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The chairman made a general comment about TMG’s stra- tegy, stated he endorsed the bottom-up approach to shaping the strategy and supported the strategic choice of opting for a focus on online development. The meeting asked for attention to the transition of EBITA to EBITDA in the specification of the margin. There was a compliment for the measures taken in the area of sustainability. The Board noted with approval that the Executive Board has decided to forego its bonus over 2011. Finally, questions were asked about the risks of downward va- luation in the future due to the downward valuation of the sky radio Group.
The Management Board voted for the adoption of the 2011 financial statements, the proposed profit appropriation, and the discharge of the Executive Board of responsibility for the policies pursued and the discharge of the supervisory Board of responsibility for the supervision exercised during the year under review. The Trust voted for the appointment of Mr A.r. van Puijenbroek as a member of the supervisory Board. The chairman, on behalf of the Management Board of the Trust, expressed his gratitude and appreciation for the many years of effort devoted by Mr A.J. van Puijenbroek as a member of the company’s supervisory Board.
The Trust voted for the increase in the remuneration of the supervisory Board and for Deloitte as the Group’s auditor. The Trust also supported the authorisation of the Executive Board to purchase company shares.
A meeting took place on 21 september 2012 between a repre- sentative of the Trust’s Management Board and Mr h.M.P. van campenhout, cEO of the Executive Board of Telegraaf Media Groep N.V. The subject was the progress being made in sha- ping the strategy.
The Management Board held its regular autumn meeting on 10 October 2012 (minutes available on the Trust’s website: http://administratiekantoor.tmg.nl). Mr Arp, cFO, provided a briefing on the Group’s results in the first six months of the year, as well as the third quarter of 2012. The following items were discussed during this meeting: the Telegraaf Media Groep N.V.’s semi-annual figures, the Trust’s finances, the minutes of the meeting of 12 April 2012, the signature of the power of attorney concerning transactions involving shares and depositary receipts for shares of Telegraaf Media Groep N.V., the increase and in- dexation of the annual remuneration of board members and the date for the 2013 Meeting of holders of Depositary receipts for shares. Mr Van campenhout attended part of the meeting. The Management Board met on 21 November 2012 to delibe- rate about the succession for the chairman who will reach the
end of his third four-year term in 2013 and will step down at that time in accordance with the corporate Governance code. The remuneration of the board members of the Trust consists of € 9,000/year for the chairman and € 7,000/year for the other board members, paid on an after-the-fact basis and per ca- lendar year. The annual costs of the activities of the share Administration Trust primarily consist of expenses related to stock exchange listings and processing costs, for a total of € 21,505, (juridical) consultancy costs of € 7,561, costs for maintaining the Trust’s website for a total of €3,633 and admi- nistration costs in the amount of € 3,570. The total expenses of the Trust over 2012 amounted to € 73,508 (2011: € 72,783). The Management Board of the Telegraaf Media Groep N.V. sha- re Administration Trust is independent in the sense of Article 2:113 paragraph 3 of the Netherlands civil code and consists of the following members, including mention of the former and/or current functions held:
prof w.M. lammerts van bueren, chairman:
Emeritus Professor in International university collaboration/ Economic sciences Eur
prof w.p. Moleveld ra, vice-chairman:
Emeritus Professor of Accountancy at Nyenrode Business uni- versity
e.s. schneider ll.M., secretary:
Independent Organisation consultant, specialising in publis- hers and printers (to 2006)
w. ruijgrok:
Former director of VNO-Ncw
J.F.h.M. van exter ll.M.:
Formerly Managing Director Tata steel Nederland services B.V. Amsterdam, 11 March 2013
Share Administration Trust TElEGRAAF MEDIA GROEP N.V. c/o Basisweg 30
1043 AP AMsTErDAM, The Netherlands
TMg annual report 2012 117
TMG Annual Report 2012 118
TMg annual report 2012 118
• The role of content is changing. Journalistic strength has for a long time been TMG’s major competitive edge. Furthermore, the home delivery of newspapers, for example, constituted an access threshold for new players. In the new reality of the online world anyone can create content and easily effect its distribution. consequently, the result is an explosive expan- sion in content and in its basic form content has therefore become commonly accessible. The consumer’s need for the ability to select, classify and interpret all this available content is therefore increasing.
• Broadcast media, such as newspapers and television were physically separated from the transaction environment. This barrier has been eliminated on the internet. Transactions are but a mouse click away from advertisements. And the highest value ultimately is in this ‘last click’.
• In view of the broad public layer that was served by broadcast media, a broad offer of content was by definition essential to achieving a good position of reach. Because in the online world the costs associated with launching new sites are relati- vely limited, it has become possible to more specifically serve target groups. As a result sites that focus on specific target groups (‘verticals’) are emerging in the market, each with its own dynamic and players. The ‘winner takes all’ principle ap- plies within each vertical.
• In the old world TMG could afford to exploit each media plat- form as an independent entity. Individual exploitation and protection of different brands was the leading principle, as a result of which the content of brands was shared between them to only a limited extent. In the new world TMG increasin- gly more often competes with players operating on a global scale who thus achieve economies of scale. In this climate it is essential for TMG to bundle the strengths of its own portfolio. • The media markets in the ‘old world’ are mature markets; ma-
jor changes do not occur all that often and generally occur slowly. By contrast, the online market is changing constantly. change and uncertainty are constant factors and continuous innovation is key to survival as a company or a brand.