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Corporate Governance

Telecinco’s eforts to align its regulations and corporate governance to the recommendations of the Unifed Code of Corporate Governance have been recognised by, among others, the Observatory of Corporate Social Responsibility, that ranks Telecinco frst among IBEX-35 companies with respect to Corporate Governance compliance. The study ofered a positive assessment of the efort made by Telecinco in relation to the information reported each year on corporate governance and the level of its compliance with the Unifed Code’s recommendations.

As a result of the profound and substantial changes made by Telecinco to its structure, regulations and manner of reporting to shareholders, corporate governance is well established within its management structure.

Noteworthy is Telecinco’s pioneer imitative among IBEX companies of seeking external assurance for its Annual Corporate Governance Report since 2009.

The Company’s ultimate decision -making body is its Board of Directors that has all the necessary competencies for its administration and delegates the ordinary management of activities to the Steering Committee, the Audit and Compliance CommitteeandtheAppointmentsandRemuneration Committee.

In 2010 the entry of the Prisa Group as a shareholder of Telecinco as a result of the integration of the management company of the free television channel “Cuatro” in the capital of Telecinco, supposed an increase in the size of the Board of Directors, set at 15 members, in order to allow for two new nominee directors representing

the new shareholder. This jeopardised compliance with the recommendation concerning the size of the Board of Directors. Therefore, and pursuant to the recommendations of the Appointments and Remuneration Committee, in March 2010 one of the executive directors was dismissed. At the same time and as various appointments had expired, the Appointments and Remuneration Committee considered that the most appropriate option would be not to renew the appointment of any director who did not form part of a Committee. This efort by the company kept the number of directors at 15, ensuring consistency between the recommendation and the obligations deriving from such integration and made it possible to go on complying not only with the appropriate number of directors but also the category balance with the independent directors of Telecinco continuing to represent 33.33%. It should be noted that the Chairman of the Board of Directors is also independent.

Female presence on the Board has not changed since 2009 with the presence of Ms Helena Revoredo Delvecchio as an independent director.

Of the aspects set out in the Board’s Regulations, noteworthy are: the limitation of the mandate for independent directors, set at 12 years; the age limit when directors should tender their resignation to the Board of Directors, set at 80 following the unanimous amendment of Article 14-3.a) and the directors’ obligation to inform the Board of Directors of any penal proceedings in which they appear as the accused and the development of the same and to report to the Appointments and Remuneration Committee any other professional positions they may hold, including any other Board of Director in which they may participate.

Noteworthy were the measures aimed at increasing shareholder participation through the right to attend the General Shareholders’’ Meeting if one voting share is held and through the possibility

Corporate Responsibility 2010

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