Corporate Governance 2015 Consolidated Financial Statements Report Management 2015 DOWNLOAD 48 PRISA, a global group In 2015, the Group completed the process of revising the company’s internal rules of corporate governance to adapt these rules to both the new Ley de Sociedades de Capital (Companies Act), passed in December 2014, and to the new Code of Good Governance for Listed Companies, passed by the CNMV in February 2015. The results of this process include: • At the PRISA Shareholders Meeting held in April 2015, the company Bylaws and the General Meeting Regulations were amended. • The Regulations of the Board of Directors have also been amended, not only in order to adapt to the new law but also to include certain recommendations from the Code of Good Governance. Thus, the Corporate Governance Committee will now be overseeing Corporate Social Responsibility (CSR) policy, and will have the following functions: - To drive corporate governance strategy and monitor the performance of the Group in CSR and subsequently report to the Board of Directors. - To inform and propose to the Board, for its approval, the Annual Report on Corporate Governance, and the Social Responsibility and Sustainability Report. - To oversee the communication strategy, and relations with shareholders and investors, including small and medium shareholders. 2015 Corporate governance annual report DOWNLOAD • In December 2015, and in line with recommendations contained in the CNMV Code, the Board adopted a “Policy of communication with shareholders, institutional investors and proxy advisors” and a “Policy for the selection of Board Members”. In this regard, it should be noted that the Appointments and Remuneration Committee has approved the objective, set for 2020, that the number of women directors should be at least 30% of the total, after adopting a set of principles and guidelines to be observed internally by the company to improve gender balance in the management bodies of PRISA. • Finally, the Board also approved the Group Fiscal Strategy, which aims to ensure compliance with tax regulations and the guiding principles of good fiscal governance, as well as to help minimize fiscal risks arising from business activities and to ensure that the Group behaves in a fiscally responsible manner with society and its stakeholders, without prejudice to the generation of shareholder value, and thereby avoiding tax risks and inefficiencies in the execution of business decisions, as well as ensuring good corporate governance. In 2016, the actions undertaken in 2015 in terms of corporate governance, crime prevention and compliance in order to consolidate the organizational structure of compliance within PRISA, will continue. There
Memoria 2016 EN_PRISA_20160315_V4 baja
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