60 Sustainability Report 2014 Year in review PRISA, a global group Corporate Governance Recommendations Through the Annual Corporate Governance Report (ACGR), the company reports on the degree of compliance with corporate governance recommendations. Since the 2007 report, the company has taken on board and been guided by the recommendations outlined in the Unified Code on Good Corporate Governance issued by the Comisión Nacional del Mercado de Valores (CNMV) in May 2006. Of the 53 recommendations currently in force, the Company fully complies with 42. Of the 10 remaining recommendations, one do not apply to the Company, six have been partly addressed and three have not been met, predominantly due to structural factors and matters of internal regulation. Furthermore, since our common and convertible shares are classified as American Depositary Shares (ADS) on the New York Stock Exchange, PRISA meets the standards of corporate governance and information set out by U.S. legislation (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. Corporate Social Responsibility Policy The management of each business unit (publishing, press, radio, audio-visual and digital), 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 Report on Corporate Social Responsibility has been submitted to the Board for its approval, after being analyzed by the Corporate Governance Committee. Said Committee is increasingly becoming involved, with ever greater thoroughness, in corporate responsibility policy. The Regulations of the Board of Directors expressly confer the power “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 ”. Board of Directors and Management Team 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). Composition of the Board The structure of the Board of Directors, the Delegate Committee and other Committees has been reorganized, due to the resignations of the members Matías Cortes, Martin Franklin, Harry Sloan y Nicolas Berggruen, y de la incorporación de los consejeros, and the addition of new members, Claudio Boada Pallerés, John Paton and Roberto Lázaro Alcántara Rojas. Also in 2013, Iñigo Dago Elorza and Carlos Palacios Ulecia resigned as nonexecutive secretary and as non-executive deputy secretary, respectively, and were replaced in those positions by Antonio García-Mon Marañés and Teresa Diez-Picazo Giménez. The current composition of the Board is reflected in the right table. The Board of Directors shall be made up of a minimum 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 15members, including three executive members, three directors representing controlling shareholders, and nine independents. In accordance with U.S. law (which only contemplates the position of executive and independent Board members), the Board consists of three 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).
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