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102

MEDIASET ESPAÑA COMUNICACIÓN, S.A.

As regards free-to-air television, we expect that the process of consolidation and normalization in our sector during

recent years, in which our Group was a pioneer, to continue apace, most notably now, when as mentioned previously, a

stable environment in which six new channels were assigned in the past year.

We expect the advertising cycle to continue apace on the back of the underlying economic growth; in this context, the

recovery of advertising sales prices which were seriously affected during the crisis, will continue as a priority.

Available data on TV consumption and its share of the total advertising income pie indicate that after the economic

recovery is consolidated,TV advertising revenues will not have suffered from the arrival of new platforms which involve

television operators such as ourselves.

Within this context of the concentration and consolidation of operators, the Company ‘s business strategy will be

focused on how to maintain its strong lead, in both terms of audience as well as advertising market, while being fully-

adapted to the environment which affects income generation as well as its cost structure, in order to facilitate the

growth of our margins and cash flows taking advantage of the financial leverage which is consubstantial in our sector.

As far as its programming lineup is concerned, the Company will continue to support genres which have traditionally been

popular, thereby making it the indisputable leader of the market; it will also continue with its strategy of diversification,

focusing on the different audience to which the family of channels is tailored (which in 2016, will include another

member) to gain a better rapport with the audience and serve as a more effective way to present ourselves to our

clients.

A final first-line goal is to maintain a solid financial and equity position (while remaining debt-free and with positive cash-

flow), thereby making it possible to objectively and independently consider operational and business opportunities as

they arise within the context of the current ever-changing environment, while bolstering the Group’s competitive edge

in the face of the high financial leverage which affects the majority of the companies competing in its sector.

Also, once our sector’s economic situation seems more normalized, we will maintain our shareholder remuneration

policies based on distribution (using the different measures at our disposal, dividends, the purchase of treasury shares,

and others) of surplus cash. It is also important to recall that we are currently in the abovementioned process of

complying with the share buyback plan as an effective way to remunerate our shareholders.

SHAREHOLDER AGREEMENTS

Throughout 2014, side agreements in force declined. These side agreements were included in the “Significant Event”

notice filed by the Company with the National Securities Exchange Commission (CNMV) on February, 8, 2011. Prisa

Television was entitled to appoint two members to the Mediaset Board of Directors (vs. 8 Mediaset members); it would

also be allowed to keep one director on the Board as long as it holds minimum of 5% of Mediaset’s share capital. Prisa

Television also had the right for some of its representatives on the Mediaset Board of Directors to hold certain positions

within this organ or other commissions while Prisa Television would maintain its investment in Mediaset higher than

10% (a non-executive vice president; a member of the executive committee; a member of the audit and compliance

commission, and a member of the naming and the Appointments and Remuneration Committee).

Throughout 2014, Prisa Television reduced its shareholding in Mediaset to below 5% of its share capital, which meant

that such side agreements were rendered totally without effect.