IM Internationalmedia AG approves the efforts of the Government Commission on the German Corporate Governance code aimed at enforcing the financial market’s and investors’ trust in listed German companies via numerous recommendations and accordant disclosure requirements.

The Executive Board and Supervisory Board of IM Internationalmedia AG hereby declares that the recommendations of the 'Government Commission on the German Corporate Governance Code' published by the Federal Ministry of Justice in the official section of the electronic Federal Gazette, in the form in force at the time of this declaration, are being complied with and further disclose which Code recommendations are currently not being applied.
 
Section 1:

IM Internationalmedia AG (IM AG) complies with the preface completely.
   
Section 2: IM AG complies with the recommendations of section 2.
   
Section 3: IM AG complies with the recommendations of section 3, except number 3.8 which is related to a reasonable retention of D&O insurance.
   
Section 4: IM AG complies with the recommendations of section 4, except number 4.2 which is related to the composure of the Management Board. The Management and the Supervisory Board are convinced that the company’s present organizational structure justifies the temporary management of a single person.
   
Section 5: IM AG complies with the recommendations of section 5, except number 5.3. Because the Supervisory Board is too small for the formation of committees, such a measure would not increase its efficiency. Therefore, no committees will be formed in the next business year, which is in accordance with the meaning of the Code.
   
Section 6: IM AG complies with the recommendations of section 6.
   
Section 7: IM AG complies with the recommendations of section 7.
 
This statement will be made accessible permanently to shareholders through its incorporation in the respective Annual Report and its publishing on the web page of IM Internationalmedia AG.
 
Munich, December 2007
Management and Supervisory Board of IM Internationalmedia AG
 

Structure of the Management Board compensation system
(Number 4.2.3 German Corporate Governance Code)

The overall compensation of the Management Board members is comprised of both a fixed salary and a variable component. The fixed components are linked to the tasks of the respective member of the Management Board and his performance, taking into account the Board’s peer companies and the regional environment.

Variable compensation includes mainly the participation in productions. It is calculated based on the budget and the realized producer fees for the Company, respectively.

 

Name

Fixed annual compensation

Variable compensation

Stock options

Mr. Konstantin Thoeren

(sole member of Management Board)

$ 600,000.00

Company car

dependent on the budget and the amount of realized producer fees for the company, respectively

One-time relocation expenses

 

Mr. Martin Schuermann

(until July 2007)

$ 600,000.00

Health insurance coverage for the family

 

up to 500,000 stock options

(none granted)

Mr. Sascha Konzack

(until November 2007)

€ 200,000.00

Company car and accident insurance

dependent on group result and personal performance up to € 200.000,00

up to 100,000 stock options

(none granted)
 
 

Structure of the Supervisory Board compensation system
(Number 5.4.7 German Corporate Governance Code)

Pursuant to article 14 of the Articles of Association of IM Internationalmedia AG, dated June 8, 2007, Supervisory Board compensation consists of fixed and variable components. The fixed component amounts to a net of € 20,000.00 for a complete fiscal year. The Chairperson of the Supervisory Board receives a net of € 40,000.00. The variable component amount up to 0.25% of the company group’s EBIT for a complete fiscal year and is conditioned upon the participation in all ordinary and extraordinary Supervisory Board meetings.

Overall compensation for members of the Supervisory Board is as follows:
 
Name Fixed compensation Variable compensation
Mr. Prof. Dr. Helmut Thoma (Chairperson) € 40.000,00 s.a.
Mr. Oliver Kächele € 20.000,00 s.a.
Mr. Ortwin Freyermuth € 20.000,00 s.a.
 
Members of the Supervisory Board have rendered the following services to the company since their election and appointment, respectively:
 
Name (in alphabetical order) Services Compensation
Mr. Ortwin Freyermuth None n.a.
Mr. Oliver Kächele None n.a.
Mr. Konstantin Thoeren None n.a.
Mr. Prof. Dr. Helmut Thoma None n.a.
 

Shareholding by Management Board and Supervisory Board members
(Number 6.6 German Corporate Governance Code)

Neither management board nor supervisory board holds shares of IM Internationalmedia AG.

Since July 2002, pursuant to article 15 of the Securities Trading Act (Wertpapierhandelsgesetz), all members of the Management Board and Supervisory Board, as well as certain relatives of those on the Boards, are obliged to report to the German Financial Supervisory Authority and to the company all purchases and sales of shares of IM Internationalmedia AG and other related rights exceeding any minimum amount of € 5,000 within the calendar year. All reported transactions will be published on the corporate homepage under ‘Directors’ Dealings’.

 

zum Archiv