Page 194 - MEDIASET ESPAÑA / 2012. Financial Statements, Management and Corporate Governance Report

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MEDIASET ESPAÑA COMUNICACIÓN, S.A. AND SUBSIDIARIES
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
p) Oversight of corporate social responsibility policy.
q) Approval of the remuneration policy for executive directors for their executive functions and the main
terms that their contracts must fulfil.
r) Performance evaluation of the Company’s executive directors.
s) Monitoring, following a prior report of the Audit and Compliance Committee, of the risk control and
management policy, and the internal information and control systems.
t) Approval of Company policy on treasury shares.
u) Staying abreast of the removal and appointment of senior executives, and their contract terms.
v) Approval at the proposal of the Audit and Compliance Committee, of the financial information that the
Company must publish periodically.
w) Approval of the creation or acquisition of ownership interests in special-purpose entities or companies
domiciled in countries or territories considered to be tax havens and any transactions or operations of a
similar nature which, due to the complexity thereof, may adversely affect the Group’s transparency.