63 Sustainability Report 2014 Commitments and future challenges Sustainability at PRISA Remuneration Committee, who will assess the performance of the directors over their previous mandate. Term Members shall maintain their posts for a term of five (5) years and may be reelected. 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. 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: ƒƒ When they are subject to any of the legally established prohibitions or grounds for disqualification. ƒƒ When based on a criminal offense they are indicted in ordinary felony proceedings or have been convicted in a misdemeanor proceeding. ƒƒ When they have received a serious reprimand from the Board of Directors for failure to fulfill their obligations as Directors. ƒƒ 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. ƒƒ 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. ƒƒ When their remaining on the Board is deemed inappropriate, under the terms of Article 33.5 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. Objectivity and secret voting Directors affected by proposals for reelection 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. 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. Conflicts of interest Situations that may involve a conflict of interest, for both Company directors and significant shareholders, are provided for in the Board Regulations and in the PRISA’s Internal Regulations for Conduct Relating to Securities Markets and its Group of Companies. Directors must notify the Company of any situation that may involve a conflict of interest. Professional or commercial transactions, be they direct or indirect, conducted between directors (or persons linked or related to them, when such transactions amount to more than 60,000 euros) and the Company or any of its subsidiaries, must be authorized
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