Page 100 - MEDIASET ESPAÑA / 2012. Financial Statements, Management and Corporate Governance Report

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MEDIASET ESPAÑA COMUNICACIÓN, S.A.
2. Notwithstanding the foregoing, the designation of directors through the proportional system referred to in
article 137 of the Spanish Corporation Law is duly safeguarded.
3. In the event of a vacancy during the term for which the directors were appointed, the Board may co-opt a
shareholder to occupy the position until the earliest General Meeting.
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 favorable report 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 jeopardizes 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 Report.
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.