Page 209 - 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)
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 DIRECTORS AND, SPECIFICALLY, POWERS TO ISSUE OR BUY
BACK SHARES
These powers are regulated firstly in the Company’s bylaws and secondly in the internal code of conduct.
A. Ar ticle 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.