Page 65 - MEDIASET ESPAÑA / 2012. Corporate Responsibility Report
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65
CORPORATE RESPONSIBILITY REPORT 2012
main companies of the Group. Since last year in order to
give greater transparency to the information published by
the company the Remuneration Policy Report is checked
by an independent expert PriceWaterhouseCoopers.
This information is made available to shareholders from
the date of publication of the calling of the General
Meeting and may be accessed by way of the website
or by requesting the sending of a free printed copy, and
is subject to a binding vote in a separate point on the
agenda at the General Meeting.
Mediaset España also continues to be a pioneer among
the companies of the Ibex 35 by submitting its Corporate
Governance Report to external verification.
The structure of the board of directors has stayed
unchanged both in terms of its composition and the
number of directors, and is therefore still in compliance
with the recommendation for good governance which
limits it to 15 directors. In the same way women’s
representation on the board of directors has remained
stable with 6·66% of the total number of directors, and
independent directors continue to represent 33·33% of
the total members of the board.
The Regulations of the Board of Directors include:
the limitation on the term which may be served by
independent directors, which is set at 12 years; the age
limit at which directors must offer their resignations to
the board, which following the modification is eighty; the
obligation on the part of directors to inform the board
of directors of any criminal proceedings in which they
are implicated and of the development of the same and
that of informing the Appointments and Remunerations
Committee of their other professional occupations
including any other boards of directors on which they sit.
As regards the powers of the board of directors the
following matters among others are reserved for its
exclusive consideration and may not be delegated to any
other decision-making body: (i) approval of annual budget
and strategic plan, (ii) supervision of the investment
and finance policy and of the corporate structure of
Mediaset España, (iii) approval of the policy of corporate
governance, (iv) supervision of the policy of corporate
responsibility, (v) the recently approved power to draw up
the Directors’ Remuneration Policy Report, (vi) approval
of the remuneration policy for the executive directors and
the main conditions to be respected in their contracts,
(vii) performance assessment for executive directors, (viii)
monitoring of risk control and management policy and of
internal information and control systems.
Another change to the powers of the board of directors
has been the tightening of the procedure for authorising
competition, with the removal of the possibility of it being
the board of directors which dispenses with the restriction
on competition by directors, and the imposition of the
requirement that the General Meeting authorises this
type of exoneration.
The committees which assist the board in its work -
the Executive Committee, the Audit and Compliance
Committee and the Appointments and Remuneration
Committee - are chaired by independent directors,
the number of directors required to make up these
committees having been altered in the Regulations of the
Board of Directors.
Corporate governance information is provided in more
detail in the 2012 Annual Corporate Governance Report,
which is available in the website:
Share capital
Date of last change
Share capital (
€
)
Number of shares
Number of voting rights
29/12/2010
203,430,713
406,861,426
406,861,426
