02. PRISA, a global group Annual Report 2013 28 of the Board Regulations, and may directly, indirectly or through third parties associated with the Board Member, imperil the loyal and diligent exercise of his or her functions with regards to company interests. Under the terms of the aforementioned Article 33.5, in all those situations where there exists a conflict of interests, or one may be reasonably be expected to exist, and this is deemed to constitute a structural and permanent conflict between the Board Member (or between an associate, or in the case of a director representing controlling shareholders, a shareholder who proposed his or her appointment, or any other party directly or indirectly related to him or her) and with the Company or Group Companies, said Member will be deemed to have failed to fulfill the duties inherent in his or her post. The Board of Directors shall not propose the removal of any independent director before completing the term of office, as set forth in the bylaws, for which he or she was appointed, unless the Board deems that there is just cause for doing so and after seeking the opinion of the Corporate Governance Committee. In that regard, just cause shall be deemed to exist when the director has failed to fulfill the duties inherent in his post. Committee members shall leave their posts when they cease to be directors. ƒƒ Objectivity and secret voting: Directors affected by proposals for re-election or removal will be absent during all discussion and voting on such matters. All votes of the Board that relate to the appointment, re-election or removal of directors shall be secret if so requested by any member and without prejudice to the right of all directors to put their vote on the record. Evaluation of the performance and composition of the Board of Directors Evaluation of the performance and composition of the Board of Directors, the chair of the board and the top executive is approved by the Board, after a report from the Corporate Governance, Committee (articles 5.3 b.x) and 26 of the Board Regulations. Information The Company’s Annual Corporate Governance Report (ACGR) provides detailed information on the shares held by the board members in the Company, the posts they hold in the different PRISA companies, as well as posts and stakes held in other companies, analogous or complementary to the Group’s mission. The ACGR also provides information about the overall remuneration of Board members (without prejudice to the more detailed and individualized information as reflected in the Remuneration Policy Report, as described below), on the guarantee or protection clauses of which they are beneficiaries and on transactions which they may be party to. Transparency Remuneration Policy The Board of Directors and the Appointments and Remuneration Committee approve the annual remuneration policy of the Board of Directors and the Management team. In 2012 the Company prepared a remuneration policy report with details of individual directors’ remuneration over the previous year. This report was submitted to a vote, on a consultative basis and as a separate item on the agenda at the Annual General Meeting of Shareholders held on June 30, 2012, in compliance with the Sustainable Economy Act (Ley de Economía Sostenible -which introduced Article 61 ter in the Securities Exchange Act regulating the Remuneration Policy Report) and was approved with 89.75 % of the votes in favor. The Annual Corporate Governance Report will provide information regarding the remuneration of executives and the management team. Furthermore, the Company complies with Article 260 of the LSA (Law of Limited Liability Companies), establishing that the Report must include the “total overall remuneration” of executives. Transparency of Information Providing relevant information to the markets The Company will provide the securities markets, through the CNMV and SEC, with relevant information
PRISA Annual Report 2013
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