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MEDIASET ESPAÑA COMUNICACIÓN, S.A.
h) Authorisation for issuance of the annual Corporate Governance Repor t.
i) Exercise of the powers delegated by the shareholders in general meeting when powers of substitution
have not been established and the performance of any duties entrusted by the shareholders in general
meeting.
j) Conclusion of any agreement or establishment of any legal relationship between the Company and any
shareholders (or companies belonging to the same group as the shareholder) with ownership interests of
over five per cent and of an amount in excess of EUR 13,000,000.
k) Conclusion of any agreement or establishment of any legal relationship between the Company and any
third party valued at over EUR 80,000,000.
l) Approval of annual budgets and, if applicable, strategic plans.
m) Oversight of investing and financing policy.
n) Oversight of the shareholder structure of the Telecinco Group.
o) Approval of corporate governance policy
p) Oversight of corporate social responsibility policy.
q) Approval of the remuneration policy for executive directors for their executive functions and the main
terms that their contracts must fulfil.
r) Performance evaluation of the Company’s executive directors.
s) Monitoring, following a prior repor t of the Audit and Compliance Committee, of the risk control and
management policy and the internal information and control systems.
t) Approval of Company policy on treasury shares.
u) Staying abreast of the removal and appointment of senior executives and their contract terms.
v) Approval at the proposal of the Audit and Compliance Committee, of the financial information that the
Company must publish periodically.
w) Approval of the creation or acquisition of ownership interests in special-purpose entities or companies
domiciled in countries or territories considered to be tax havens and any transactions or operations of a
similar nature which, due to the complexity thereof, may adversely affect the Group’s transparency.
x) Authorisation, following a favourable repor t of the Audit and Compliance Committee, of the related-
par ty transactions that Telecinco may perform with directors or persons related to the directors or to
significant shareholders, except for those which fulfil the following conditions: (i) they are applied en masse
to a group of customers and in accordance with standard terms and conditions, (ii) they are performed
at prices established in general terms by the supplier of the service or on an arm’s length basis, (iii) the
related amount does not exceed 1% of Telecinco’s annual revenue.The directors affected by related-party
transactions which, due to the nature thereof, are subject to vote by the Board of Directors shall not attend
the meeting and may not vote or delegate their vote.
y) Any other matters that the Board of Directors Regulations reserve for handling by the Board in full.
The powers reserved for the Board of Directors, except those that legally or statutorily cannot be delegated, are vested
in the Executive Committee and the two chief executive officers, PaoloVasile and Giuseppe Tringali.