02. PRISA, a global group Annual Report 2013 Corporate Governance 27 Status Delegate be subject to a favorable opinion issued by the Appointments and Remuneration Committee, who will assess the performance of the directors over their previous mandate. ƒƒ Term: Members shall maintain their posts for a term of five (5) years and may be re-elected. The appointment of directors by co-optation is subject to ratification by the first General Meeting following his or her appointment. Directors shall offer their resignations to the Board of Directors when their term is completed, or when the General Meeting, subject to its statutory powers, decides to relieve them of their post. ƒƒ Retirement and removal: Directors shall offer their resignations to the Board of Directors when their term is completed, or when the General Meeting, subject to its statutory powers, decides to relieve them of their post. Directors shall offer their resignations to the Board of Directors and, if deemed appropriate, formally resign in the following cases: Comittee Audit Comittee Appointments and Remuneration Committee Committee a. When they are subject to any of the legally established prohibitions or grounds for disqualification. b. When based on a criminal offense they are indicted in ordinary felony proceedings or have been convicted in a misdemeanor proceeding. c. When they have received a serious reprimand from the Board of Directors for failure to fulfill their obligations as directors. d. When the reasons for which they were appointed have ceased to exist and, in particular, when an independent director or a director representing controlling shareholders loses his or her respective status as such. e. When in the course of a year they fail to attend more than two meetings of the Board of Directors, the Delegate Committee or any other Committee on which they sit, without just cause. f. When their remaining on the Board is deemed inappropriate, under the terms of Article 33.5 Executive Chairman Juan Luis Cebrián Echarri Executive Director x Vice-president Manuel Polanco Moreno Executive Director x CEO Fernando Abril-Martorell Executive Director x Members Juan Arena de la Mora Non-executive Independent Director x Nicolas Berggruen Directors representing Controlling Shareholders Martin Franklin Directors representing Controlling Shareholders x x Arianna Huffington Non-executive Independent Director x José Luis Leal Maldonado Non-executive Independent Director x Gregorio Marañón y Bertrán de Lis Non-executive Independent Director x x Alain Minc Non-executive Independent Director x x Agnès Noguera Borel Directors representing Controlling Shareholders x x Borja Pérez Arauna Directors representing Controlling Shareholders x Emmanuel Roman Non-executive Independent Director x Harry E. Sloan Non-executive Independent Director Ernesto Zedillo Ponce de León Non-executive Independent Director x Non-member Secretary Antonio García-Mon
PRISA Annual Report 2013
To see the actual publication please follow the link above