FAQ
How is the shareholder structure and the distribution of voting rights of Bertelsmann AG organized?
Foundations (Bertelsmann Stiftung, RM Stiftung, BVG Stiftung) indirectly hold 80.9 percent of Bertelsmann AG shares, with the other 19.1 percent held indirectly by the Mohn family. Bertelsmann Verwaltungsgesellschaft (BVG) controls all voting rights at the Bertelsmann AG Annual General Meeting.
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 AG.
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 AG General Meeting. The BVG is managed by a steering committee that consists of three members of the family Mohn and three elected non-family members. The BVG’s mandate is to uphold the interests of the Bertelsmann Stiftung foundation and the Mohn family as Bertelsmann AG 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 AG 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 AG – even as a privately held stock corporation with a limited circle of shareholders – 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 AG, apply to publicly held enterprises with large numbers of shareholders. Bertelsmann AG 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 AG regulated?
Bertelsmann AG is a German stock corporation. The corporate governance at German stock corporations expects a separation of the business management and supervisory functions. The Executive Board of Bertelsmann AG 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 a Supervisory Board, 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. The members of the Supervisory Board are appointed by the shareholders' meeting.
What criteria are used to select members of the Supervisory Board?
The members of the Supervisory Board are appointed by the shareholders' meeting. According to the articles of assosiation the Supervisory Board of Bertelsmann AG is composed of 15 members. 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.
