Change of legal form from Bertelsmann AG to Bertelsmann SE & Co. KGaA
The change of legal form from Bertelsmann AG to Bertelsmann SE & Co. KGaA, a partnership limited by shares (KGaA), was completed on August 20, 2012. KGaA is a proven legal form for businesses owned by families or foundations that is widely used in Germany. On May 4, 2012, the Annual General Meeting of Bertelsmann AG resolved upon the Group’s proposed change of legal form. The change came into effect and was officially completed with its entry into the commercial register on August 20, 2012. This change in legal form effectively preserves the Group’s identity. The conditions of ownership and the structure of the Group will remain unchanged. The boards of Bertelsmann SE & Co. KGaA as well as the management and supervisory structures are explained below.
Corporate management and supervision
As a KGaA, the business is managed by a personally liable partner (General partner). In the case of Bertelsmann SE & Co. KGaA, the Bertelsmann Management SE, represented by its Executive Board, is responsible for the management of the business.The statutory bodies consist of the Supervisory Board and the General Meeting at the KGaA level, and the Executive Board, Supervisory Board, and the General Meeting at the level of the managing general partner (SE).
The Supervisory Board of the KGaA is elected by the limited partners at the General Meeting. Bertelsmann Verwaltungsgesellschaft mbH (BVG) controls 100 percent of the voting rights at the General Meeting of the KGaA. As well as supervising the management of the business by the general partner, the Supervisory Board of the KGaA has extensive notification and supervision rights and also forms the Audit Committee.
The members of the Bertelsmann Management SE Supervisory Board are appointed by the General Meeting of Bertelsmann Management SE. The voting rights at the General Meeting of Bertelsmann Management SE are exercised by the BVG. The Supervisory Board of Bertelsmann Management SE supervises the Executive Board and advises it on strategic matters and important business transactions.
The Executive Board is responsible for independently managing the company.
What does SE & Co. KGaA mean?
SE & Co. KGaA is a partnership limited by shares (KGaA) with a European corporation (SE) as a personally liable partner (General Partner). The personally liable partner is responsible for the management and the representation of the KGaA.
What are the reasons for the change of legal form?
SE & Co. KGaA is a widely used and proven legal form for businesses owned by families or foundations in Germany. This structure safeguards the influence of the owning family and at the same time offers strategic flexibility through improved funding options. The SE as the managing General Partner reinforces the Group’s global orientation.
When was the change of legal form resolved upon?
On May 4, 2012, the General Meeting of Bertelsmann AG resolved upon the change of legal form. The change came into effect and was officially completed with its entry into the commercial register on August 20, 2012.
How will the change of legal form affect employees, customers and investors?
This is a change of legal form that effectively preserves the corporate identity. The conditions of ownership of the corporation and the structure of the group will remain unchanged and the existing legal relationships between Bertelsmann and third parties shall remain intact. The change will not therefore affect employees, customers or investors (including owners of Bertelsmann Profit Participation Certificates).
Will the company headquarters change?
The headquarters of Bertelsmann SE & Co. KGaA – like Bertelsmann AG – will remain in Gütersloh.
Will the change of legal form have any implications for future Corporate Governance?
The current standards of Corporate Governance and transparency applied within the Group shall continue unchanged.
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