Page 20 - MEDIASET ESPAÑA / 2013. Corporate Responsibility Report

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GOVERNANCE MODEL
Mediaset España’s corporate governance system is the framework which governs and
guarantees the Company’s proper management, orientated towards generating value
for shareholders.The system is built around policies, regulations and procedures which
envisage the highest standards of transparency and good practice in the Corporate
Governance area.
CORPORATE GOVERNANCE SYSTEM
The Company’s governing bodies are the General
Shareholders’ Meeting, the Board of Directors and the
Board committees.
The Shareholders’ Meeting is governed by applicable
legislation, the Company’s By-laws and the General ‘
Meeting Regulations approved by Mediaset España.As the
highest governing body, the Shareholders’General Meeting
represents all shareholders and takes decisions by majority
vote on the matters coming under its competence.
Following corporate governance guidelines, the detailed
proposals of resolutions to be adopted by the shareholders
in general meeting are disclosed when the announcement
of the meeting is published. Any matters which are
substantially independent are voted on as a separate item
on the agenda, so that shareholders may express their
voting preferences separately.
Shareholders attending the general meeting held in 2013
represented almost 83% of total shareholders.
For its part, the Board of Directors is the Company’s
maximum decision-taking body, except with respect
to matters which are the exclusive competence of
the general meeting. The Board thus hold all authority
necessary to manage the Company’s affairs. However,
the Board’s policy is to delegate the Company’s ordinary
management to delegated bodies and the management
team, in order to focus its activity on determining the
general strategy of Mediaset España and on its general
supervisory role.
The structure of the Board of Directors has stayed
unchanged both in terms of its composition and the
number of directors, and is therefore still in compliance with
the corporate governance guidelines which limit it to 15
directors. In the same way women’s representation on the
board of directors has remained stable with 6·66% of the
total number of directors Independent directors continue
to represent 33·33% of the total members of the Board.
The committees which assist the Board in its tasks are
the Executive Committee, the Audit and Compliance
Committee and the Appointments and Remuneration
Committee, all of which are chaired by independent
directors.
The Audit and Compliance Committee and the Appoint-
ments and Remuneration Committee are governed by
the Board Regulations and by their own specific rules.
In order to ensure that the process for selecting the
members of the Board of Directors is completely
objective and that, if the opportunity arises, is proves
possible to have a higher number of women on the Board,
the Appointments and Remuneration Committee has
drawn up, following the relevant analysis, a list of women
that meet the requirements to be appointed members of
the Company’s Board of Directors.
GOVERNANCE STRUCTURE