Page 112 - 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)
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.
x) Authorization, following a favourable report of the Audit and Compliance Committee, of the
related-party transactions that Mediaset España Comunicación, S.A. may perform with directors
or persons related to the directors or to significant shareholders, except for those which fulfil the
following conditions: (i) they are applied en masse to a group of customers and in accordance with
standard terms and conditions, (ii) they are performed at prices established in general terms by
the supplier of the service or on an arm’s length basis, (iii) the related amount does not exceed
1% of Mediaset España Comunicación’s annual revenue. The directors affected by related-party
transactions which, due to the nature thereof, are subject to vote by the Board of Directors, shall
not attend the meeting and may not vote or delegate their vote.
y) Any other matters that the Board of Directors Regulations reserve for handling by the Board
in full.
The powers reserved for the Board of Directors, except those that legally or statutorily cannot be delegated, are vested
in the Executive Committee and the two chief executive officers, PaoloVasile and Giuseppe Tringali.