The RTL Group Board of Directors recognises the importance of, and is committed to, high standards of corporate governance. The principles of good governance adopted by RTL Group have been applied in the following way. They are in line with the ten principles of corporate governance issued by the Luxembourg stock exchange.
The Company shall be managed by a Board of Directors made up of 14 Directors at maximum, who need not be shareholders and who are appointed by the General Meeting of the Shareholders for a term not exceeding six years.
The Board of Directors is currently composed by 12 members, three executive directors and nine non-executive directors, three of whom are independent.
The non - executive directors elected at the Annual Shareholders meeting of 18 April 2012 were appointed for a period of three years. The executive directors elected at the Annual Shareholders meeting of 18 April 2012 were appointed for a period of three years.
For more information on the members, see Board of Directors
The Board of Directors has the most extensive powers to manage the Company. It may take, in the interest of the Company, all acts of administration and of disposal, that are not reserved by law or the Article of Incorporation to the General Meeting of Shareholders.
The Chairman shall convene the Board of Directors to meet as often as the interests of the Company require and at least once ever three months. It shall meet whenever at least two directors so request.
All Board decisions shall be taken with a simple majority of the directors present or represented. In case of urgency, the directors may also take decision s by circular resolutions without physically meeting.
Conflict of interest
The members of the Board of directors are obliged to act in the interest of the Company and may not pursue any personal interests with their decision-making. In relation to any transaction, submitted for approval to the Board of directors or any committee of the Board of directors conflicting with that of the Company, a director having a personal interest shall notify the Board of directors or any committee of the Board of directors and shall not participate in any discussions or vote of the Board of directors or any committee of the Board of directors, and the decision shall be taken by simple majority of the voting directors.
Evaluation of performance
The Board of Directors evaluates its performance at regular intervals.
This evaluation is carried out by the Secretary. The General Counsel presents the results of the evaluation process to the Board and, if deemed useful, recommendations for improving its working.
The audit committee is composed of four non-executive directors, two of whom are independent.
For more information, please see Audit Committee
The Audit Committee shall have the authority to take all action to carry out the tasks and to co-operate with the external independent auditors and organise and supervise the internal control of the Company.
The Nomination and Compensation Committee is composed of four non-executive Directors, one of them being an independent director.
For more information, please see: Nomination and Compensation Committee
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.
In accordance with the Luxembourg law on commercial companies, the company’s annual and consolidated accounts are certified by an external auditor appointed by the Annual General Meeting of the Shareholders.
On 17 April 2013, the General Meeting of Shareholders decided, on a proposal from the Board of Directors, to appoint for a period of one year: Pricewaterhouse Coopers S.à r.l., as auditor for the statutory accounts and consolidated financial statements.
In compliance with the disclosure requirements of the regulatory authorities, the details of all transactions by members of the Board of Directors, the Executive Committee and by members of the Management, will be disclosed here below:
RTL Group respects “closed periods” around financial results announcements.
During the closed periods, Board members, Senior Management, employees and associates of RTL Group and its affiliates companies, as well as the persons closely associated with them are not allowed to buy or sell any shares issued by RTL Group, irrespective of whether they have inside information (i.e. information which is not public and which may have a significant impact on the price of the shares) or not. They are not allowed to convert any stock options, or exercise any stock option appreciation rights during these periods either.