Page 193 - MEDIASET ESPAÑA / 2012. Financial Statements, Management and Corporate Governance Report

193
FINANCIAL STATEMENTS AND MANAGEMENT. ANNUAL CORPORATE GOVERNANCE REPORT. BALANCE SHEETS 2012
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 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.
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.Article 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.