FAQ
How is the shareholder structure and the distribution of voting rights of Bertelsmann SE & Co. KGaA organized?
Bertelsmann SE & Co. KGaA is a capital-market-oriented but unlisted partnership limited by shares. Foundations (Bertelsmann Stiftung, RM Stiftung, BVG Stiftung) indirectly hold 80.9 percent of Bertelsmann SE & Co. KGaA shares, with the other 19.1 percent held indirectly by the Mohn family. Bertelsmann Verwaltungsgesellschaft (BVG) controls all voting rights at the Annual General Meeting of Bertelsmann SE & Co. KGaA and Bertelsmann Management SE (General Partner).
What does the Bertelsmann Stiftung do?
The Bertelsmann Stiftung is an independent, non-profit foundation. It is an organization that works operatively and conceptually to identify social problem areas and to develop and implement solutions. Its projects focus on education, economic and social affairs, democracy, civil society and international understanding. The Foundation finances its business operations mainly through the dividends it receives from its indirect stake in Bertelsmann SE & Co. KGaA.
What function does the Bertelsmann Verwaltungsgesellschaft (BVG) have and who are its shareholders?
The BVG controls 100 percent of the voting rights at the Bertelsmann SE & Co. KGaA Annual General Meeting. The BVG’s mandate is to uphold the interests of the Bertelsmann Management SE as the General Partner, the Bertelsmann Stiftung foundation and the Mohn family as Bertelsmann SE & Co. KGaA limited shareholders, and to safeguard the continuity of the company’s management and Bertelsmann’s distinctive corporate culture.
What role does corporate governance play at Bertelsmann AG?
Bertelsmann SE & Co. KGaA as well as Bertelsmann Management SE attributes great value to good corporate governance, which is dedicated to the goal of long-term value enhancement. Since going into effect, the guidelines and recommendations of the German Corporate Governance Codex have been a standard for the business management and supervision at Bertelsmann. The internal guidelines and processes for the Executive Board, the Supervisory Board and the shareholders' meeting as well as the standards for accounting and transparency are measured against this standard. Bertelsmann – even unlisted – has decided to adopt with only few exceptions the recommendations of the German Corporate Governance Codex, which is oriented towards publicly listed companies. Exceptions are made, especially in respect to those code guidelines which, in the opinion of Bertelsmann, apply to publicly held enterprises with large numbers of shareholders. Bertelsmann therefore largely complies with the standards for good and responsible corporate governance of listed companies set by the German Corporate Governance Codex.
How is the corporate governance at Bertelsmann SE & Co. KGaA regulated?
Bertelsmann SE & Co. KGaA is a partnership limited by shares (KGaA) with a European corporation (SE) as a General Partner. The corporate governance expects a separation of the business management and supervisory functions. The Bertelsmann Management SE represented by its Executive Board is solely responsible for the management of the company. The members of the Executive Board jointly carry the responsibility for the management. The Executive Board is appointed by the Supervisory Board of Bertelsmann Management SE, which – exclusively obligated to serve the corporate interest – is independent and not bound by instructions in its decision-making process. The Supervisory Board supervises the Executive Board and consults the latter in important business matters. Additionally the Supervisory Board of the KGaA supervises the group management by the personally liable partner. The members of both Supervisory Boards are appointed in their respective Annual General Meeting.
What criteria are used to select members of the Supervisory Board?
The members of the Supervisory Board of the SE and the KGaA are appointed by their respective shareholders' meeting. The Supervisory Board of Bertelsmann SE & Co. KGaA is composed of representatives of the family, experienced entrepreneurial personalities and - on a voluntary basis- employees from group companies. Members of the Bertelsmann Management SE Supervisory Board are representatives of the family and experienced entrepreneurial personalities. Correspondent to the worldwide activities of Bertelsmann the Supervisory Board is composed internationally. Bertelsmann assigns great importance to the work and capacity of the Supervisory Board. This is reflected in the specific expertise of its individual members.
