THE BOARD - RTL Group

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EXECUTIVE DIRECTORSTHEBOARDThomas RabeC hief Ex ecutive Officer of RTL Group,C E O a n d Chairman of the BertelsmannMa nagem ent S E Ex ecutive BoardThomas Rabe, born in 1965, holdsa diploma and a doctorate in economicsfrom the University of Cologne, Germany.He started his career in 1989 at the European Commission in Brussels. From1990 to 1996 he held various senior positions at Forrester Norall & Sutton (nowWhite & Case) in Brussels, the stateprivatisation agency Treuhandanstalt, anda venture capital fund in Berlin. In 1996,he joined Cedel Inter national (nowClearstream), where he was appointedCFO and member of the ManagementBoard in 1998.In 2000, Thomas Rabe became CFO andmember of the Executive Committee ofRTL Group. In March 2003, he was alsoappointed Head of the Corporate Centre.With effect from 1 January 2006, ThomasRabe was appointed to the ExecutiveBoard of Bertelsmann AG as the Group’sCFO. From 2006 to 2008, he wasalso responsible for Bertelsmann AG’smusic business.Since 1 January 2012, Thomas Rabehas been CEO and Chairman ofthe Executive Board of Bertelsmann.In May 2019, Thomas Rabe was appointedmember of the Supervisory Board ofAdidas AG and has served as Chairmansince 11 August 2020.Elmar HeggenChief Operating Officer and D eputy Ch i e fEx ecutive Officer, RTL GroupElmar Heggen, born in 1968, holdsa diploma in business administration fromthe European Business School OestrichWinkel, and graduated with a Master ofBusiness Administration (MBA) in finance.In 1992, he started his career at the FelixSchoeller Group, becoming Vice Presidentand General Manager of Felix SchoellerDigital Imaging in the UK in 1999.Elmar Heggen first joined the RTL GroupCorporate Centre in 2000 as Vice President Mergers and Acquisitions.In January 2003, he was promoted toSenior Vice President Controllingand Investments. From July 2003 until December 2005 he was ExecutiveVice President Strategy and Controlling.Since January 2006, Elmar Heggen hasserved on the RTL Group ExecutiveManagement Team, and since 1 October2006 he has been CFO and Headof the Corporate Centre of RTL Group.In January 2018, Elmar Heggen wasappointed Deputy CEO of RTL Group, inaddition to his role as CFO.Since August 2019, Elmar Heggen hasbeen Chief Operating Officer and DeputyCEO of RTL Group.On 1 April 2019, Thomas Rabe wasappointed CEO of RTL Group.NATIONALITY: GERMANFIRST APPOINTED: 12 DECEMBER 2005(EFFECTIVE 1 JANUARY 2006)RE-ELECTED: 18 APRIL 2018MANDATES IN LISTED COMPANIES: MEMBER OF THESUPERVISORY BOARD OF ADIDAS AG, HERZOGENAURACH22RTL Group Annual Report 2020NATIONALITY: GERMANFIRST APPOINTED: 18 APRIL 2012RE-ELECTED: 18 APRIL 2018

The BoardNON-EXECUTIVE DIRECTORSMartin TaylorC h air ma nan d I n d e p e n dent Dir ecto rMartin Taylor, born in 1952, began his career as a financial journalist with Reutersand the Financial Times. He then joinedCourtaulds PLC, becoming a director in1987, then Chief Executive of CourtauldsTextiles PLC on its demerger in 1990.He moved to Barclays PLC in 1993 asChief Executive, a post he held until theend of 1998. From 1999 to 2003, hewas Chairman of WHSmith PLC, and from1999 to 2005, International Advisor toGoldman Sachs. From 2005 until 2013, hewas Chairman of the Board of Syngenta AG.From 2013 until March 2020, Martin Taylorserved as an external member of theFinancial Policy Committee of the Bankof England.He has worked on various projects forthe British Government and servedfor five years as a member of its Councilfor S cience and Technology. Appointedas I ndependent Non-Executive Directorin July 2000 (when RTL Group was created), he took over the responsibilitiesof Vice-Chairman of the Board in December 2004.On 1 April 2019, Martin Taylor wasappointed Chairman of the RTL GroupBoard of Directors.James SinghVice Chairm anand Independent D irectorJames Singh, born in 1946, holdsa Bachelor of Commerce (Hons) anda Master of Business Administrationfrom the University of Windsor, Canada.He is a CPA (Canada) and a Fellowof the Chartered Institute of Management Accountants (UK).James Singh joined Nestlé Canada as Financial Analyst in 1977 and served thecompany in various executive positions until 2000 when he was appointed SeniorVice President, Acquisitions and BusinessDevelopment in Nestlé SA’s headquartersin Vevey, Switzerland. He was a memberof the Executive Board, Executive VicePresident and Chief Financial Officer ofNestlé SA from 2008 to 2012. He retiredon 31 March 2012 after a distinguished35-year career with Nestlé.Thomas GötzGeneral Counsel,Bertelsm ann S E & Co. KGaAThomas Götz, born in 1971, graduatedfrom the University of Bayreuth witha doctorate in law in 1999. A year earlier,during his studies, he joined Bertelsmann’sCorporate Legal department as anin-house lawyer.From 2009 to 2013, he was Co-Head ofMergers and Acquisitions at Bertelsmann.Prior to this he worked for two yearsas Senior Vice President Mergers andAcquisitions.Thomas Götz has been General Counselat Bertelsmann SE & Co. KGaA sinceJanuary 2014.James Singh previously served asChairman of the Finance C ommittee ofthe European Round Table, is a memberof the International Integrated FinancialReporting Standards, and is a trusteeof the Foundation.He is also a Director of Great West Life Assurance, Director of the AmericanSkin Association, and Chairman of theSupervisory Board of CSM BakerySolutions Ltd.On 1 April 2019, James Singh wasappointed Vice Chairman ofthe RTL Group Board of Directors.NATIONALITY: BRITISHFIRST APPOINTED: 25 JULY 2000RE-ELECTED: 18 APRIL 2018COMMITTEE MEMBERSHIP:AUDIT, NOMINATION AND COMPENSATION ( CHAIRMAN)NATIONALITY: CANADIANFIRST APPOINTED: 20 APRIL 2011RE-ELECTED: 18 APRIL 2018COMMITTEE MEMBERSHIP:AUDIT (CHAIRMAN)NATIONALITY: GERMANFIRST APPOINTED: 15 APRIL 2015RE-ELECTED: 18 APRIL 2018COMMITTEE MEMBERSHIP:AUDIT, NOMINATION AND COMPENSATION(AS OF 1 APRIL 2019)RTL Group Annual Report 202023

The BoardNON-EXECUTIVE DIRECTORSRolf HellermannC h i e f F in an c i al O fficer a nd membero f t h e B e r t e ls m ann Ma na gement SEE x e c u t ive B oa r dRolf Hellermann, born in 1976, has been amember of RTL Group’s Board of Directorssince 1 January 2021.After studying business administration inVallendar, Los Angeles, and Nancy, RolfHellermann received his doctorate fromWHU – Otto Beisheim School ofManagement in Vallendar. He startedworking at the Bertelsmann CorporateCentre directly afterwards, in 2004. In2012, Rolf Hellermann became head ofBertelsmann’s Corporate Controlling andStrategy department. From 2015 until2018 he was CFO of Arvato, the servicesdivision of Bertelsmann. He served as CEOof Arvato Financial Solutions fromNovember 2018 until December 2020 andhas been a member of Bertelsmann’sGroup Management Committee sinceJanuary 2019. He also heads theBertelsmann Tech and Data AdvisoryBoard, which advises the Executive Boardon technology issues and advancesBertelsmann’s evolution into a globallyleading media, services, and educationcompany in tech.With effect from 1 January 2021, RolfHellermann has taken up the positionas CFO and member of the Board atBertelsmann SE.Immanuel HermreckC hief H uman Resources Officer and mem bero f the Bertelsmann Managem ent S EEx ecutive BoardBernd HirschChief Financial Officer and mem ber of t h eBertelsm ann Managem ent S EEx ecutive Board (until 31 D ecember 2020)Immanuel Hermreck, born in 1969, hasbeen Chief Human Resources Officerand member of the Executive Boardat Bertelsmann SE since 2015. Hisresponsibilities include the worldwideleadership of Bertelsmann’s HR function,with particular attention to executivedevelopment, organisational learning andeducation, compensation, HR strategy,services, corporate responsibility andcorporate culture.Bernd Hirsch, born in 1970, holdsa diploma in economics from the Universityof Würzburg, Germany. He started hiscareer in 1998 at the international auditfirm Arthur Andersen where he servedas an Audit Manager. In 2001, he joinedthe Carl Zeiss Group as Head of Mergers& Acquisitions. One year later, BerndHirsch was appointed Chief FinancialOfficer and member of the ExecutiveBoard at Carl Zeiss Meditec AG.Hermreck was appointed Global Head ofHR for Bertelsmann in 2006. Before this,he was Director of the Media EconomicsDepartment at the BertelsmannFoundation, and became ManagingDirector of Bertelsmann University – thecompany’s global knowledge and learninginstitution – in 2000.From December 2009 until December2015 Bernd Hirsch was Chief FinancialOfficer and member of the ExecutiveBoard of Symrise AG. Bernd Hirsch servedas CFO and member of the ExecutiveBoard of Bertelsmann Management SEfrom April 2016 until December 2020.Immanuel Hermreck volunteers asa member or trustee of several non-profitorganisations, including as a foundingExecutive Committee member of theGerman Association of HR Managers.Immanuel Hermreck holds a PhD incommunication and economics, and isboth a Stanford University graduateand a former scholar of the prestigiousKonrad-Adenauer Foundation.Bernd Hirsch was a member of theSupervisory Board of Evotec AG,Hamburg, from December 2013 untilJune 2019 where he served as Chairmanof the Audit Committee and ViceChairman of the Supervisory Board.In May 2018, he was appointedmember of the Supervisory Board ofSymrise AG, Holzminden, and Chairmanof the Audit Committee.From August 2015 to December 2018,Rolf Hellermann had already served as anon-executive member of RTL Group’sBoard of Directors.NATIONALITY: GERMANCO-OPTED: 1 JANUARY 202124RTL Group Annual Report 2020NATIONALITY: GERMANFIRST APPOINTED: 12 DECEMBER 2018(WITH EFFECT FROM 1 JANUARY 2019)COMMITTEE MEMBERSHIP:NOMINATION AND COMPENSATION(AS OF 1 APRIL 2019)NATIONALITY: GERMANFIRST APPOINTED: 20 APRIL 2016RE-ELECTED: 18 APRIL 2018COMMITTEE MEMBERSHIP: AUDITMANDATES IN LISTED COMPANIES: SYMRISE AG, HOLZMINDEN

The BoardBernd KundrunB u s in e s s Fo undera n d I nvesto rBernd Kundrun, born in 1957, studiedbusiness administration at the universitiesof Münster and Innsbruck. In 1984, hestarted his career as Executive Assistant atthe B ertelsmann Club. In 1993, he was appointed Chairman of the ManagementBoard of the Bertelsmann Club.In 1994, Bernd Kundrun became Managing Director of Premiere Medien inHamburg. He was appointed a memberof the Executive Board of Gruner Jahr inAugust 1997 and was responsiblefor the company’s news paper divisionuntil 31 O ctober 2000.From November 2000 to January 2009,Bernd Kundrun was Chairman ofGruner Jahr’s Executive Board andthe c ompany’s CEO. During this time, hewas also a member of the Executive Boardof Bertelsmann. Since February 2009,Bernd Kundrun has been partner of theonline d onation platform Betterplace.org,and since 2015 he has been HonoraryChairman of the Supervisory Board ofGut.org.At the end of 2009, Bernd Kundrun founded the Start 2 Ventures Beteiligungs gesellschaft, which provides onlinestart-ups with initial capital. He is also amember of the Board of Directors of NeueZürcher Zeitung, of the Board of Caseking,and Chairman of the Supervisory Board ofCTS Eventim AG & Co. KGaA.NATIONALITY: GERMANFIRST APPOINTED: 18 APRIL 2012RE-ELECTED: 18 APRIL 2018Guillaume de PoschBusiness Founderand InvestorGuillaume de Posch, born in 1958, started his career at the international energy and services company Tractebel(1985 to 1990) and then joined theglobal management consulting firm McKinsey & Company (1990 to 1993).Guillaume de Posch began workingin the m edia industry at the Compagnie Luxembourgeoise de Télédiffusion (CLT)as a ssistant to the M anaging D irector(1993 to 1994) before becoming Head ofCLT’s TV operations in French-speakingcountries (1995 to 1997). From 1997to 2003, he was Deputy General Managerand P rogramming D irector of the Frenchpay-TV company TPS, before joining thepublicly listed ProSiebenSat1 Media AGin August 2003, first as Chief Operating Officer and then as Chairman of the Executive Board and CEO (2004 to 2008).Guillaume de Posch was appointedChief Operating Officer and member ofthe RTL Group E xecutive Committeeon 1 January 2012.Jean-Louis SchiltzTech La w Advisor, P rofessor (hon . )Independent D irectorJean-Louis Schiltz, born in 1964, holdsa post-graduate degree (DEA) inbusiness law from the University of Paris I,Panthéon-Sorbonne. He also taughtat his alma mater in the early 1990s.From 2004 to 2009, Jean-Louis Schiltzwas a cabinet minister in Luxembourg.His portfolios included media,telecommunications, technology (ITand internet in particular), internationaldevelopment and defence.Jean-Louis Schiltz is a tech law advisor,a senior partner at Schiltz & Schiltz(avocats) and a professor (hon.) at theUniversity of Luxembourg. His workfocuses on technology, regulatory,M&A and finance. He is a regular speakerat tech law conferences and hasauthored and co-authored a number ofarticles and reports in this field.Jean-Louis Schiltz serves on the boardsof a number of companies and non-profitorganisations.With effect from 18 April 2012, Guillaumede Posch assumed the role of Co-CEOof RTL Group. In January 2018, Guillaumede Posch stepped down as Co-CEOof RTL Group. Since then, he has servedas a non-executive member of RTLGroup’s Board of Directors.Guillaume de Posch has served asPresident of the ACT (Association ofCommercial Television) in Europe since 2017.NATIONALITY: BELGIANFIRST APPOINTED: 18 APRIL 2012RE-ELECTED: 18 APRIL 2018NATIONALITY: LUXEMBOURGISHFIRST APPOINTED: 19 APRIL 2017RE-ELECTED: 18 APRIL 2018COMMITTEE MEMBERSHIP: AUDIT(AS OF 1 APRIL 2019)RTL Group Annual Report 202025

The BoardRolf Schmidt-HoltzB u s i n e ss Fo undera n d I nvesto rRolf Schmidt-Holtz, born in 1948 inMartins reuth, Germany, is an examinedlawyer and studied political science andpsychology. He has been an independentbusiness founder and investor sinceApril 2011. Prior to that he was CEO ofSony Music Entertainment (Sony BMGMusic Entertainment until October 2008)from February 2006 to March 2011,having served the company as Chairmanof the Board from August 2004.From January 2001 to August 2004,Rolf Schmidt-Holtz was Chairman andCEO of Bertelsmann Music Group (BMG)and a member of the B ertelsmann AGExecutive Board (from 2000) headingthe BMG division, which consisted ofthe Sony BMG Music Entertainmentjoint venture and BMG Music Publishing.He also served on the BertelsmannExecutive Board as Chief Creative Officer.Furthermore, he was a member ofthe Supervisory Boards of Gruner Jahr,RTL Group and of the BertelsmannFoundation’s Board of Trustees.Bettina WulfSenior Vice P resident Corporate LegalBertelsm annBettina Wulf, born in 1962, has been amember of the Corporate LegalDepartment at Bertelsmann SE & Co.KGaA since July 1993. Prior to this sheworked as an inhouse lawyer for aninternational information technologycompany. Her experience covers inparticular global M&A transactions.Bettina Wulf graduated from the Universityof Bielefeld, Germany, with a Degree in lawin 1988. In 2014 she was honored by theInternational Law Office with the EuropeanCounsel Award for her prominent role inhighly complex merger and acquisitiontransactions requiring levelheadednegotiation skills.On 30 June 2020, the AGM appointedBettina Wulf as non-executive director fora term of one year, to expire at the end ofthe Ordinary General Meeting ofShareholders ruling on the 2020 accounts.26RTL Group Annual Report 2020Lauren Zalaznick, born in 1963, wasappointed as Non-Executive Directorto RTL Group’s Board of Directorsfor a term of three years in April 2018.Having begun her career makingindependent feature films, Zalaznickmoved on to become a TV executive, mostrecently EVP, Comcast NBC Universal,overseeing such brands as Bravo, Oxygen,Telemundo, and Fandango. She nowadvises and invests in the world’s leadingdigital and media brands.Zalaznick has devoted her career in mediato transforming the cultural landscape,and has been responsible for the growthof some of the strongest TV and digitalbrands in media. She is widely recognisedas an industry shape-shifter and innovator,and has received many honours forher achievements.Aside from many Emmy, BDA, Webby andPeabody Award nominations and wins,Zalaznick has been named one of TimeMagazine’s 100 most influential people inthe world, has delivered a TED talk withclose to a million views, and has been thesubject of a New York Times Magazinecover story.Prior to running BMG, Rolf Schmidt-Holtzserved as Chief Executive Officer ofCLT-UFA. He later oversaw the mergerof CLT-UFA with Pearson Televisionto form RTL Group. He is Co-Founderand C hairman of Just Software AGand Co-Founder and Partner of Hanse Ventures BSJ GmbH.NATIONALITY: GERMANFIRST APPOINTED: 18 APRIL 2012RE-ELECTED: 18 APRIL 2018COMMITTEE MEMBERSHIP:NOMINATION AND COMPENSATIONLauren ZalaznickMedia Ex ecutive & Industr y Advi s or,Independent D irectorLauren Zalaznick is currently a director ofThe Nielsen Holdings PLC and GoPro Inc,which are both listed companies. She isalso a Trustee Emerita of Brown University,from which she graduated magna cumlaude and Phi Beta Kappa.NATIONALITY: GERMANFIRST APPOINTED: 30 JUNE 2020NATIONALITY: AMERICANFIRST APPOINTED: 18 APRIL 2018MANDATES IN LISTED COMPANIES: THE NIELSEN HOLDINGS PLCAND GOPRO INC

Bertelsmann Tech and Data Advisory Board, which advises the Executive Board on technology issues and advances Bertelsmann's evolution into a globally leading media, services, and education company in tech. With effect from 1 January 2021, Rolf Hellermann has taken up the position as CFO and member of the Board at Bertelsmann SE.