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MEDIASET ESPAÑA COMUNICACIÓN, S.A. AND SUBSIDIARIES
Article 54 of the Company bylaws:
1.
Directors shall be appointed for a period of five years and may be re-elected for one or more subsequent
terms of equal length. The appointment shall lapse at the end of the term once the subsequent General
Meeting has been held or at the end of the legal term established for calling the Annual General Meeting.
2.
The appointment of directors designated by cooptation shall be deemed to have been made and the
directors shall exercise their functions up to and including the date of the next General Meeting, without
prejudice to the shareholders’ powers of ratification at the General Meeting,
3.
Independent directors may exercise their functions for a maximum period of twelve (12) years and may
not be re-elected after such period except subject to a favourable repor t by the Appointments and
Remuneration Committee.
Article 55 - Removal of directors
1.
Directors shall cease to hold office when so determined at the General Meeting, when they notify the
Company of their resignation or decision to stand down or when the term for which they were appointed
elapses. In the latter case, the resignation shall be effective from the date of the earliest General Meeting.
2.
Directors shall tender their resignation to the Board of Directors and the Board shall accept their resignation
if deemed appropriate in the following situations: (a) when they reach the age of 70; (b) when they retire
from the executive positions to which their appointment as directors was associated; (c) when they are
involved in any applicable situations of incompatibility or prohibition; (d) when they have been seriously
reprimanded by the Appointments and Remuneration Committee for having infringed their duties as
directors; and (e) when their continuity as directors jeopardises the Company’s interests or adversely affects
its prestige and reputation or when the reasons for which they were appointed cease to exist (e,g, when
proprietary directors dispose of their ownership interest in the company).
3.
Directors who stand down from the Board prior to the end of their mandate must submit a letter to all the
members of the Board explaining the reasons for vacating office.The Company shall also notify the Spanish
National Securities Market Commission (CNMV) of the resignation in a significant event filing and explain
the reasons in the annual Corporate Governance Repor t.
B. Amendments to the Company’s bylaws.
Article 34. - Adoption of resolutions
1.
Resolutions shall be adopted at Annual General Meetings or at Extraordinary General Meetings with the
majorities required under the Spanish Corporation Law. Every voting share present or duly represented at
the General Meeting shall carry one vote.
2.
The majority required to approve resolutions shall be one half plus one of the voting shares present or duly
represented at the General Meeting, except for the instances stipulating larger majorities, provided for in Law
or these bylaws.
Powers of Directors and, specifically, powers to issue or buy back shares
These powers are regulated firstly in the Company’s bylaws and secondly in the internal code of conduct,