64 Sustainability Report 2014 Year in review PRISA, a global group by the Board of Directors, subsequent to a report from the Corporate Governance Committee.Those transactions conducted by persons related or linked to directors which do not exceed 60,000 euros will require the authorization of the Corporate Governance Committee. Furthermore, Directors shall not participate in deliberations on matters in which they have a direct or indirect interest. Directors who are affected by such transactions will not exercise their right to vote, and will remain absent from the meeting room during deliberations and voting on all such matters. Authorization of the Board of Directors shall not be considered necessary for transactions that meet simultaneously the three following conditions: a. They are conducted under contracts whose terms are standardized and apply en masse to many customers. b. They are conducted at prices or rates that are generally set by the person supplying the goods or service concerned. c. The amount does not exceed 1% of the annual income of the person or entity receiving the service. Notwithstanding the foregoing, in cases where conflict of interest is, or may reasonably be expected to exist, of such a nature as to constitute a structural and permanent conflict between the Director (or a person related or linked to him/her or, in the case of a proprietary Director, the shareholder or shareholders that proposed or made his appointment or all those persons directly or indirectly related) and the Company or the companies integrated in the group, it is understood that the Director lacks, or no longer holds, the competence required to hold office. In addition, the Director may not provide professional services to competitors of the Company or of its subsidiaries and affiliates. This excludes positions in companies that that have a stable and significant stake in the shareholder structure of the Company. Furthermore, the Board of Directors must be made formally aware of any transaction between the Company and a significant shareholder. In no case will the transaction be authorized unless a report by the Corporate Governance Committee has been issued, evaluating the transaction in terms of market conditions. However, such authorization from the Board of Directors shall not be deemed necessary for those transactions that simultaneously satisfy the above three conditions (relating to directors). Likewise, and in order to safeguard the principle of transparency, the Board will publish via a range of channels (financial information, annual corporate governance report) a summary of all transactions conducted by the Company with Directors and major shareholders 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. These periodic evaluations have had a positive impact on the organization and functioning of the internal organs of the Company. 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 2013, 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 22, 2013, 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 98.197% of the votes in favor. The Remuneration Policy Report for the year 2014 will be submitted for approval to the Annual General Meeting to be held this financial year. This report, which has been prepared in accordance with the new model, both unique and standardized), approved by the CNMV Circular 4/2013, involves an exercise in transparency in the reporting of the remuneration of directors with a greater degree of justification and detail. Likewise, the Annual Corporate Governance Report will provide information regarding the remuneration of executives and the management team. Furthermore, the Company also 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 immediately and prior to its communication by any other means. This information will also be posted on the PRISA website.
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