Anti-Corruption and Antitrust Law

ProSiebenSat.1 believes that sustained economic success in a competitive environment can only be achieved by ensuring that all action taken is in compliance with the applicable laws. Therefore, preventing corruption and violations of antitrust law is highly relevant to our business and represents an important success factor for strengthening our market position and achieving our corporate goals. ProSiebenSat.1 Group has implemented a compliance management system (CMS) for this reason. Performing a systematic and standardized risk analysis for compliance risks represents an important foundation for the CMS. Based on the relevance analysis, a compliance risk assessment is then performed as a second step. The Executive Board supports this process by providing a suitable compliance organization as well as adequate and efficient compliance programs. Moreover, the Executive Board provides the Supervisory Board with prompt and complete information on compliance issues, both in writing and at the Supervisory Board’s quarterly meetings. The Chief Compliance Officer is responsible for the implementation of the CMS in the Group, carries out the risk analyses and training, and advises the Executive Board on the development and implementation of appropriate measures to minimize risk. [GRI 103-2, GRI 205-1] Sustainability at ProSiebenSat.1

The CMS also stipulates risk-based selection of business partners. To this end, a compliance check was integrated in the ordering process in 2016. For certain types of goods, the buyer must explicitly confirm in the existing tool that the order does not display any abnormalities, such as a cash transaction. In addition, a supplier self-assessment has been integrated in ProSiebenSat.1’s e-sourcing portal, in which new suppliers must confirm when they register that there is no legal reason not to commission them. The wording of the self-declaration was adjusted again in the reporting period and is now based on section 123 of the German Act against Restraints of Competition (GWB), which defines the mandatory criteria for exclusion for public contracting entities. [GRI 205-2]

ProSiebenSat.1 Group has laid down fundamental guidelines and procedures in its Code of Conduct. The stipulations therein define the general standards for conduct in business, legal and ethical matters. They serve as a binding reference and regulatory framework for all members of the Executive Board, the management, and the employees of the Group for dealing with each other and with external stakeholders. We are convinced that our business success also depends on the trust of our customers, business partners, and shareholders in our independence and integrity. Adherence to high ethical standards and our overall social commitment are therefore just as crucial as compliance with all relevant laws. [GRI 102-16, GRI 103-2]

The Code of Conduct also explicitly calls on employees to go to their supervisors, the Unit Compliance Officers or the Chief Compliance Officer with questions, concerns, or tip-offs about rule-breaking. The contact partners’ details are available in the Code itself and on the intranet. The Code explicitly assures potential whistleblowers that tip-offs given in good faith will not be sanctioned even if the suspicion of a compliance violation later proves to be unfounded. Whistleblowers are additionally protected because the Code was not just imposed unilaterally by the employer, but was enacted as a works agreement with the works council. The Executive Board has also resolved to give employees the opportunity to report legal violations anonymously via an ombudsperson in the future. [GRI 103-2] Interview “Anti-Discrimination”

At ProSiebenSat.1 Group, comprehensive training is offered on compliance issues, which includes both an e-learning program and classroom training. The online training, which is offered in English and German and is mandatory for all employees, is intended to provide a basic understanding of the main compliance risks. Youth protection and the General Act on Equal Treatment (AGG) are new online training topics in 2017. The classroom training is targeted at “risk groups” and is carried out by Legal Affairs, Group Compliance, HR Law, Corporate Information Security, the Data Protection Officer and the Youth Protection Officer for their individual areas. In addition, ProSiebenSat.1 and the P7S1 Academy offer all-day seminars for the managers of affiliated companies in order to give them a comprehensive overview of their rights and obligations. [GRI 103-2, GRI 205-2]

ProSiebenSat.1 aims to create transparency in its dealings with customers, suppliers, and public authorities in order to comply with international anti-corruption standards as well as national and local regulations on combating corruption and bribery. The CMS therefore extends to the prevention of acts of corruption, particularly in relation to the criminal offenses of offering or accepting bribes in business dealings (section 299 et seq. of the German Criminal Code (StGB)), granting benefits to public officials (section 333 StGB) and bribing public officials (section 334 StGB). With regard to antitrust law, the CMS at ProSiebenSat.1 covers the prevention of agreements and concerted practices liable to impede competition (section 1 of the German Act against Restraints of Competition (GWB), Art. 101 of the Treaty on the Functioning of the European Union (TFEU)) and the prevention of abuse of a dominant market position (section 19 GWB, Art. 102 TFEU). In the reporting period, no investigations against ProSiebenSat.1, investments or employees of ProSiebenSat.1 due to violations of antitrust law or corruption offenses came to light. No fines or penalties were imposed. Since 2008, a civil lawsuit has been pending with RTL 2 Fernsehen GmbH & Co. KG and El Cartel Media GmbH & Co. KG. [GRI 103-1, GRI 103-2, GRI 205-3, GRI 206-1]