ebeling (CEO) Axel Salzmann (CFO)
19 16 The Executive Board of ProSiebenSat.1 Media AG Thomas Ebeling (CEO) Management segment: Group Content Production and Acquisitions, Corporate, Human Resources // CEO since March 1, 2009 Axel Salzmann (CFO) Management segment: Group Controlling, Finance/ Investor Relations, Legal Affairs, Regulatory Affairs, Administration // Member of the Executive Board since May 2008, CFO since June 2008 Andreas Bartl (German Free TV) Management segment: German Free TV // Member of the Executive Board since June 2008 The following left the Executive Board in fiscal 2008: Guillaume de Posch, (CEO), Left as of December 31, 2008 // Lothar Lanz, (CFO), Left as of June 10, 2008 // Peter Christmann, Executive Board Member for Sales and Marketing, Left as of June 30, 2008
20 17 Executive and supervisory board Members of the Executive Board Patrick Tillieux (COO) Management segment: Group Operations, International Free TV, International Pay TV, Radio, Print // Member of the Executive Board since July 2007 Klaus-Peter Schulz (Sales) Management segment: Sales & Marketing // Member of the Executive Board since September 2008 Dr. Marcus Englert (New Media) Management segment: New Media & Diversification, Transaction TV, Business Development // Member of the Executive Board since August 2006
21 18 Report of the Supervisory Board Ladies and Gentlemen, Once again in 2008, the Supervisory Board performed the duties incumbent upon it under the law, the articles of incorporation, its own rules of procedure, and the German Corporate Governance Code. Summary of the activities of the Supervisory Board. The Supervisory Board assisted the Executive Board with advice on management, and supervised the Executive Board s conduct of business. In performing its supervisory duties, the Supervisory Board essentially made use of a reporting system designed to its specifications, as well as a list it had prepared of actions that cannot be taken without the prior consent of the Supervisory Board or one of its committees. The core of the reporting system is a monthly written report prepared by the Executive Board. In addition to detailed figures on the business position and financial condition of the ProSiebenSat.1 Group, the report also includes a current analysis of the early warning indicators that are continuously recorded and analyzed as part of the risk management system. The Executive Board also submitted detailed reports on current events and plans at the regularly scheduled meetings of the Supervisory Board, as well as in the intervals between meetings when necessary. When business events deviated from plans, the details were explained to the Supervisory Board and discussed with it. The Executive Board coordinated the Company s strategic focus with the Supervisory Board. These regular reports by the Executive Board kept the Supervisory Board promptly and thoroughly informed about the Company s condition, and ensured that it was always involved in decisions of particular importance. Apart from the documentation provided to the Supervisory Board in the course of the Executive Board s reporting activities, there was no need for the Supervisory Board to examine the Company s books and other records during the year. The Chairman of the Supervisory Board also maintained intensive personal contact with the Executive Board between monthly reports and Supervisory Board meetings, and was thus kept up to date about major business events and the business picture. All matters requiring its consent were submitted to the Supervisory Board promptly for review. The Executive Board prepared written background materials on these matters that summarized the necessary information for the Supervisory Board s decision-making process. These matters were also explained to the Supervisory Board in person. Decisions of the Supervisory Board and its committees are made at meetings attended by the members in person, via conference calls, or whenever necessary by written correspondence in the intervals between meetings. During the year, the Supervisory Board and its committees made decisions outside personal meetings in a total of 25 cases. Matters addressed by the Supervisory Board in At its meetings, the Supervisory Board regularly and thoroughly discussed the condition of the Company with the Executive Board, and especially dealt with the development of business and finances, personnel, investment projects, and basic matters of corporate policy and strategy. The Supervisory Board held four regularly meetings during the year, in March, June, September and November. Six special meetings were held via conference call in February, June, July, November and December. One of the central concerns of the Supervisory Board during the year was the evolution of the Munich public prosecutor s investigation of a member of the Executive Board of Pro-
22 Götz Mäuser, Chairman of the Supervisory Board of ProSiebenSat.1 Media AG 19 Executive and supervisory board Report of the Supervisory Board SiebenSat.1 Media AG and certain members of the management of SevenOne Media GmbH. This matter was addressed at the special meeting held on February 12, The investigative proceedings were initiated in the aftermath of a proceeding by the German Federal Cartel Office that ended in 2007, and were directed against responsible parties at advertising time marketing companies and media agencies in Germany, as well as against the ProSiebenSat.1 Group s advertising sales company. Another key matter addressed in this connection was the introduction of a new advertising sales model in Germany. Further emphases were the centralization of the Group s German free TV stations under the umbrella of German Free TV Holding GmbH in Unterföhring, as well as the resulting relocation of Sat.1 to Unterföhring. The Supervisory Board consented to that relocation at a special meeting on November 7, At its regularly meeting on March 25, 2008, the Supervisory Board approved the documents of the annual financial statements for fiscal 2007, as well as the Corporate Governance Report of the Executive Board and Supervisory Board, and the Declaration of Compliance for fiscal A revision of the rules of procedure raised the age limit for members of the Supervisory Board to 70. Other matters concerning operations were also discussed at this meeting. In a vote conducted by correspondence, on April 3, 2008, the Supervisory Board approved the spin-off of IT Services from the ProSiebenSat.1 Group and the outsourcing of ProSiebenSat.1 Produktion GmbH s business applications, IT systems and media systems to IBM Deutschland GmbH. In a further vote by correspondence, Axel Salzmann was appointed to succeed Lothar Lanz on the Executive Board on April 23. A further regular meeting of the Supervisory Board was held immediately before the annual shareholders meeting, on June 10, Apart from various matters of operations, this meeting resolved to establish a Compensation Committee. Two special meetings were held via conference call in June On June 15, the Supervisory Board approved the sale of the Scandinavian pay TV unit C More Group AB. On June 17, the Supervisory Board accepted Guillaume de Posch s request to resign from his position as CEO, and the termination of his employment agreement with ProSiebenSat.1 Media AG as of December 31, It also appointed Andreas Bartl as a new member of the Executive Board, effective immediately.
23 20 A further special meeting of the Supervisory Board via conference call was convened for July 24. At this meeting, Klaus-Peter Schulz was appointed to succeed Peter Christmann as the Executive Board member for Sales and Marketing, effective September 1, Central topics at the regular meeting of the Supervisory Board on September 23 were the current situation of SevenOne Media GmbH s contract negotiations with advertising agencies, and the current status of the Munich public prosecutor s investigation, already mentioned above. In a vote by correspondence, on November 12 the Supervisory Board approved the Shareholder Incentive Plan for the Executive Board and other selected executives. At the regular meeting on November 26, the Supervisory Board focused its deliberations on budget planning for fiscal 2009 and on the Five-Year Plan for fiscal 2009 through The Supervisory Board s last meeting of the financial year was convoked as a special meeting via conference call for December 9. It appointed Thomas Ebeling to the Executive Board of ProSiebenSat.1 Media AG as CEO, effective March 1, Because of scheduling conflicts, Supervisory Board members Johannes Huth, Thomas Krenz and Harry Sloan were absent from more than half of the meetings of the Supervisory Board. Report on the committees work. So as to conduct its work efficiently, in 2008 the Supervisory Board relied on the assistance of three committees: the Presiding Committee, the Audit and Finance Committee, and the Compensation Committee. At its plenary sessions the Supervisory Board was informed about the committees work regularly and in full. The Presiding Committee is made up of the Chairman and Vice-Chairman of the Supervisory Board, together with four additional members. The Chairman and Vice-Chairman of the Supervisory Board jointly chair the committee. The committee prepares for meetings of the Supervisory Board, and furthermore deals with acquisitions of programming rights and other matters of particular business significance that are subject to its consent. The compensation of the Executive Board and the acquisition of programming rights were important topics in The Presiding Committee met six times in 2008, and adopted resolutions by written correspondence twice. The Compensation Committee, established in June 2008, serves as a personnel and nominating committee. These duties had previously been performed by the Presiding Committee. The Compensation Committee met three times during the year, and adopted three resolutions by written correspondence. The committee is made up of the Chairman and Vice-Chairman of the Supervisory Board and two additional members. It is chaired by the Chairman of the Supervisory Board. The Audit and Finance Committee met six times in 2008, once in a special meeting. It is concerned with matters of risk management and compliance. In accordance with Item of the German Corporate Governance Code of June 2008, 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 fees with the independent auditor. Its consent is also required for certain management measures. The Audit and Finance Committee has five members. Its Chairman is appointed by the Supervisory Board, and under the rules of procedure this individual must be a member of the Supervisory Board with experience in accounting and internal controlling.
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BATS Global Markets, Inc. a Delaware corporation (the Company ) Corporate Governance Guidelines Adopted March 28, 2012 These guidelines have been approved and adopted by the Board of Directors of the Company
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CHICO S FAS, INC. CORPORATE GOVERNANCE GUIDELINES Introduction The Board of Directors (the Board ) of Chico FAS, Inc. (the Company ) has developed corporate governance guidelines to help it fulfill its
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CORPORATE GOVERNANCE STATEMENT This is a statement regarding corporate governance as meant in article 2a of the decree on additional requirements for annual reports (Vaststellingsbesluit nadere voorschriften
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1 The statement on corporate governance is also available online at www.krones.com. KRONES recognises its responsibilities For KRONES, the German Corporate Governance Code is an integral part of governance.
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Principles of Corporate Governance Johnson & Johnson is governed by the values set forth in Our Credo, created by General Robert Wood Johnson in 1943. These values have guided us for many years and will
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HEICO CORPORATION CORPORATE GOVERNANCE GUIDELINES ROLE AND FUNCTIONS OF THE BOARD OF DIRECTORS The role of the Board of Directors (the "Board") with respect to corporate governance is to oversee and monitor