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152 Corporate Governance Corporate Governance at Bertelsmann Th e recognized standards set forth by the German Corporate Governance Code in the version dated June 18, 2009 form the basis for Bertelsmann AG’s guidelines on good corporate governance. Striving to achieve modern, responsible corporate governance is part of Bertelsmann’s identity and an important element of its corporate culture. Corporate management: transparent structures and clear decision-making processes Th e Bertelsmann AG Executive Board is responsible for independently managing the company. It provides the Supervisory Board with regular, prompt and comprehensive reports on all matters that are signifi cant to the company’s planning, business development, fi nancial and earnings position, risk situation and risk management. Th e Supervisory Board monitors the Executive Board and advises it on strategic matters and signifi cant business operations. Th e Executive and Supervisory Boards work in close cooperation and are therefore able to reconcile the demands of eff ective corporate governance with the need for rapid decision-making. Fundamental matters of corporate strategy and its implementation are discussed openly and coordinated in joint sessions. Any signifi cant measures to be taken by the Executive Board are subject to the approval of the Supervisory Board. Th e shareholders exercise their rights and vote at the Annual General Meeting. Th e Annual General Meeting votes on amendments to the articles of association and the appropriation of net income, for example, and elects members to the Supervisory Board. Th e members of the Executive Board are appointed by the Supervisory Board. Th e members of both the Executive and Supervisory Boards are obliged to serve the company’s best interests in their work. For some time, an integral component of the Supervisory Board’s work at Bertelsmann has been the delegation of tasks to committees of experts. Th is serves to increase the monitoring effi ciency and advisory expertise of the Supervisory Board. In addition to the Personnel Committee, the Bertelsmann AG Supervisory Board has formed a Strategy and Investment Committee, an Audit and Finance Committee and a Working Group of Employee Representatives on the Supervisory Board. Th e Personnel Committee also performs the tasks of a Nomination Committee, in which capacity it recommends suitable candidates to the Supervisory Board for its proposed resolutions to the Annual General Meeting. Th e Audit and Finance Committee is also regularly involved in the accounting process and monitors the eff ectiveness of the internal control, risk management and internal auditing system. Th ese committees prepare the topics to be addressed during the Supervisory Board’s plenary meetings. Th e chairs of the committees then report to the plenary meetings on the work performed. Th e committees were also empowered with Supervisory Board decision-making authority as permitted by law. Th e breadth and range of responsibilities and tasks delegated to these committees is continuously reviewed through various evaluation processes. Th e appropriate size of the Supervisory Board and the professional expertise of its members, drawn from the diversity of Bertelsmann’s business units, are key factors in its eff ectiveness and independence. Th e Bertelsmann Stiftung foundation indirectly holds 77.4 percent of Bertelsmann AG shares, with the remaining 22.6 percent held indirectly by the Mohn family. Bertelsmann Verwaltungsgesellschaft (BVG) controls all voting rights at the Bertelsmann AG Annual General Meeting. BVG is responsible for upholding the interests of the Bertelsmann Stiftung and the Mohn family as Bertelsmann AG shareholders and ensuring the continuity of the company’s management and Bertelsmann’s distinctive corporate culture. BVG shareholders include three representatives of the Mohn family and three additional shareholders elected by the BVG shareholder meeting who are not members of the Mohn family. Bertelsmann AG is an unlisted company, with 100 percent of its voting rights in the Annual General Meeting controlled by BVG. Nonetheless, Bertelsmann AG’s corporate governance activities closely follow the recommendations of the German Bertelsmann Annual Report 2009
Company | Group Management | Group Financial | Corporate Governance | Report of the | Boards/Mandates | Additional Information Report Statements Supervisory Board Corporate Governance Code in the version published on June 18, 2009, which are primarily aimed at listed companies. Exceptions relate primarily to those guidelines which, in the opinion of Bertelsmann AG, apply to publicly held enterprises with large numbers of shareholders or anonymous shareholders. Th e individual remuneration and incentives paid to the members of the Bertelsmann AG Executive Board and Supervisory Board are not made public but are disclosed to the shareholders of Bertelsmann AG. Accordingly, no remuneration report is prepared. Compliance Social responsibility and correct conduct towards employees, customers, business partners and public authorities are key elements of Bertelsmann’s value system. Accordingly, Bertelsmann has always been fully committed to the principle of adhering to statutory provisions and internal regulations on the prevention of legal risks and their consequences. Th e Executive Board has continuously developed and expanded Bertelsmann’s compliance structure and organization over time, including during 2009. Th e Bertelsmann Code of Conduct, introduced in 2008, has been a core element in the individual, online and group training sessions off ered to employees worldwide. Th e training sessions focused on teaching the principles of the Code of Conduct, the importance of an open dialog in the workplace and the various channels through which whistleblowers can report any compliance violations. Th e vast majority of employees took part in these training sessions in 2009. Th ey will be continued and completed in 2010. Th e training sessions are conducted by the Ethics & Compliance department, whose other responsibilities include reviewing the reports received through the various whistleblower channels and coordinating the investigations. Th e Corporate Compliance Committee (CCC), established as part of the compliance organization, held regular meetings during the period under review. Th e responsibilities of the CCC include monitoring the follow-up on reports of compliance violations and the measures taken. Th e CCC submitted the Bertelsmann Annual Report 2009 annual compliance report to the Executive Board and advised the Executive Board on specifi c and general responses to violations and compliance activity. Th e Executive Board provided the Supervisory Board with regular status updates during fi scal year 2009 about compliance activity, especially the status of Code of Conduct training sessions. Th e Executive Board and CCC submitted their fi rst annual compliance report to the Supervisory Board. All the reports received were investigated, and appropriate actions were taken in response to compliance violations. Th e report also included suggestions for increasing the eff ectiveness of the measures that ensure compliance. Th e Executive Board Th e Supervisory Board 153
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Annual Report 2009 Digitization Inn
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Bertelsmann at a Glance Key Figures
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Corporate Divisions at a Glance RTL
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Content 8 - 23 175 Years of Bertels
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