02. PRISA, A GLOBAL GROUP ANNUAL REPORT 2011 Formal policies for good governance The principal objectives of Corporate Governance for Grupo PRISA are efficient administration and the provision of timely information, allowing the Group to respond to the needs of investors and analysts as well as to comply with legal disclosure requirements for regulated securities markets. The Group has established professional management structures of proven effectiveness and experience. It has developed a corporate communications policy providing market agents with the tools and information necessary for analysis and investment decisionmaking. Company restructuring in 2010 In 2010, PRISA concluded a Business Combination Agreement (BCA) with the US company Liberty Acquisition Holdings Corp. (which has the legal form of a “special purpose acquisition company”). This agreement led specifically to two capital increases with the consequent modification of the Group’s shareholder structure, statutes and regulations. The capital increases are as follows: 1. Capital increase by way of cash contribution by the issue and circulation of 241,049,050 Class A common shares, recognising pre-emptive subscription right via Warrants. 2. Capital increase by the issue and circulation of 224,855,520 Class A common shares, and 402,987,000 Class B convertible non-voting shares, to be subscribed by contribution of all common shares and warrants of Liberty Acquisition Holdings Corp., once absorbed by its subsidiary, Liberty Acquisitions Holdings Virginia, Inc. (the company resulting from the merger, hereinafter “Liberty”). The new Class A and class B shares were subsequently admitted to trading on the Madrid, Barcelona, Bilbao and Valencia stock exchanges, within the Exchange Interconnection (Continuous Market) System (SIBE) and as “American Depositary Shares” (ADS) on the New York Stock Exchange. PRISA Warrants trade on the Spanish stock exchanges. As a consequence of the issue and circulation of shares, PRISA acquired a number of new legal obligations with regards to filing information with the Spanish and US markets. Specifically, PRISA is now considered a foreign private issuer under the rules and regulations of the SEC and is obliged to comply with the requirements of U.S. federal securities laws applicable to public companies, such as the Securities Exchange Act of 1934 and the Sarbanes-Oxley Act of 2002, as well as those governing corporate governance at the NYSE. Internal regulations The company is governed according to its Articles of Association and the following regulations: General Shareholder’s Meeting Regulations These regulate the principal norms for the convocation and conduct of General Shareholders’ Meetings, establishing that the “General Shareholders’ Meeting is the supreme sovereign body of the company and compliance with its decisions is obligatory for all shareholders”. Board of Directors Regulations The purpose of these regulations is to determine the principles on which the actions of the Board are based, the rules of its organization and the functions and norms of conduct of its members. Internal Code of Conduct for Securities Market Issues This establishes the Codes of Conduct for issues related to securities markets. It includes regulations for the timely and accurate communication of company information to the markets, in order to avoid the improper use of inside information and resolve possible conflicts of interest. These Codes of Conduct are applicable to members of the Board of Directors and top management and may also be applied to corporate department heads and other managers or employees of the Group who may have access to privileged information. The Secretary General of the Group will oversee compliance with the Codes of Conduct included in this Regulation. Corporate Governance Recommendations Through the Annual Corporate Governance Report (ACGR), the company reports on the degree of com23