Good corporate governance is a foundation attribute for a healthy organisation.
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, two executive directors and 10 non-executive directors, five of whom are independent.
The mandates of the non-executive directors were renewed at the Annual Shareholders meeting on 28 April 2021 for a period of three years, except for James Singh whose mandate was renewed for one year. The mandates of the executive directors were also renewed at the Annual Shareholders meeting on 28 April 2021 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 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 every 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 decisions 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 six non-executive directors, four of whom are independent.
For more information, please see Audit Committee.
The Audit Committee monitors the financial reporting process, the statutory audit of the legal and consolidated accounts, the independence of the external auditors, the effectiveness of the Group’s internal controls, the compliance programme, and the Group’s risks. The Audit Committee reviews the Group’s financial disclosures and submits a recommendation to the Board of Directors regarding the appointment of the Group’s external auditors.
The Nomination and Compensation Committee is composed of four non-executive directors, two of them being an independent director.
For more information, please see Nomination and Compensation Committee.
The Nomination and Compensation Committee consults with the CEO and gives prior consent on the appointment and removal of executive directors and senior management, makes a proposal to the General Meeting of Shareholders on the appointment and removal of the non-executive directors, and establishes the Group’s compensation policy.
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.
At the latest meeting, the General Meeting of Shareholders decided, on a proposal from the Board of Directors, to renew the term of office for a period of one year KPMG Luxembourg, Société anonyme as statutory auditor for the statutory and consolidated accounts.
Responsible and ethical behaviour toward employees, business partners, society and the environment is an integral part of RTL Group’s values. The Code of Conduct outlines binding minimum standards for responsible behaviour and serves as a common guideline for the decisions and actions on a daily basis.
More details can be found in our Compliance section.