Bertelsmann Verwaltungsgesellschaft

About Bertelsmann Verwaltungsgesellschaft

Bertelsmann Verwaltungsgesellschaft mbH (BVG) is a holding company in Gütersloh that controls all voting rights at the General Meeting of Bertelsmann SE & Co. KGaA and at the general meeting of its general partner Bertelsmann Management SE.^[1] Its own shares are held by two Mohn family foundations and six individuals: the BVG-Familienstiftung holds 50 percent and the BVG-Stiftung 26 percent, while Werner Bauer, Brigitte Mohn, Liz Mohn, Christoph Mohn, Thomas Buberl and Bodo Uebber hold 4 percent each, according to the Liste der Gesellschafter filed at the Local Court of Gütersloh on 21 July 2023.^[2] Bertelsmann gives BVG the task of ensuring continuity in the group's development and of representing the shareholder interests of the non-profit Bertelsmann foundations and of the Mohn family, and of safeguarding the corporate culture developed by Reinhard Mohn.^[1]

The company was entered in the commercial register at the Local Court of Gütersloh as HRB 1645 on 19 March 1980 and sits at Carl-Bertelsmann-Str. 270 with a share capital of 60,000 euros; its registered object is asset management and the management of shareholdings in companies of every kind, in particular the development of the companies of the Bertelsmann group in the spirit of the corporate constitution shaped by Reinhard Mohn.^[3] Capital and votes are separated across the group: 80.9 percent of the capital shares in Bertelsmann SE & Co. KGaA are held indirectly by the Bertelsmann Stiftung, the Reinhard Mohn Stiftung, the BVG-Familienstiftung and the BVG-Stiftung and 19.1 percent by the Mohn family, while BVG holds the votes; decisions at BVG rest with a steering committee of three representatives of the Mohn family and three non-family members.^[4] Christoph Mohn chairs its shareholders' meeting.^[2] Both of its corporate shareholders are foundations under private law recognised by the Detmold district government and entered in the foundation register of North Rhine-Westphalia: the BVG-Stiftung, charitable, recognised on 21 December 2007 and seated at Carl-Bertelsmann-Str. 256 under file 418,^[5] and the BVG-Familienstiftung, a non-charitable family foundation recognised on 28 April 2022 under file 659 whose stated purpose is the support of its own family.^[6] Christoph Mohn and Liz Mohn sit on the boards of both.^[5][6] BVG's reach extends into the foundation that holds the group's capital: the statutes of the Bertelsmann Stiftung require its consent for any legal transaction in the foundation's shares in Johannes Mohn GmbH, let it appoint the descendant of the founder who takes Liz Mohn's seat on the Board of Trustees, let it withdraw certain trustees without cause, and direct the foundation's bodies to be guided by the principles manifested in BVG's own statutes.^[7]