02. PRISA, a global group Annual Report 2013 25 number of new legal obligations with regards to filing information with the US markets. Specifically, PRISA is now considered a foreign private issuer under the 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. Criteria for actions by the Board of Directors As indicated in the Board of Directors Regulations, the actions of the Board must be subject to the following criteria: compliance with corporate purpose, defense of the long-term viability of the Company and the enhancement of its real value, safeguarding the identity and professional, ethical and editorial principles of the Group’s media. Culture of Corporate Social Responsibility in the governance bodies of the Company Corporate Social Responsibility Policy The management of each business unit (publishing, press, radio and audio-visual), will adopt the necessary measures to ensure fluid communication with the plurality of social interests and concerns. To this end, the Group’s media outlets will keep channels of communication permanently open to these interests. Various members of the administrative and management organs of the Company hold executive functions that involve them directly in the Company’s media organizations. This puts them in a position of constant communication with stakeholders. In recent years, increasing amounts of information about the Company’s Corporate Social Responsibility policies have been made available. This will continue to be the case, as we provide the public with improved and more complete information about PRISA’s CSR policies. Since 2008, the Annual Report on Social Responsibility has been submitted to the Board for its approval. The Regulations of the Board of Directors enables the Corporate Governance Committee “to monitor, promote, guide and oversee the performance of the Company in the area of corporate social responsibility and sustainability, as well as corporate reputation, and report thereon to the Board of Directors and the Executive Delegate Committee, as appropriate”. Appointments and Resignations Specific procedures regulating executive appointments Company directors are appointed by the Executive Chairman or CEO who are granted this authority under Articles 10 and 11 of the Board of Directors Regulations. The Appointments and Remuneration Committee reports on all appointments and resignations, retirements and removals of directors (Article 25 Board of Directors Regulations). Formal procedures regulating appointments, reelection, evaluation and removal of board members Composition of the Board In July 2012 Ignacio Polanco Moreno presented his resignation as President and Chief Executive and Diego Hidalgo Schnur also resigned as a director of the Company. In view of these resignations, the Board structure was reorganized: Juan Luis Cebrian, Manuel Polanco and Fernando Abril Martorell assumed the positions of Executive Chairman, Vice-President and CEO, respectively, and the Board delegated all powers, apart from those that may not be delegated, upon Mr. Cebrian and Mr. Abril-Martorell Meanwhile, in order to cover the vacancies left by the resignation of Ignacio Polanco Moreno and Diego Hidalgo Schnur, the Board appointed by cooptation the independent directors Jose Luis Leal and Arianna Huffington. The Board also appointed Mr. Ignacio Polanco Moreno as Honorary President of PRISA.
PRISA Annual Report 2013
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