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CORPORATE RESPONSIBILITY REPORT 2011
detailed, itemised description of all amounts received dur-
ing the repor ting period, stating remuneration, per diems,
any additional compensation, contributions to defined-
benefit pension plans and other items. It also provides
information on the remuneration system that will deter-
mine Board directors’ remuneration for 2012, describing
the structure and amount of remuneration accruing to
the executives of Mediaset España and its main group
companies.
This information is available to shareholders as from the
publication date of the General Meeting announcement,
through the website or by requesting a printed copy
free of charge; it is submitted to the General Meeting for
approval each year.
The company is once again a pioneer among Ibex 35
companies due to the external audit of its Corporate
Governance Repor t.
As regards shareholders’ rights, a special reference has
been included in the General Meeting Regulations to the
guarantee of equal treatment with respect to meeting
par ticipation and voting rights of all shareholdings in the
same position. Also relevant are the measures taken to
encourage shareholder involvement through the right
to attend the General Meeting if one voting share is
held; through the options of representation, delegation
and vote splitting, and through channels to facilitate
involvement, such as the Electronic Shareholder Forum.
The proposed amendments to the Audit and Compliance
Committee Regulations include the power to call to the
meeting any employee deemed fit, and the need for
the Chairperson’s office to be filled by an independent
director, as has been the case since the committee was
created.
The Board of Directors’ structure has not changed with
respect to the previous year in terms of composition or
the number of directors, in line with the good governance
recommendation to restrict the number of board
members to 15.
Similarly, female presence on the Board has remained
stable, representing 6.66% of the total, while independent
directors continue to account for 33.33% of total Board
membership.
The aspects addressed in the Board Regulations include:
restriction of the mandate of independent directors to
12 years; maximum age at which directors must make
their office available to the Board, which is 80 years of
age as from the unanimous amendment of Ar ticle 14-3.a);
directors’ obligation to repor t to the Board any criminal
proceedings in which they are involved as suspects and
developments during the proceedings, and to inform the
Appointments and Remuneration Committee of their
other professional occupations, including other board
offices.
The following matters, among others, are reserved for
the Board of Directors and may not be delegated to any
other decision-taking body: (i) approval of the annual
budget and strategy plan; (ii) supervision of the investment
and financing policy, and of Mediaset España’s corporate
structure; (iii) approval of the corporate governance policy;
(iv) supervision of the corporate responsibility policy; (v)
approval of the executive directors’ remuneration policy
and the main terms of their contracts; (vi) evaluation of
executive directors’ performance; (vii) follow-up of the
risk control and management policy and of the internal
information and control systems.
Corporate governance information is provided in more
detail in the 2011 Annual Corporate Governance Repor t,
which is available in the