Values

Company | Group Management | Group Financial | Corporate Governance | Report of the | Boards/Mandates | Additional Information
Report Statements Supervisory
Board
Th e Personnel Committee is comprised of three other Supervisory
Board members in addition to the Supervisory Board
Chairman, who chairs the committee. In accordance with its
mandate, the Personnel Committee supported the Supervisory
Board in reviewing important personnel-related decisions,
management continuity issues and fundamental issues
concerning management hierarchies and human resources.
Th e Personnel Committee passed resolutions on behalf of
the Supervisory Board concerning Executive Board member
employment contract provisions, while the remuneration was
stipulated by the Supervisory Board’s plenary meetings. Th e
Personnel Committee also has taken on the task of a Nomination
Committee, in which capacity it recommends to the
Supervisory Board suitable candidates for endorsement at the
Annual General Meeting.
Th e Audit and Finance Committee is currently composed of
fi ve members; the Supervisory Board Chairman is not a member
of this committee. Th e Supervisory Board Vice Chairman
chairs this committee. In particular, and in accordance with
its mandate, the Audit and Finance Committee discussed issues
of corporate fi nancing and fi nancial planning, accounting,
risk management and auditor independence. Th e Audit and
Finance Committee is additionally responsible for hiring an
auditor and, in this connection, for establishing the focuses
of the audit as well. Th e Audit and Finance Committee furthermore
made a recommendation to the Supervisory Board
supporting the latter’s proposal to the Annual General Meeting
concerning the choice of auditor for the fi scal year 2009. Th is
included monitoring the independence and qualifi cations of
the auditor and the additional services performed by him as
well as the stipulation of his fee. Th e Audit and Finance Committee
discussed initial fi ndings from the audit of the annual
fi nancial statements in a teleconference with the auditor. Th e
2009 Interim Report was extensively discussed with the committee
prior to publishing. During the year under review, the
Audit and Finance Committee dealt intensively with the Group’s
liquidity and fi nancial situation in the face of the economic
crisis. Th e Committee also thoroughly examined the impact
of the German Accounting Law Modernization Act (BilMoG),
Bertelsmann Annual Report 2009
the structure of the Internal Control System (ICS), the structure
and the conclusions of the internal audit department as well
as the continued development of corporate governance within
the Group; the Committee was kept continuously informed by
the internal audit department of its work. Th is year, monitoring
compliance and/or the development of compliance structures
in the Bertelsmann Group were again very important for the
Audit and Finance Committee. Th e Executive Board reported
regularly to the Supervisory Board on these issues and put forward
suggestions.
Th e Strategy and Investment Committee is currently composed
of eight members. Th e Supervisory Board Chairman chairs this
committee. Th e committee supported the Supervisory Board
in its strategic dialog with the Executive Board, addressing in
particular issues of strategic business planning, Group planning
and the evaluation of the planned investments and divestitures.
Within the framework established by the Supervisory Board, the
Strategy and Investment Committee took decisions concerning
said proposals. A key focus of the Committee’s work during the
year under review was to address the impact of the economic
crisis on the Group’s business performance. In order to do this,
the Committee asked for regular reports on the progress of the
cost-cutting measures defi ned by the Executive Board. In addition,
the Strategy and Investment Committee regularly investigated
growth initiatives pursued by the various divisions.
Th e Supervisory Board established a Working Group of Employee
Representatives alongside the Supervisory Board committees.
Th is Working Group facilitates the Executive Board’s
dialog with employee representatives on the Supervisory Board
about corporate culture issues as well as the preparation and
discussion of matters relevant to the Supervisory Board. Th e
creation of this Working Group is indicative of the special corporate
culture at Bertelsmann, and this idea has proven highly
productive in practice.
In its plenary meetings the Supervisory Board regularly heard
reports from the Executive Board on the current business and
fi nancial position of the Group and of individual divisions.
155