Page 101 - MEDIASET ESPAÑA / 2012. Financial Statements, Management and Corporate Governance Report

101
FINANCIAL STATEMENTS, MANAGEMENT AND CORPORATE GOVERNANCE REPORT. 2012
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.
A. Ar ticle 37 of the bylaws regulates management and supervisory powers as follows:
1. Except for matters reserved solely to General Meeting, the Board of Directors is the Company’s highest
decision-making body.
2. The Board of Directors has all the powers required to manage the Company. However, the management of the
Company’s ordinary business shall generally be entrusted to the steering committees and to the management
team and the Board of Directors shall focus on establishing the Company’s general strategy and exercising
general supervisory functions. In any case, decisions on the following matters are the exclusive reserve of the
Board of Directors and may not be delegated:
a) Authorization for issue of the financial statements, management report and proposed distribution of
profit and the consolidated financial statements and Group management report.
b) Appointment of directors by co-optation and proposals to the General Meeting for the appointment,
ratification, re-election or removal of directors.
c) Designation and re-election of internal positions on the Board of Directors and members of committees.
d) Establishment of the remuneration of the members of the Board of Directors, to be proposed by the
Appointments and Remuneration Committee.
e) Payment of interim dividends.
f) Announcements relating to any takeover bids launched for the securities issued by the Company.
g) Approval and amendment of the Board of Directors’ Regulations governing internal organization and
functions.
h) Authorization for issuance of the annual Corporate Governance Report.
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 13,000,000 euros.
k) Conclusion of any agreement or establishment of any legal relationship between the Company and any
third party valued at over 80,000,000 euros.
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 Mediaset España Group.
o) Approval of corporate governance policy