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154 Report of the Supervisory Board
Report of the Supervisory Board
GUNTER THIELEN
Chairman of the Supervisory Board of Bertelsmann AG
Advising and Monitoring the Executive Board
In fi scal year 2009 the Supervisory Board diligently fulfi lled the
duties incumbent upon it by law and under the articles of association
and bylaws. Its members regularly advised and monitored
the Executive Board in its management of the company.
Th e Supervisory Board was directly involved at an early stage
in all important company decisions and transactions, and discussed
and reviewed these at length on the basis of reports from
the Executive Board. Th e Executive Board properly disclosed to
the Supervisory Board all transactions requiring Supervisory
Board approval pursuant to applicable law, the Bertelsmann AG
articles of association or the bylaws. Th e Supervisory Board
voted on the approval of these actions following thorough
review and consultation.
Th e Supervisory Board was kept regularly informed by the Executive
Board through timely and comprehensive written and
verbal reporting. Reporting concerned, but was not limited to,
the position and operating results of the company, especially
the current business situation, material business transactions
such as planned investments and divestitures, the staffi ng
situation and fundamental corporate planning and strategy
issues. Instances where business performance deviated from
offi cial projections and targets were discussed in detail with
the Supervisory Board, which reviewed these matters on the
basis of the documentation submitted. Th e Supervisory Board
obtained regular information concerning fi nancial debt levels
and scheduled debt repayment. Th e risk situation and risk management
were also a focus. Th e Supervisory Board reviewed
the eff ectiveness of the Group-wide risk management system,
hearing regular reports from the Executive Board.
Th e Supervisory Board extensively discussed and coordinated
the strategic growth strategy of the company and signifi cant
business transactions with the Executive Board. Th e Supervisory
Board also monitored and carefully followed corporate
governance and compliance developments at Bertelsmann
on an ongoing basis. Th e Executive Board and the Supervisory
Board report jointly on corporate governance and compliance
at Bertelsmann on pages 152–153.
Supervisory Board Committees
Th e Supervisory Board has established three committees in the
interest of conducting its work effi ciently. With the exception
of the Audit and Finance Committee, the Supervisory Board
Chairman chairs all the committees. Th ese committees prepare
the topics to be addressed during the Supervisory Board’s plenary
meetings. Th e committee chairs report on the work carried
out by their respective committees to the Supervisory Board at
the next plenary meeting. Th e committees were empowered
with Supervisory Board decision-making authority as permitted
by law. In addition to these committees, there is a Working
Group of Employee Representatives on the Supervisory Board.
Th is arrangement has proven to be an excellent aid to the
Supervisory Board’s practical work.
Bertelsmann Annual Report 2009