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Informe Anual EN

62 Sustainability Report 2014 Year in review PRISA, a global group Executive Delegate Committee and Board of Directors Committees PRISA’s Board has established a number of committees: i) an Executive Delegate Committee, ii) an Audit Committee, iii) a Corporate Governance Committee, and iv) 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 2013, 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 2013. Appointing and removing board members Chapter VI of the Board Regulations details the procedures for the appointment and removal of Board members. 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 cooptation 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. 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 Governanc 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. Re-election of directors Motions for the reelection of board members are submitted by the Board of Directors to the shareholders meeting and shall be subject to a favorable opinion issued by the Appointments and


Informe Anual EN
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