Page 210 - 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)
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.