Corporate Governance

For the Executive Board and Supervisory Board of ProSiebenSat.1 Media SE, good corporate governance — and therefore compliance — is an essential component of responsible, transparent management and control, oriented to long-term value creation. The basic rules for the dual management and supervisory system are defined in ProSiebenSat.1 Media SE’s articles of incorporation and in the rules of procedure for the Executive Board and Supervisory Board. The German Corporate Governance Code (Deutscher Corporate Governance Kodex — DCGK) also establishes a standard for transparent control and management of the Company, which is particularly aligned to the interests of the shareholders. Many of the principles contained in the DCGK have already been practiced at ProSiebenSat.1 for a long time. In accordance with the recommendation of Item 5.6 of the DCGK, the Supervisory Board conducts regular efficiency reviews. The major points of examination include the Supervisory Board’s view of its own mission, the organization of its activities, the independence of its members, the handling of potential conflicts of interest, and the composition of its committees. [DMA, G4-15]

In addition to efficient structures and processes for good governance, ProSiebenSat.1 Group places great value on openness and clarity in communication. This is an important requirement for maintaining and increasing the confidence of external stakeholders and our employees in the Group. Our public relations and investor relations work is aligned to the transparency guidelines of the DCGK. We communicate fully, promptly and frankly with journalists, investors, analysts, shareholders and interested members of the public. For us, equal treatment of all players is a matter of course. We provide detailed information in German and English about our business activities, the ProSiebenSat.1 stock and the financial results on our Group website www.ProSiebenSat1.com.

In our Annual Report — published most recently on March 16, 2017 — we report comprehensively on corporate governance at ProSiebenSat.1. Every year, it includes

• the Corporate Governance Report,
• the Management Declaration pursuant to Section 289a of the German Commercial Code and
• the Declaration of Compliance of the Executive Board and the Supervisory Board of ProSiebenSat.1 Media SE with the German Corporate Governance Code pursuant to Section 161 of the German Stock Corporation Act.