30
Together with the announcement of the Board meetings, in conformity with the
procedure stipulated in article 28.4 of the Board of Directors' Regulations, each director
receives the Agenda proposed by the Chairman, which should sufficiently explain the
matters to be dealt with. The announcement should be accompanied by the information
to be submitted at the Board meeting, except when, in the Chairman's opinion, in
exceptional cases and for security reasons, it is more appropriate that such
documentationbeexaminedonlyat Companyheadquarters.
Furthermore, article 34.3 of the Board of Directors' Regulations stipulates that it is each
director's obligation to obtain all the information that it deems necessary at all times for
the sound performance of his/her duties. In particular, each of the directors is obliged to
diligently inform upon the Company's performance. For such purpose, each director is
invested with the most extensive powers to furnish information on any aspect of the
Company, to the extent he/she deems necessary or advisable in order to diligently
exercise his/her functions. This duty of disclosure also extends to the various subsidiaries
integrating theAtresmediaGroup, and itmust always be exercised in accordancewith the
requirementsof good faith.
For these purposes, the Company will provide the specific support in order that the new
directors may acquire speedy and sufficient knowledge of the Company, and of its
corporate governance rules, andmay establish guidance programmes in this connection.
Likewise, the Companymay establish, when the circumstances so advise, programmes to
updateknowledgeaimedat directors.
In order not to adversely affect the Company's ordinary management, the duty of
disclosure will be channelled through the Chairman, or the Secretary to the Board of
Directors, who will deal with the director's requests, directly providing them with
information or offering them the Company delegates considered appropriate for each
case. In the event that theChairmanor the Secretary to theBoardof Directors are absent
or cannot channel such disclosure, such task will be performed by one of the Deputy
Chairmenor byaDeputyChairmanof theBoardofDirectors, respectively.
Likewise, the functions performed by the Secretary to the Board include that of adopting
themeasures required inorder that the Board is always up todatewith thematters dealt
with and the decisions adopted by the Executive Committee and the remaining
Committees. Accordingly, he/she must guarantee that all the Board members receive a
copyof theminutesof theExecutiveCommitteeand remainingCommitteemeetings.
C.1.42
Indicate and, where appropriate, detail whether the Company has established rules
obliging the directors to inform upon and, where appropriate, resign in those cases which
mayharm theCompany'sproceeds and reputation:
YesX No
Explain the rules
Inaccordancewitharticle15.2.f) of theBoardof Directors' Regulations, thedirectorsmust
offer their resignation to the Board of Directors and resign accordingly should the Board
deem it advisablewhen, in the figureof director, circumstances arisewhichmay adversely
affect the Company's proceeds and reputation. In such cases, the director must
immediately inform the Board about the criminal proceedings inwhichhe/she is involved
asdefendant, aswell as the subsequent outcome.
