RTL GROUP POLICIES & PROCEDURES · Four eyes principle policy 1.9 No change 2018 Coordinating Human Resources management policy Principles of hiring policy Principles of compensation

Entertain. Inform. Engage.

RTL GROUP POLICIES & PROCEDURES

SHORT FORM CATALOGUE FOR THE HASTY READER

FEBRUARY 2020

Message from the EC

Policies & procedures

“This set of policies represents the

core - and minimum - of what a

Group of the size and complexity of

RTL Group should have as a standard

set of rules. This is best practice. It is

imperative that everyone knows these

policies and operates in compliance

with them”.

There’s a WHY behind

3

Policies & Procedures

� New policies are the un-coolest thing on

management’s agenda

� New policies often first mean more work

� New policies do not help management on the popularity scale

� (they don’t help the Compliance team, either)

� Policies give fundamental guidance for

decision making and reduce bias

� Policies can prevent the company - and everyone working for the company - from legal

risk

� Policies help increasing efficiency

� Policies increase accountability of everyone

� Policies must focus on real requirements,

risks “in case we do nothing”, and business-minded pragmatism

But still!

General structurePolicies & procedures

4

� Policies grouped in 3 buckets:1. General compliance requirements2. Finance compliance3. IT compliance

� Published on the Group intranet, behind login

� 20 policies with almost no, or only very little content changes

What remains unchanged

� On backstage moved “Compliance” to landing page, hence much quicker access to

“Policies & statements”� Several finance policies moved under “2. Finance compliance” (previously: only on

Sharepoint “Finance”� Same template for all policies (as in place since 2018)� Added “Key points” on cover page of each policy for quicker reading

� Where not yet the case, further aligned with Bertelsmann guidelines� Where not yet existing, added new policies

What is new

Example: Anti-corruption & Integrity policy

RTL Group policies – General Compliance requirements

5

Category / Policy RTL Group policy

reference

Main changes / Comments First time published

by RTL Group

General compliance requirements

Anti-corruption & integrity policy 1.1 "Integrity" concept added 2012

Guidelines on donations, sponsoring & memberships 1.2 No change 2017

Engaging external personnel policy 1.3 Approval threshold abolished 2016

Group tax guidelines 1.4 No change 2017

Non-audit services policy 1.5 No change 2005

Anti-trust policy 1.6Previous (informal) version only contained "Do's and Don'ts" . New policy aligned

with BKG.2019 NEW

Prohibition of insider dealing, market abuse and handling of inside information policy 1.7 Only minor change but required Board approval 2003

Finance coordination guideline 1.8 Roles of finance executives & dotted line concept 2019 NEW

Four eyes principle policy 1.9 No change 2018

Coordinating Human Resources management policy

Principles of hiring policy

Principles of compensation policy

Pension policy

Speaking with one voice – Guidelines for making public statements 1.14 No change 2016

Synergy Committees policy 1.15 Transposes "lived" SynComm principle in policy 2019 NEW

Risk management guidelines & risk management procedures 1.16 & 1.16bis Only very minor change 2014

Insurance policy 1.17 Includes min requirements what to be insured 2003

Policy on legal defence and indemnification for RTL Group employees (including members of executive bodies) and assisting witnesses 1.18 Orga and responsibilties in case of legal defencefor claims against employees 2019 NEW

Compliance organisation policy 1.19 No change 2018

Reporting and handling of significant compliance incidents policy 1.20 Added sanctions 2015

Guideline for handling compliance violations 1.21 Principles for compliance investigation, aligned with Bertelsmann 2019 NEW

STATEMENT: Zero tolerance towards sexual harassment 1.22 No change 2018

STATEMENT: Social media guidelnes 1.23 No change 2017

STATEMENT: Diversity statement 1.24 No change. Also published under CR 2016

Various HR policies - TO COME TO COME1.10-1.13

RTL Group policies – General Compliance requirements

6


General compliance requirements

8

RTL Group Policies Overview

RTL Group

name of policy

ANTI-CORRUPTION & INTEGRITY POLICY (1.1)

Bertelsmann equivalent name of policy

Guidelines on Anti-Corruption & Integrity (C.6.5)

Policy area 1. General compliance requirements

RTL Group first year of publishing

2012

Policy owner Audit & Compliance

Target audience Senior ManagementAll employees in “at-risk-functions”

Key points • Prohibition of active and passive bribery as well as facilitation payments

• Guidance for giving or accepting financial or other advantages (general principles, gifts and hospitality, publics officials, executive/non-executive board members)

• Adequate decision-making procedures, prevention procedures and controls

• Integrity (asset protection, money laundering & terrorism financing, handling of conflicts of interests, tax compliance)

• Reporting of violations, speak-up procedures and advice

Comments Last update 2017. Update of 2019 includes “Integrity” concept.

1. General compliance requirements

• Corruption is one of the biggest risk a company can face – rules must be clear!

WHY?

• Zero tolerance for corruption, financial thresholds for gifts and hospitality, integrity first!

WHAT?

• Clear definitions and thresholds, clear rules, sources for help in case of doubt

AND WHAT’S IN FOR YOU?

9


RTL Group name of

policy

GUIDELINES ON DONATIONS, SPONSORING & MEMBERSHIPS

(1.2)


Group Guidelines on Donations, Sponsoring & Memberships (C.6.10)



2017

Policy owner Communication & Marketing

Target audience Heads of CommunicationCompliance Responsible BU’s CFO

Key points • Responsibility for donations and sponsoring lies exclusively with RTL Group Corporate Communication & Marketing

• Binding framework conditions for the processes, documentation, principles, focal points and topics of the commitment, as well as award and exclusion criteria, the handling of considerations, and the follow-up of funding measures

• RTL Group ECM decides on one-time donations and sponsorships in excess of €100k and on regular commitments in excess of €50k

• Donations, membership and sponsoring activities of RTL Group are guided by its mission statement and the rules governing ethical and legal behaviour

• No donations, memberships or sponsorships to politicians or political parties, individuals, or institutions whose basic attitude does not conform to free democratic principles

Comments No change since first publishing in 2017


• Can enhance reputation and enforce position as responsible partner in society –but comes with certain risks

WHY?

• How to use sponsoring and donations legally compliant and in line with the Group’s strategy

WHAT?

• Clear definitions, principles, rules and exclusions


10


RTL Group name of

policy

ENGAGING EXTERNAL PERSONNEL POLICY (1.3)


Engagement of external personnel (C.6.8)



2016


Target audience Senior Management, in particular CEOHeads of LegalHeads of HRCFOsCompliance Responsibles

Key points • Obligation of Group companies to implement an organizational concept for engaging external personnel

• General and specific compliance requirements for engaging external personnel

Comments Previous RTL Group version contained approval thresholds with Corporate in case of hiring of consultants by BU CEO. This has been abolished with the new approval thresholds, and for simplification.


• Prevent inherent risks from hiring consultants: conflicts of interest, social security issues…

WHY?

• Do’s and don’ts when hiring consultants

WHAT?

• Checklists “Consultant or employee?” and “related party or not”?


11


RTL Group name of

policy

GROUP TAX GUIDELINES (1.4)


Group Tax Guidelines (C.2.3)



2017

Policy owner Tax Department

Target audience Directors and relevant employees

Key points • Description of the tax policy objectives, tasks and responsibilities of the Group's tax department

• Definition of the binding rules of tax organisation principles, monitoring, reporting and control in order to prevent the company from risks and to ensure compliance with tax laws and regulations

• Objective set forth to comply unconditionally with the principle of tax compliance

• Definition of the individual circumstances in which the Group Tax Department must be involved or when a decision must be obtained from the Group Tax Department

• Responsibility of the Group Tax Department for engaging the external tax advisors

Comments No change since implementation in 2017. BKG 2017 EN translation was corrected by US.


• Tax compliance is a serious matter that requires professional handling and support

WHY?

• Involvement of the tax department, key principles of tax compliance, handling tax advisors

WHAT?

• Who does what, contacts, support


12


RTL Group name of

policy

NON-AUDIT SERVICES POLICY (1.5)


N/A (Similar document at BKG: auditor independence policy from 2016 (not an Executive Board Guideline))



2005


Target audience Business Unit CFOs

Key points • Definition of audit related and non-audit services• Approval principles for non audit services

Comments Will be amended post-selection of new audit firm starting 2020. Current version was approved by AC in March 2019.


• Ensure independence of external auditors, be compliance with EU and national legislation

WHY?

• Procedures to follow when engaging the Group auditors for other services (M&A, other)

WHAT?

• No surprise after having hired your audit firm for other services due to clear and simple approval principles


13


RTL Group name of

policy

ANTITRUST LAW COMPLIANCE POLICY (1.6)


Antitrust Law Compliance (C.6.3)



2019 (“Competition law do’s and don’t” was the preceding, more detailed, document issued by Legal to all BUs in 2008)

Policy owner Legal Department

Target audience All employees

Key points • All businesses need to comply with antitrust laws• Executive Board and employees in at-risk function need to be

informed sufficiently about the applicable rules of antitrust law• Violations or suspected violations need to be reported to the Legal

Department – Compliance Team

Comments NA


• Antitrust law is supposed to promote and protect competition. Violation can have the most serious consequences – for the company and for individuals

WHY?

• It’s the law and we do business in compliance with the law.

WHAT?

• Straightforward rules for everyone


NEW POLICY

14


RTL Group name of

policy

PROHIBITION OF INSIDER DEALING, MARKET ABUSE AND

HANDLING OF INSIDE INFORMATION POLICY (1.7)


Capital Market Compliance (C.6.9)



2003

Policy owner Company Secretary Office

Target audience CEOs

Key points • Rules and procedures for dealing with financial instruments issued by RTL Group S.A.

Comments Current version was approved by RTL Group’s Board of Directors (Legal requirement), on August 27th, 2019. Document in line with Bertelsmann equivalent requirements however largely adapted to RTL Group governance.

Document was reviewed by Linklaters again in 2019.


• Insider dealing means using an unfair advantage in the market and putting private interest above company interest. This is illegal

WHY?

• Do’s and Don’ts for dealing with financial instruments

WHAT?

• Clear definition, rules and procedures


15


RTL Group name of

policy

FINANCE COORDINATION GUIDELINE (1.8)


Guideline on commercial coordination between divisions and Chief Financial Officer of Bertelsmann Management SE (CFO) (C.2.1)

Policy area 1. General Compliance requirements


2019

Policy owner Group Finance

Target audience BU Executive Management teams BU’s CFO

Key points • Description of the basic rules regarding the dotted-line concept, appointment and dismissal of CFOs

• Uniform group-wide summary of corporate duties for BU’s CFOs

Comments NA


• It’s all about coordination and cooperation. Finance is a cornerstone – it not only supports the local business, but the Group as a whole

WHY?

• Dotted line, corporate duties, communication

WHAT?

• Clearly defined expectations from a CFO


NEW POLICY

16


RTL Group name of

policy

FOUR EYES PRINCIPLE POLICY (1.9)


Representation Authority in the Bertelsmann Group (C.6.1)



2018

Policy owner CFO / Deputy CFO

Target audience Managing DirectorsCFOs, Heads of LegalCompliance Responsibles

Key points • Four-eyes principle is mandatory for all new obligations, commitments and disposals of assets, as well as for payment approvals

• Authorizations to be formalized in an authorization matrix• Authorization matrix to be approved by the company’s

governing body

Comments NA


• The 4-eye principle is a key element to reduce the inherent risk of fraud

WHY?

• Each company must have a clear authorization matrix for business transactions that respects the 4-eye principle

WHAT?

• A clear “who can do what” plus the 4-eye principle can help to protect your company from fraud

• It also protects staff – rules are clear!


17


RTL Group name of

policy

SPEAKING WITH ONE VOICE – GUIDELINES FOR MAKING

PUBLIC STATEMENTS (1.14)


One Voice Policy – Guidelines for Public Statements (C.1.2)



2016


Target audience Directors and relevant employees, in particular all press spokespersons

Key points • Requirements for public statements • Dealing with corporate issues, financial communication,

coordination process• Participation to conferences: clearance principle

Comments NA


• As a listed company, and to protect our brand, statements to the media must be handled with particular care

WHY?

• Who does what and when publicly communicating about company matters

WHAT?

• Contacts, communication advice, clear decision making on corporate communication matters


18


RTL Group name of

policy

SYNERGY COMMITTEES POLICY (1.15)


Coordination Among Group Companies in Key Bertelsmann Territories (C.1.1)



2019

Policy owner Strategy and Business Development


Key points • Synergy Committees have the responsibility to coordinate the activities of RTL Group Business Units in a specific functional area (e.g. sales, distribution, news, radio)

• Definition of the SyCo’s objectives and modus operandi as well as reporting requirements

Comments BKG equivalent policy points mainly to country coordination meetings, which is applicable per se to RTL Group. RTL Group policy refers to Synergy Committees and the requirement to coordinate on synergy matters


• Creating synergies requires a structure, which is provided by the Synergy Committees

WHY?

• A framework for collaboration on synergetic topics

WHAT?

• Putting synergies at the front – this is beneficial for everyone


NEW POLICY

19


RTL Group name of

policy

RISK MANAGEMENT GUIDELINES (1.16)

RISK MANAGEMENT PROCEDURE (1.16 BIS)


Risk Management System of Bertelsmann SE & Co. KGaA (C.4.1)



2014

Policy owner Treasury and Corporate Finance

Target audience BU’s CFOAll employees, in particular BUs risk coordinator

Key points • Definition of the necessary minimum requirements for setting up, operating and further improving an operative Risk Management System (RMS) and Internal Control System (ICS) in the entities

• Explanation of a comprehensive framework for reporting and monitoring the effectiveness of the RMS/ICS from a Group perspective

• Systems, processes, definitions

Comments NA


• Risks need to be known to be appropriately managed. We need to know what is tolerable and what not

WHY?

• Who does what on risks?

WHAT?

• Clarity on the framework and roles of everyone involved, definitions, deliverables


20


RTL Group name of

policy

INSURANCE POLICY (1.17)

Bertelsmann equivalent

name of policy

Corporate Insurance System (C.4.4)



2003

Policy owner RTL Group CFOMedia Assurances S.A.

Target audience BU’s CFO

Key points • Definition of insurable risks and compulsory insurances• Definition of deductibles• Management of hazards in respect of insurances• Administration of insurance contracts by Media Assurances

S.A.

Comments Adds specificities related to Media Assurances to the basic principles of what to be insured


• Risk mitigation through transparency & early escalation

WHY?

• Minimum requirements: what needs to be insured?

• Administration & the role of Media Assurances

WHAT?

• One Group insurance broker to support you in all your insurance matters


NEW POLICY

21


RTL Group name of

policy

POLICY ON LEGAL DEFENCE AND INDEMNIFICATION FOR

RTL GROUP EMPLOYEES (INCLUDING MEMBERS OF

EXECUTIVE BODIES) AND ASSISTING WITNESSES (1.18)


Legal Defense and Indemnification for Bertelsmann Employees (Including Members of Executive Bodies) and Assisting Witnesses (C.5.5)



2019

Policy owner RTL Group Human Resources RTL Group General Counsel

Target audience Heads of HR and LegalCompliance ResponsiblesBU’s CFOs

Key points • Rules on legal defence and indemnification for RTL Group employees (including members of executive bodies) who, in connection with their work on behalf of RTL Group or in their position on an executive body, are personally the subject of third-party claims (A)

• Rules on the responsibilities of “directors without management responsibility” in RTL Group (B) and assisting witnesses involved in litigation (C)

Comments NA


• Indemnification and protection for claims asserted against Group‘s employees

WHY?

• Information requirement and indemnification process

WHAT?

• We can support you together with the legal team when it’s happened, and we can coordinate with you on communication (if needed) to reduce reputation risk


NEW POLICY

22


RTL Group name of

policy

COMPLIANCE ORGANIZATION POLICY (1.19)


Guidelines for the Compliance Organization and the Role of the Compliance Officers (C.6.2)



2018


Target audience Managing Directors,CFOsHeads of LegalCompliance Responsibles

Key points • Description of the compliance organization at Group level• Description of the compliance organization at the level of

Group companies (role of the local compliance officer, risk assessment, prevention procedures, compliance monitoring, investigations and remediation measures…)

Comments NA


• Compliance requires basic organisation in order to be effective

WHY?

• Compliance is management responsibility. Responsibilities need to be formally assigned

WHAT?

• Clear description of roles at all management levels for compliance, and what is expected from each company


23


RTL Group name of

policy

REPORTING AND HANDLING OF SIGNIFICANT

COMPLIANCE INCIDENTS POLICY (1.20)


Guideline for Handling Suspected Compliance Violations (C.6.6)



2015


Target audience CEOsHeads of LegalCompliance Responsibles

Key points • Definition of a significant compliance incident and reporting requirements

• Procedures to follow in case of reported compliance incidents

• Measures taken in response to substantiated compliance violations

Comments Added the BKG section on disciplinary measures

• Risk mitigation through transparency & early escalation

WHY?

• Fraud and other major compliance incidents must be reported to the head of A&C

• Fraud has consequences!

WHAT?

• We can support you when it’s happened, and we can coordinate with you on communication (if needed) to reduce reputation risk



24


RTL Group name of policy GUIDELINE FOR HANDLING COMPLIANCE VIOLATIONS (1.21)


Process for Compliance violations (C.6.7)



2019

Policy owner RTL Group Compliance Team


Compliance Responsibles

Corporate Center department heads

Key points • Standard process for the handling and investigation of suspected

compliance violations. The Compliance Team manages and

coordinates all investigations at Group level and ensures that all

allegations are examined appropriately. The Compliance Team

conducts the initial review, appoints the investigating team if required,monitors that investigations are conducted appropriately and

according to this guideline and reports to the Corporate Compliance

Committee (CCC) and the RTL Group Audit Committee

• Obligations of the Investigation Team in the investigation process

• Reporting obligations in cases of suspected significant complianceviolations by top management or a member of the Executive

Committee of RTL Group

Comments Process description does not add anything new to RTL Group’s existing

work procedures, but Corporate Compliance Committee Charter will be

updated according to the principles set forth in this policy (e.g. designation

of a deputy chairman in the CCC)


• It is all about how the Group handles compliance violations

WHY?

• Process description and persons/ functions involved

WHAT?

• Clear understanding and vision on the process, enhanced transparency for the company and its employees


NEW POLICY

25


RTL Group name of

policy

STATEMENT: ZERO TOLERANCE TOWARDS

SEXUAL HARASSMENT (1.22)


N/A



2018

Policy owner RTL Group Compliance Team


Key points • One-pager reiterating the Group’s zero tolerance towardssexual or any other types of harassment

Comments Training on this policy regularly given by Compliance team at all RTL City companies/ departments, and at selected BU occasions


• Re-iterating the Group’s zero tolerance toward sexual or any other type of harassment in the context of the numerous revelations about inappropriate behaviourin the media industry over the past years

WHY?

• Definition sexual harassment

• Open communication and no retaliation principles

WHAT?

• Available speaking-up procedures


26


RTL Group name of

policy

STATEMENT: SOCIAL MEDIA GUIDELINES (1.23)


N/A



2017



Key points • One-pager to give employees advice on how to engage onsocial media, and how to treat information online

Comments Done in cooperation with Audit & Compliance and HR further to a review of social media practices at Corporate by internal audit in 2017


• Preservation of the Group’s reputation in the social media

WHY?

• Advice given to employees on how to engage on social media and how to treat information online

WHAT?

• Set of “golden rules” easy to communicate to staff


27


RTL Group name of

policy

DIVERSITY STATEMENT (1.24)


Bertelsmann Diversity Statement (not an Executive Board Guideline)



2016

Policy owner Corporate Communications & Marketing


Key points • One-pager referring to RTL Group’s mission statement:“We embrace independence and diversity in our people,our content and our businesses”

Comments NA


• Clear reference to the Group’s striving for diversity in the workforce, the content, and our business in general

WHY?

• Description on how Diversity is implemented in Group’s day-to-day operations

WHAT?

• Available channels to raise concerns



Finance compliance

29


RTL Group name of

policy

POLICY ON MANDATORY MINIMUM KEY CONTROLS (2.1)


Procedure for corporate financial reporting at Bertelsmann (C.2.2)

Policy area 2. Finance compliance


2015

Policy owner Group Finance

Target audience Heads of LegalCompliance responsiblesBU’s CFOs

Key points • General and accounting principles, segregation of dutiesprinciple and approval process, reconciliation process

• Responsibility and organization of accounting related reportingand planning

• Principles pertaining to sales & receivables, purchases &creditors

Comments RTL Group’s policy picks up the first sections of the BKG policy one-to-one and otherwise refers to the Group’s Financial Accounting Manual (FAM, first published in 2008, updated 2016, enhanced by Group guidelines on the new IFRS standards when relevant). The FAM covers other elements of the BKG policy

2. Finance Compliance

• Prevention of business and financial, misconduct by setting-up a list of mandatory requirements to be complied with

WHY?

• Controls pertaining to accounting principles, segregation of duties, reconciliation process

WHAT?

• A consolidated list of what is expected from the BU’s in terms of reporting, controls implementation and organizational measures to be implemented


30


RTL Group name of

policy

POLICY ON FOREIGN TRADE LAW COMPLIANCE (2.2)


BeTrade Compliance (C.6.4)



2019


Target audience Heads of LegalCompliance ResponsiblesBU’s CFOs

Key points • Risk-oriented implementation of the establishment of anorganizational structure, performance of a Foreign Trade lawrisk analysis, process management, documentation,communication and training in order to avoid violations

• Reporting in case of violations or activity of governmentauthorities

Comments Sanction list screening process with BKG screening solution partially in place since many years. Policy roll out will cover training on foreign trade law requirements and required risk assessment


• Violations of Foreign Trade Law can result in substantial fines or prison sentences for management and employees involved

WHY?

• Prevention of violations (risk analysis, organizational structure, etc.)

WHAT?

• Guidance for carrying out a foreign trade law risk assessment

• Overview of the legal requirements for the risk analysis (sanction lists)


NEW POLICY

31


RTL Group name of

policy

RULES FOR CORPORATE FINANCING POLICY (2.3)


Rules for Corporate Financing (C.3.1) + Rules for Corporate Financing – Appendix: Summary of Financial Policy



2019


Target audience CEOsCFOs

Key points • Requirements for important financial targets• Rules for the financing of Group Companies in general and with

regard to minority interests, cash management and investment,hedge of transaction risks

• Guidelines for declarations of liability• Inadmissibility of factoring / exceptions• Rules for stock exchange-related transactions

Comments RTL Group’s version combines policy and appendix in one document. Please note that RTL Group’s policy 2.4 (Intercompany Finance Management) picks up as well certain elements of the BKG policy C.3.1.


• It is all about rules applicable to Group‘s corporate financing

WHY?

• Financial Target, financial debt ratios

• Rules for Group companies’ financing (equity, dividend policy, cash management, stock related transactions)

WHAT?

• Clear description of corporate financing rules & mechanisms, and what is expected from each company


NEW POLICY

32


RTL Group name of

policy

INTERCOMPANY FINANCE MANAGEMENT POLICY (2.4)


NA as per Executive Board guidelines



2002


Target audience CEOsCFOsFinance department of RTL Group and RTL Group’s companies

Key points • Requirements and rules for intercompany funding

Comments NA


• It is all about the management & control of Group’s companies financing & guarantees

WHY?

• Group Treasury to act as an “in-house bank” to provide subsidiaries with adequate local liquidity, in a tax and cost-efficient manner

WHAT?

• Clear definition of the different available intercompany financing processes as well as applicable requirements


33


RTL Group name of

policy

GENERAL HEDGING FOR INTERCOMPANY FINANCING

POLICY (2.5)





2002



Key points • Hedging inter-company financing arrangements (short,medium- and long-term loans)

• Minimize the impact of foreign exchange volatility on the RTLGroup consolidated income statement

Comments NA


• Minimize the impact of foreign exchange volatility on RTL Group consolidated income statement

WHY?

• Set forth when hedging at Group Treasury level is required

WHAT?

• Guidance provided for the management of inter-company financing arrangements (short, medium, long-term loans)


34


RTL Group name

of policy

BANK SINGLE GATEWAY POLICY (2.6)





2014



Key points • Organization and rules of the bank connectivity and ITtools used for payments

Comments NA


• Group’s strategy definition in term of bank communication standards

WHY?

• Definition of processes and applicable workflows for secured and efficient bank transfers

WHAT?

• Detailed technical process description of the Swift’s compliant bank transfers through the Group’s referenced applications


35


RTL Group name

of policy

FX POLICY (2.7)


Requirements for Derivative Transactions (C.3.4)



2004



Key points • Rules for hedging FX exposures and targets

Comments NA


• Group exposition to a decrease in the value of its assets/revenues or an increase of its liabilities/costs due to the fluctuation in Foreign Exchange (FX) rates

WHY?

• Set-up of an organization between the BUs and Group Treasury for the purpose of managing and controlling the hedging operations and the use of derivatives instruments

WHAT?

• Guidance provided for the management of hedging operations


36


RTL Group name of

policy

BANK RELATIONSHIP – GENERAL POLICY (2.8)





2003



Key points • Determination of core bank partners of RTL Group

Comments NA


• Optimisation of the banking relationships in term of administrative workload and preferred terms & conditions

WHY?

• Set-up of a list of principles and best practices for long-term banking relationships

WHAT?

• List of core banks, rating agency grids

• Template of account application form


37


RTL Group name

of policy

BANK RELATIONSHIP – ASSET MANAGEMENT

POLICY (2.9)





2006



Key points • Definition of types of assets in which RTL Group isauthorized to invest and agreed counterparties

Comments NA


• Maximise the return on deposits while minimising the counterparty risk

WHY?

• Set-up of a list of principles for bank deposits, investments in money market funds and credit limits

WHAT?

• Rating agencies’ grid and related definitions of financial terms


38


RTL Group name

of policy

RTL GROUP INVESTMENT POLICY (2.10)


• Guideline for investment practices (C.3.2)

• Guideline for lease agreements (C.3.3) • Guideline for the acquisition of an equity interest (C.3.5)

• Guideline for the use of certain contract clauses (C.3.6)



2019

Policy owner Controlling & Investments

Target audience All employees typically involved in the decision-making process of

investments (e.g. M&A, Corporate & Business Development, Strategy, Controlling/ Finance and Legal)

Key points • RTL Group’s investment policy derives from and complements the

Internal Regulations and Governance of the Board of Directors andInternal Rules & Regulations of the Executive Committee, as

approved by the BoD on 27 August 2019

• The EC owns ultimate responsibility for the application of theinvestment policy across RTL Group and will be relayed in its actions

by the Controlling & Investments department of the Corporate

Centre. The Business Units’ CEOs, supported mainly by their CFOs,own responsibility for compliance to the investment policy in the

businesses under their managerial responsibility

• The RTLG investment policy is organized in 5 chapters: Informationand decision thresholds, Investment practices, Lease agreements,

Acquisition of equity interests, Use of Certain Clauses

Comments NA


• BUs need a clear view of applicable framework for investments

WHY?

• RTL Group investments thresholds and applicable rules for the BUs are set forth

WHAT?

• Consolidation of applicable rules pertaining to investments, lease agreements, acquisition of an equity interest, use of certain contract clauses in one document


NEW POLICY


IT compliance

40


RTL Group name

of policy

IT GUIDELINES (3.1)


IT Governance (C.1.3) Management of Information Security (C.4.2)

Policy area 3. IT compliance


2017

Policy owner Group IT

Target audience CEOs CFOsBU IT managers

Key points • Principles to design IT governance• Definition of IT governance bodies & roles

Comments BKG IT policies will be reviewed and amended, RTL Group policy n° 3.1 will be reviewed and amended accordingly, hence RTL Group policy not yet transposed to Group template

3. IT Compliance

• Setting-up of Group IT governance model

WHY?

• IT governance principles, bodies and roles

WHAT?

• Clarity on the framework and roles of everyone involved, definitions


Attention: this is the

baseline of IT Compliance.

Group IT regularly issues

and update its IT specific

policies and is in contact with

your BISO.

41


RTL Group name of

policy

PRIVACY AND PERSONAL DATA PROTECTION POLICY (3.2)


Data Protection Guideline (C.4.3)

Policy area 3. IT compliance


2018



Key points • Handling of personal data / definition and mainprinciples of processing

• Structure of the data protection organization• Data protection awareness• Security and reporting requirements

Comments NA

3. IT Compliance

• Baseline for privacy & personal data ptoection based on what needs to be implemented, enhanced and/or amended to comply with GDPR requirements

WHY?

• Requirements for processing personal data (DPO/DPC, data subject’s rights handling, security & reporting requirements)

WHAT?

• Template to conduct a data protection impact assessment, to set-up a register of processing activities, to transfer data outside EU, and for the processing “on behalf”


Any questions?

Ursula+352 2486 2116

[email protected]

Nicolas+352 2486 2105

[email protected]

Documents

RTL GROUP POLICIES & PROCEDURES · Four eyes principle policy 1.9 No change 2018 Coordinating Human Resources management policy Principles of hiring policy Principles of compensation