Nomination and Compensation Committee

The Nomination and Compensation Committee is composed of non-executive directors, one of them being an independent director.

Martin Taylor *

Vice Chairman of the Board of RTL Group
Chairman of the Nomination and Compensation Committee of RTL Group

Martin Taylor (born in 1952) began his career as a financial journalist with Reuters and the Financial Times. He then joined Courtaulds PLC, becoming a director in 1987, then Chief Executive of Courtaulds Textiles PLC on its demerger in 1990. He moved to Barclays PLC in 1993 as Chief Executive, a post he held until the end of 1998. From 1999 to 2003 he was Chairman of WH Smith PLC, and from 1999 to 2005, International Advisor to Goldman Sachs. From 2005 until 2013, he was Chairman of the Board of Syngenta AG.

He has done various pieces of work for the British Government and served for five years as a member of its Council for Science and Technology. In April 2013, he was appointed an external member of the Financial Policy Committee of The Bank of England. Appointed as independent non-executive Director in July 2000 (when RTL Group was created), he took over the responsibilities of Vice-Chairman of the Board in December 2004.

* independent Director

Thomas Rabe

Chairman of the Board of Directors

Thomas Rabe, born in 1965, holds a diploma and a doctorate in Economics from the University of Cologne (Germany). He started his career in 1989 at the European Commission in Brussels. From 1990 to 1996 he held various senior positions at Forrester Norall & Sutton (now White & Case) in Brussels as well as the state privatisation agency Treuhandanstalt and a venture capital fund in Berlin. In 1996, he joined Cedel International (Clearstream, following the merger with Deutsche Börse Clearing) where he was appointed Chief Financial Officer and member of the Management Board in 1998.

In 2000, Thomas Rabe became Chief Financial Officer and member of the Executive Committee of RTL Group. In March 2003 he was also appointed Head of Corporate Centre with responsibilty for the Luxembourgish activities of RTL Group. He was Chief Financial Officer and Head of the Corporate Centre of Bertelsmann AG from January 2006 until 31 December 2011. Since 1 January 2012 Thomas Rabe has been Chairman and CEO of Bertelsmann AG, now Bertelsmann SE & Co KGaA.

Rolf Schmidt-Holtz

Business founder and investor


Rolf Schmidt-Holtz, born in 1948 in Martinsreuth, Germany, is an examined lawyer and studied political science and psychology. Rolf Schmidt-Holtz has been an independent business founder and investor since April 2011. He was CEO of Sony Music Entertainment from February 2006 (until October 2008 Sony BMG Music Entertainment) to March 2011. Prior to this appointment, he served the company as Chairman of the Board from August 2004.

From January 2001 to August 2004, he was Chairman and CEO of Bertelsmann Music Group (BMG). At the same time, Rolf Schmidt-Holtz was a member of the Bertelsmann AG Executive Board (from 2000) and headed the BMG division, which consisted of the Sony BMG Music Entertainment joint venture and BMG Music Publishing. He also served the Bertelsmann Board as Chief Creative Officer. Schmidt-Holtz was also a member of the Supervisory Boards of Gruner + Jahr and RTL Group. He is a member of the Bertelsmann foundation’s Board of Trustees.

Prior to BMG, Schmidt-Holtz served as Chief Executive Officer of CLT-UFA. He later oversaw the merger of CLT-UFA with Pearson Television to form the RTL Group. He is Co-Founder and Chairman of Just Software AG and Co-Founder and Partner of Hanse Ventures GmbH.

* independent Director

Mission

The Chief Executive Officer shall consult with an obtain the prior consent of the Nomination and Compensation Committee concerning his proposals to the Board of directors in respect of the directors to be appointed or removed as Executive Board Members by the Board of directors. For the avoidance of doubt the Nomination and Compensation Committee itself shall have no power to propose to the Board Member.

The Nomination and Compensation Committee shall make a proposal to the General Meeting of Shareholders on the appointment and removal of the non-executive directors.

The Nomination and Compensation Committee shall establish the Group’s compensation policy (including compensation granted under employee share option arrangements).

The Nomination and Compensation Committee shall be also involved in the appointment, remuneration and dismissal process of senior executives.

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