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CONSOLIDATED FINANCIAL STATEMENTS AND CONSOLIDATED MANAGEMENT REPORT 2015
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 favorable 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.
B. Section 9 of the in-house Code of Conduct of Mediaset España Comunicación, S.A.
and its Group governing its dealings in the securities markets sets out the rules applicable
to transactions in treasury shares, specifically providing the following:
9.1. Definition of treasury share transactions falling under the remit of the securities market code
of conduct
Transactions with treasury shares shall be deemed to be those engaged in with shares issued by Telecinco Group
companies and derivative instruments whose underlying is the aforementioned shares.
These transactions may be undertaken:
a) Directly by the Company or by other Mediaset España Group companies.
b) Indirectly, through third parties with an explicit or implicit mandate.
c) By third parties without a mandate but acting to the same end.