58 Sustainability Report 2014 Year in review PRISA, a global group aforementioned dividend in cash, in shares valued at 1 euro per share or a combination of both). The payment of the annual dividend on Class B shares took place in September 2013, although given the possibility of converting B shares to A shares during conversion windows taking place every month, and given the obligation of the company to remunerate all outstanding dividend payments at the time of the conversion of the shares, PRISA has made payments of dividends to its shareholders in each of the Class B conversion windows, whenever requests for voluntary conversion have been made. In 2013, the minimum guaranteed dividend for the year 2012 for the Class B shares was paid out in shares amounting to a total of 54,990,280 Class A ordinary shares Likewise, the minimum dividend due on Class B shares whose voluntary conversion was requested during the year 2013, has resulted in the issuance of a total of 6,330,624 Class A ordinary shares. Formal policies for Good Governance The principal objectives of Corporate Governance for Grupo PRISA 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 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 proposes a range of measures aimed at improving the corporate governance of the Company, and these are now being implemented by the Board of Directors and all other committees. During 2013 the Corporate Governance Committee has focussed its efforts on examining the new regulatory framework on corporate governance and on the analysis and practical implementation of new obligations involving information and transparency that affect the Company. Internal company regulations The company is governed according to its Articles of Association and the following regulations: 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”. 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. 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. Code of Conduct This establishes general guidelines that govern the conduct of PRISA and all Group employees in compliance with their duties and their business and professional relationships, and in accordance with the laws of each country while also respecting generally recognized ethical principles. The values and principles that should guide the actions of employees of the Group are integrity, honesty, rigor and dedication to the pursuit of business, responsibility, commitment and transparency, pluralism and respect for all ideas, cultures and persons, creativity and innovation in business development, and responsible, efficient and sustainable development, thereby generating shareholder value and value for the Group. The General Secretariat of the Group regularly reports to the Corporate Governance Committee on its ongoing monitoring and on compliance with the rules by employees. The Corporate Governance Committee conducts an annual report on this evaluation and the degree of compliance with the Code of Conduct, which is then communicated to the competent governing bodies of PRISA.
Informe Anual EN
To see the actual publication please follow the link above