Page 110 - MEDIASET ESPAÑA / 2013. Financial Statements, Management and Corporate Governance Report

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MEDIASET ESPAÑA COMUNICACIÓN, S.A.
MANAGEMENT REPORT FOR THEYEAR ENDED DECEMBER 31, 2013
(Thousands of euros)
RULES GOVERNING THE APPOINTMENT AND REPLACEMENT OF DIRECTORS AND
THE AMENDMENT OF THE COMPANY´S BYLAWS
A. Appointment and removal of directors
Article 41 of the Company bylaws:
1. Directors shall be appointed pursuant to a resolution of the shareholders at the General Meeting, adopted
in accordance with the requirements of article 102 of the Spanish Corporation Law.
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 Meetingl.
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 favourable 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 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.