ProSiebenSat.1 believes that sustained economic success in a competitive environment can only be achieved by ensuring that all action taken is in with the applicable laws. Therefore, preventing and violations of antitrust law are – alongside the topic areas of media law and data protection – highly relevant to business and represent important success factors for strengthening our market position and achieving our corporate goals. Anti-corruption and compliance with antitrust law are among the material non-financial aspects for the Group.

ProSiebenSat.1 Group has implemented a compliance management system (CMS) for this reason (Fig. 058). The main objective of the CMS is to ensure that all employs always think and act with integrity and in accordance with the law and thus to prevent law- and rule-breaking from the start. In view of its Group structure, ProSiebenSat.1 has established both a central and a decentralized compliance organization. The central organization is made up of the Compliance Board and the Group’s Chief Compliance Officer (CCO), who are assisted in the performance of their duties by experts from other areas, such as the Legal department. The Compliance Board and the CCO support and advise the Executive Board in implementing, monitoring, and updating the CMS. The CCO is responsible for the implementation of the CMS in the Group, carries out risk analyses and training, and advises the Executive Board on the development and implementation of appropriate measures to minimize risk. In addition, the CCO monitors legal developments and makes proposals for the further development of the CMS, including with regard to combating corruption and bribery and complying with antitrust law. The decentralized compliance organization is represented by Unit Compliance Officers (UCOs), who are appointed in Group entities. Overall responsibility for the CMS lies with the Executive Board of ProSiebenSat.1 Media SE as the parent company of ProSiebenSat.1 Group. Corporate Governance Report, Risk Report

058 / Central Compliance Organization

Central Compliance Organization (Graphic)

ProSiebenSat.1 Group has laid down basic guidelines and policies in its Code of Conduct. These requirements 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 Groups employees for dealing with each other and with external stakeholders. We are convinced that our business success 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.

Performing a systematic and standardized risk analysis for compliance risks represents an important foundation of the CMS. Based on the relevance analysis, a compliance risk assessment is then performed in a second step. The Executive Board supports this process by providing a suitable compliance organization and adequate, efficient compliance programs. These include advice, training, and measures derived from guidelines. The CMS is continuously developed, improved, and reviewed. In order to obtain an independent, external assessment the audit firm KPMG reviewed the CMS for the sub-areas of antitrust law, anti-corruption provisions, media law, and data protection law in accordance with IDW auditing standard 980. The review of the appropriateness, implementation, and effectiveness of the holding company ProSiebenSat.1 Media SE’s CMS for the first half-year in 2017 was completed on December 20, 2017.

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). In 2017, as in the previous year, there are no corruption incidents or charges of corruption against the Group or ProSiebenSat.1 employees known.

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). As in 2016, there were no new proceedings or incidents relating to antitrust law known in the past financial year. Since 2008, a civil suit has been pending with RTL 2 Fernsehen GmbH & Co. KG and El Cartel Media GmbH & Co. KG. Sustainability Report 2016

Compliance is part of corporate governance. It refers to compliance with laws, directives, and voluntary codes within the company.
Corruption is ‘the abuse of entrusted power for private gains´ and can be instigated by individuals or organizations. In the Guidelines, corruption includes practices such as bribery, facilitation payments, fraud, extortion, collusion, and money laundering. It also includes an offer or receipt of any gift, loan, fee, reward, or other advantage to or from any person.