Page 208 - MEDIASET ESPAÑA / 2013. Financial Statements, Management and Corporate Governance Report

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MEDIASET ESPAÑA COMUNICACIÓN, S.A. AND SUBSIDIARIES
MANAGEMENT REPORT FOR THEYEAR ENDED DECEMBER 31, 2013
(Expressed in thousand of euros)
RULES GOVERNINGTHE APPOINTMENT AND REPLACEMENT
OF DIRECTORS ANDTHE 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 Meeting
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.