Page 24 - MEDIASET ESPAÑA / 2013. Corporate Responsibility Report

24
GOVERNANCE MODEL
There have been changes in corporate governance
legislation during 2013 requiring a process of adaptation
by the Company. The new requirements by the Spanish
regulator and the new recommendations concerning
transparency and reporting issued in the year include
the definition of new reporting structures, contents and
models for the annual corporate governance report and
the annual remuneration report, with greater disclosure
of internal control and risk management.
In 2013, the National Securities Market Commission
(CNMV) issued the updated Single Corporate
Governance Code for Listed Companies. As in previous
years, Mediaset España has carried out a detailed analysis
to ensure that its rules of governance are in line with the
best practices laid down in said Code and recent changes
to the law.
Mediaset España publishes its Annual Corporate
Governance Report in accordance with the CNMV
standard model, in which it reports on: the shareholder
and administration structure (Board of Directors and
Board Committees), related party operations, risk control
systems, the General Meeting, degree of follow-up of
recommendations concerning corporate governance and
other information of interest.
It also issues the Annual Directors’ Remuneration
Repor t in accordance with CNMV requirements, which
contains a detailed breakdown of the remuneration
received by the directors and includes a detailed and
individualised description of all amounts received
during the year of the repor t including earnings, per
diem expenses, any additional remuneration received,
contributions to defined contribution pension plans
and other items The repor t also contains information
on the system of remuneration which will determine
directors’earnings in the following year and the structure
and amounts paid to senior executives of Mediaset
España and the main Group companies. Mediaset
España anticipated this new CNMV recommendation
and has been disclosing individualised and detailed
information concerning its directors’ remuneration for
several years.
This information is made available to shareholders from
the date of publication of the convening of the General
Meeting and may be accessed on the website or by
requesting the sending of a free printed copy. In order to
afford greater transparency to the information published
by the company, both the Corporate Governance
Report and the Remuneration Report are verified by an
independent (PwC). Mediaset España thus continues to
be a pioneer among the Ibex 35 companies by submitting
these reports to external verification.
In its efforts to increase the participation of shareholders in
the Company’s decisions and make published information
more transparent, it should be noted that the Directors’
Remuneration Report is subject to the binding vote of the
shareholders in general meeting, as a specific item on the
agenda.The shareholders therefore have the opportunity
to take part in decisions on a highly relevant matter which
in most listed companies remains outside their decision-
taking scope.
Concerning the Company’s remuneration policy, the
members of the Board of Directors, in their capacity as
such, are entitled to receive remuneration comprising a
fixed annual quantity and board attendance expenses.
The shareholders, in general meeting, have the authority
to determine the maximum amount that the Company
can pay during a financial year to the Board members as
a whole in respect of annual remuneration and per diems.
For 2013, the maximum was set at €2.5 million.The Board
of Directors is responsible for determining the amount to
be paid to each director within said limit.The sum paid in
2013 amounted to less than €1.5 million, considerably less
than the limit set by the shareholders.
The remuneration system includes the right of executive
directors to receive variable income linked to the fulfilment
of some performance indicator. Therefore, the three
current executive directors (two managing directors and
one management and operations director) and entitled,
under the By-laws, to receive variable remuneration
commensurate with the Company’s performance
indicators. Additionally, under their remuneration plan the
CORPORATE GOVERNANCE MANAGEMENT