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Company | Group Management | Group Financial | Corporate Governance | Report of the | Boards/Mandates | Additional Information<br />
Report Statements Supervisory<br />
Board<br />
Bertelsmann sees environmental and climate protection as a<br />
key aspect of its corporate responsibility. Climate change presents<br />
one of the greatest challenges of the twenty-fi rst century.<br />
It is with this in mind that the Bertelsmann Executive Board<br />
introduced a climate protection strategy in 2008. One element<br />
of this strategy is a Group-wide climate balance sheet, which<br />
was compiled for the fi rst time in 2009 and included some<br />
1.5 million tons of greenhouse gas emissions (CO 2 equivalents).<br />
An auditing fi rm reviewed the quality with which the<br />
climate balance sheet was compiled: the procedure for collecting<br />
Group-level data and the methodology used in calculating<br />
the carbon footprint. Th e audit found that the procedure meets<br />
the customary, relevant standards and methods currently in<br />
practice. Th e climate balance sheet is the key starting point for<br />
eff orts to reduce carbon dioxide and other greenhouse gases.<br />
Other elements of the climate protection strategy include notifying<br />
and involving employees and external stakeholders to a<br />
greater extent and identifying so-called “green business models.”<br />
An international body made up of environmental experts<br />
from all divisions is responsible for implementing the strategy<br />
and other environmental and climate protection concepts and<br />
programs.<br />
Other Information<br />
Annual General Meetings<br />
On May 5, 2009, the Bertelsmann AG Ordinary General Meeting<br />
approved the appointment of Christa Gomez, deputy chair<br />
of the Corporate Works Council, to the Supervisory Board.<br />
Ms. Gomez succeeds the deceased Supervisory Board member<br />
Oswald Lexer. Details concerning changes in the makeup of the<br />
Supervisory Board are provided in the report by the Supervisory<br />
Board on page 154.<br />
Bertelsmann Annual Report 2009<br />
Signifi cant Events After the Balance Sheet Date<br />
On February 2, 2010, Bertelsmann asked the holders of the<br />
2001 profi t participation certifi cates to submit off ers to sell<br />
at a rate of 180 percent. When the off er expired on February<br />
22, 2010, the company had received offers to sell for<br />
2001 profi t participation certifi cates with a nominal value of<br />
€214.3 million, 43 percent of the outstanding volume.<br />
Bertelsmann accepted all offers to sell on February 23,<br />
2010. The previous maximum nominal buyback figure of<br />
€150 million was raised to €214.3 million in accordance with the<br />
conditions of the off er. Th e total purchase price therefore came to<br />
€385.7 million. Th e purpose of this initiative is to simplify the<br />
capital structure, since the profi t participation certifi cate has<br />
lost its original function as an equity instrument. Irrespective<br />
of the outcome of the public off er, Bertelsmann indicates its<br />
intention to buy back other outstanding profi t participation<br />
certifi cates on the market at a later time.<br />
Also in early February 2010, French RTL Group subsidiary<br />
M6 exercised a put option, selling its 5.1-percent investment<br />
in the French pay TV channel Canal Plus to Vivendi SA for<br />
€384 million.<br />
In February 2010, Bertelsmann AG’s Italian subsidiary<br />
Società Holding Industriale di Grafi ca S.p.A. agreed, in a preliminary<br />
contract with the Italian publishing company Arnoldo<br />
Mondadori S.p.A. to sell its 50 percent interest in Mondolibri<br />
S.p.A. Mondadori already holds 50 percent of Mondolibri, the<br />
Italian book club operated together with Bertelsmann.<br />
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