CNMV_IAGC 2013_DEFINITIVO_ING.REV - page 41

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Governance Report will include all the conflicts of interest in which the Company's directors are
immersed.
The directors must also notify the direct and indirect holdings which, both they and the persons
related thereto under the terms of this article, owned in the capital of a companywith an identical,
similar or complementary activity to that constituting the company object of Atresmedia
CorporaciĆ³n, together with the positions or functions exercised thereat. This informationmust be
included in thenotes to the financial statementsof eachyear.
Likewise, the directorsmust inform the Company of all the posts they hold, and of all the activities
they perform at other companies or entities and, in general, of any event or situationwhichmay be
relevant in their roleasCompanydirectors.
If a director or any other person affected by the Internal Rule of Conduct in the area of Security
Markets is involved in a possible conflict of interest, the mechanism is disclosed therein. The
affected party must inform the Regulatory Compliance Committee as soon as possible, through a
computer system installed for this purpose, of any situations which may potentially give rise to
conflicts of interest as a result of his/her activities outside the ATRESMEDIA Group, his/her family
relationships, his/her personal assetsor anyother circumstanceswith:
a)
Financial intermediariesoperatingwith theATRESMEDIA Group.
b)
Professional or institutional investors which have a significant relationship with the
ATRESMEDIAGroup.
c)
Significant equipment ormaterial suppliers.
d)
Providers of professional services or external advisors, including those which provide legal,
consultingor audit services.
With regard to the significant shareholders, article 9.2 c) of the Board of Directors' Regulations
reserves for the Board the approval of the Company transactions with directors, significant
shareholders or representatives on the Board, or with persons related thereto (related-party
transactions), except in those related-party transactions performed under contracts whose
conditions are standardised andwhich are appliedenmass tomany customers and, furthermore, at
pricesor rates generally establishedbywhomever acts as supplier of thegoodor service inquestion,
provided that its amount does not exceedoneper cent (1%) of theCompany's annual income.
The approval of theBoardwith respect to related transactionsmust first have the favourable report
of the Audit and Control Committee, which must assess the transaction from the standpoint of
equality in dealings with the shareholders and the market conditions thereof. The annual public
disclosures include a summary of the significant transactions performed by the Company with its
directors and significant shareholders.
D.7
Ismore thanoneGroup company listed in Spain?
Yes No X
Identify the listed subsidiaries in Spain:
Listed subsidiaries
Indicate whether they have accurately and publicly disclosed the respective areas of activity they
engage in, andanypossiblebusiness dealings between them, aswell as between the listed subsidiary
andotherGroup companies;
Yes No
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