Page 111 - 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)
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 DIRECTORSAND, SPECIFICALLY, POWERSTO 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.
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.