02. PRISA, a global group Annual Report 2013 The structure of the Executive Delegate Committee and other Committees was also reorganized. At the meeting of the Board of Directors of February 27, 2013, Iñigo Dago Elorza resigned as secretary of PRISA’s Board of Directors, with Antonio García-Mon Marañes subsequently being named as Non-member Secretary. Meanwhile, at the meeting of the Board of Directors of May 8, 2013, Carlos Palacios Ulecia resigned as Deputy Secretary of PRISA’s Board of Directors, with Maria Teresa Diez-Picazo Giménez replacing him in the post. The current composition of the Board is reflected in the accompanying table. The Board of Directors shall be made up of a minimum 26 of three and a maximum of 17 members, determined at the annual shareholders’ meeting. Their number shall be decided and they shall be appointed by the AGM. The Board is currently made up of 16 members, including three executive members, four directors representing controlling shareholders, eight independents and one outside director. In accordance with U.S. law (which only contemplates the position of executive and independent Board members), the Board consists of four executive members and 12 non-executive, independent directors. Company directors come from a wide variety of academic and professional backgrounds. Their CVs may be viewed on the Company website (www.prisa.com). Executive Delegate Committee and Board of Directors Committees PRISA’s Board has established a number of committees: an Executive Delegate Committee, an Audit Committee, a Corporate Governance Committee, and an Appointments and Remuneration Committee. Details of the composition and responsibilities of the Executive Delegate Committee and of the other committees, as well as meetings held over the course of 2012, are available in the ACGR. The Audit Committee, the Corporate Governance Committee, and the Appointments and Remuneration Committee have all published reports describing their functions and activities over 2012. Appointing and removing board members Chapter VI of the Board Regulations details the procedures for the appointment and removal of Board members: ƒƒ Appointing members: Members are appointed by the AGM or, provisionally, by the Board in accordance with the stipulations in the Companies Act, Ley de Sociedades de Capital y los Estatutos Sociales. Motions for the appointment of directors are submitted by the Board of Directors to the shareholders’ meeting and the appointment decisions adopted by said body by virtue of the powers of co-optation legally attributed thereto, will be in accordance with the provisions of this Regulation and shall be preceded by the appropriate proposal or report from the Appointments and Remuneration Committee or the Corporate Governance Committee, as applicable, and shall not be binding. In accordance with Article 15 bis of the Articles of Association, 75 per 100 of the voting shares present or represented at the General Meeting shall be required to amend the administrative body of the Company and for the appointment of a Board Director, unless the nomination comes from the Board of Directors. ƒƒ Appointment of outside directors: The Board of Directors and the Appointments and Remuneration Committee shall, within the scope of their powers, ensure that all candidates are persons of recognized competence and experience. It is the Corporate Governance Committee’s task to assess the skills, knowledge and experience required to sit on the board, and define, therefore, the duties and qualifications required of the candidates to fill each vacancy and evaluate the time and dedication necessary for them to carry out their duties. ƒƒ Re-election of directors: Motions for the reelection of board members are submitted by the Board of Directors to the shareholders meeting and shall
PRISA Annual Report 2013
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