02. PRISA, a global group Annual Report 2013 Formal policies for Good Governance The principal objectives of Corporate Governance for the Group 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 24 management structures of proven effectiveness and expertise. It has developed a corporate communications policy providing market agents with the tools and information necessary for analysis and investment decision-making. The Company has a Corporate Governance Committee, whose functions include the overseeing and improving the Company’s corporate governance strategy. The Committee has proposed a range of measures aimed at improving the corporate governance of the Company, which are now being implemented by the Board of Directors and all other committees. Internal Company regulations The Company is governed according to its Articles of Association and the following regulations: ƒƒ General Shareholders’ 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”. ƒƒ 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. ƒƒ 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 to resolve possible conflicts of interest. This Codes of Conduct is applicable to members of the Board of Directors and senior 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. ƒƒ Code of Conduct: The Code of Conduct is generally applicable to all PRISA employees. The Annual General Meeting held on June 30, 2012 approved an amendment to the Company Articles of association and the Regulations of the General Shareholders´ Meeting, so as to be fully compliant with current legislation and also as a result of the resolutions adopted at the above mentioned shareholders’ meeting in favor of a global operation that had as its aim and purpose to strengthen the equity and treasury of the Company. Furthermore, the Board of Directors Regulations were amended to adapt to the new organizational structure of the Company, enabling, essentially, that the presidency of the Executive Delegate Committee be assumed by the Executive Chairman of the Board. Corporate Governance Recommendations Through the Annual Corporate Governance Report (ACGR), the Company reports on the degree of compliance with corporate governance recommendations. Since the 2007 report, the Company has taken on board and been guided by the recommendations outlined in the Unified Code on Good Corporate Governance issued by the Comisión Nacional del Mercado de Valores (CNMV) in May 2006. Furthermore, since our common and convertible shares are classified as American Depositary Shares (ADS) on the New York Stock Exchange, PRISA has acquired a
PRISA Annual Report 2013
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