MediaForEurope (MFE), owner of Italy’s Mediaset and the biggest shareholder in German broadcaster ProSiebenSat.1, has declined to vote in favour of discharging the latter’s supervisory board at the company’s annual meeting.
Despite MFE’s decision not to support the board, ProSiebenSat.1 secured a narrow majority in favour of discharge of 52%. ‘Discharging’ directors releases them from liability for policies pursued during any given financial year.
MFE had previously pressed for a change in ProSiebenSat.1’s rules that would have enabled the discharge of individual directors rather than discharge of the board as a whole.
Outlining its reasons, MFE reiterated its criticism of “a succession process which does not reflect the minimum standards of transparency and corporate governance practice including the succession plans” and said that it had therefore decided to “vote against the formal discharge of the Supervisory Board taken as a whole for their activities in 2021”.
“Reviewing the members’ performance on an individual basis has been rejected by the company despite of our request, contrary to what the German laws envisage and to what we believe should be best practice,” MFE said.
The Dutch-based holding company for Mediaset and its stake in Mediaset España, which has called for European cross-border consolidation in the media space, did vote in favour of discharging the members of ProsiebenSat.s’s executive board, and that it was supportive of the company’s goals, even though its stating of these aims “seem not yet to be reflected in the current share price”.
ProSiebenSat.1 CEO Rainer Beaujean has consistently stated his opposition to cross-border consolidation, which he considers unlikely to create value.
Reflecting a relationship between the German broadcaster’s management and its largest shareholder that could best be described as cool, MFE said it was in favour of “a constructive and open dialogue” and expressed concern that “some of the comments directed at individual shareholders in the run-up to the AGM have caused unnecessary agitation and attention that are not conducive to fostering a trustful relationship”.
MFE said it was an “industrial long-term shareholder which is aimed at projecting a new business model for the future focused on local content and technology monetisation on a broader scale” facing a management with a “duty and responsibility to set its objectives, on a stand-alone basis, and to execute the plan accordingly”.
Both it concluded, “can live together and be synergetic”.
Following the AGM, ProSiebenSat.1’s new chairman, Andreas Wiele, whose election MFE supported, said: “I am convinced of ProSiebenSat.1’s clear strategy and look forward to accompanying the Group at its further growth and representing all shareholders of the company. I would like to thank them and the Supervisory Board for the trust they have placed in me.”