Transparency and independence
The basic rules for the dual management and supervisory system are defined in ProSiebenSat.1 Media SE’s articles of incorporation and in the rules of procedure for the Executive Board and Supervisory Board. The German Corporate Governance Code (Deutscher Corporate Governance Kodex — DCGK) also establishes a standard for transparent control and management of the Company, which is particularly aligned to the interests of the shareholders. Many of the principles contained in the DCGK have already been practiced at ProSiebenSat.1 for a long time. In accordance with the recommendation of Item 5.6 of the DCGK, the Supervisory Board conducts regular efficiency reviews. The major points of examination include the Supervisory Board’s view of its own mission, the organization of its activities, the independence of its members, the handling of potential conflicts of interest, and the composition of its committees.
ProSiebenSat.1 Group follows a policy of compliance. The Executive Board believes that sustained economic success in a competitive environment can only be achieved by ensuring that all action taken is in compliance with the applicable laws. In the following, we report on the fields of law identified as particularly relevant for ProSiebenSat.1 Group. The prevention of corruption and violations of antitrust law and media law are important success factors for the market position and the attainment of the targeted corporate objectives. Due to the increasing →digitalization of our business operations, data protection forms another central pillar of the compliance management system (CMS). Compliance with legal requirements for other fields of law relevant to ProSiebenSat.1 Group is addressed via separate governance systems.
Anti-corruption: ProSiebenSat.1 aims to create transparency in its dealings with customers, suppliers and authorities in order to meet international standards for combating corruption and national and local requirements for combating corruption and bribery.
Antitrust law: With regard to antitrust law, the CMS at ProSiebenSat.1 covers the prevention of agreements and concerted practices that may adversely affect competition (Section 1 of the German Act against Restraints of Competition (GWB), Art. 101 of the Treaty on the Functioning of the European Union (TFEU)) and the prevention of the abuse of a dominant market position (Section 19 GWB, Art. 102 TFEU).
Media law: The requirements of the CMS according to media law concern licensing requirements, journalistic independence, the separation of advertising and programming, requirements for product placement, requirements according to laws for the protection of young people and the prevention of surreptitious advertising or the broadcast/distribution of illegal advertising. To protect journalistic independence and fundamental journalistic conditions, ProSiebenSat.1 Group formulated guidelines back in 2005 that all program creators in Germany are obliged to uphold.
Questions & Concerns
The dialogue with our customers, employees and business partners is important to us and additional to The Code of Conduct an essential component of our compliance management system. Therefore, if you have questions or concerns about our compliance management, please let us know:
Moritz von Merveldt
Chief Compliance Officer
In the field of youth protection, ProSiebenSat.1 Group makes sure that programming on TV and online is age-appropriate. They work independently of the management and ensure that content which is inappropriate for children is broadcast only at the legally prescribed broadcasting times. They also guarantee technical methods of protection regarding the distribution of unsuitable content on the internet. Youth protection officers are therefore involved early on in the production and purchase of programs at ProSiebenSat.1. At an early stage, they assess screenplays, accompany productions and formats and compile reports. Independently, ProSiebenSat.1 Group’s TV and online editors receive regular training on youth protection requirements. In addition to internal guidelines and training, we are also committed to protecting young people via various organizations.
For a media company like ProSiebenSat.1, data protection is of particularly high importance, especially in light of advancing digitalization and new forms of advertising such as addressable TV. In February 2016, a one-day data protection summit was held in Munich for the first time. The participants comprised internal and external data protection officers from the consolidated entities of ProSiebenSat.1 Group. Together with expert speakers, they discussed in particular the latest data protection issues and implementation within ProSiebenSat.1 Group.
Joint Remuneration Agreements
Bundesverband der Film- und Fernsehregisseure e.V. ("BVR") and Bundesverband der Film- und Fernsehschauspieler ("BFFS") have each entered into so-called "Gemeinsame Vergütungsregeln" (Joint Remuneration Agreements within the meaning of Sections 32a and 36 Urheberrechtsgesetz [German Copyright Act]) with ProSiebenSat.1 TV Deutschland GmbH on July 1, 2013. Besides, Verband Deutscher Drehbuchautoren e.V. ("VDD") has entered into "Gemeinsame Vergütungsregeln" with ProSiebenSat.1 TV Deutschland GmbH on June 3, 2014. In addition, the German Society of Cinematographers has entered into "Gemeinsame Vergütungsregeln" with ProSiebenSat.1 TV Deutschland, on August 17, 2016. Those "Gemeinsame Vergütungsregeln" are the first joint remuneration agreements for fictional TV productions and constitute further payments for TV productions commissioned or predominately financed by ProSiebenSat.1.