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strategy and exercising general supervisory functions. In any case, decisions on the following matters are the exclusive reserve of the Board of Directors and may not be delegated:

a) Authorisation for issue of the fnancial statements, management report and proposed distribution of proft and the consolidated fnancial statements and Group management report.

b) Appointment of directors by co-optation and proposals to the General Meeting for the appointment, ratifcation, re-election or removal of directors.

c) Designation and re-election of internal positions on the Board of Directors and members of committees.

d) Establishment of the remuneration of the members of the Board of Directors, to be proposed by the Appointments and Remuneration Committee.

e) Payment of interim dividends.

f) Announcements relating to any takeover bids launched for the securities issued by the Company.

g) Approval and amendment of the Board of Directors’ Regulations governing internal organisation and functions.

h) Authorisation for issuance of the annual Corporate Governance Report.

i) Exercise of the powers delegated by the shareholders in general meeting when powers of substitution have not been established and the performance of any duties entrusted by the shareholders in general meeting.

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 fve per cent and of an amount in excess of EUR 13,000,000.

k) Conclusion of any agreement or establishment of any legal relationship between the Company and any third party valued at over EUR 80,000,000.

l) Approval of annual budgets and, if applicable, strategic plans.

m) Oversight of investing and fnancing policy.

n) Oversight of the shareholder structure of the Telecinco 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 fulfl.

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.

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Financial Statements, Management and Corporate Governance Report. 2010