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Such appointment must necessarily relate to specific problems of certain significance
and complexity arising in the performance of the related functions.
The arrangement request must be made to the Chairman and may be rejected by the
Board of Directors if it is accredited that:
a)
it is not necessary for the strict performance of the functions entrusted to the
directors;
b)
its cost is not reasonable in comparison with the scale of the problem and of
the Company's assets and income;
c)
the technical assistance obtained may be adequately dispensed by company
experts and technical staff;
d)
from a confidentiality standpoint, the information which may be provided to
the expert may constitute a risk.
C.1.41
Indicate and, where appropriate, detail whether a process exists for directors to obtain
the information required in order to be able to prepare Board meetings in sufficient
time:
Yes X No
Details of the procedure
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
documentation be examined only at Company headquarters.
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 on 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 the Atresmedia Group, and it must always be
exercised in accordance with the requirements of 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, and may establish guidance programmes in this
connection. Likewise, the company may establish, when the circumstances so advice,
programmes to update knowledge aimed at 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 the Chairman or the Secretary to the Board of Directors are
absent or cannot channel such disclosure, such task will be performed by one of the
Deputy Chairmen or by a Deputy Chairman of the Board of Directors, respectively.
Likewise, the functions performed by the Secretary to the Board include that of
adopting the measures required in order that the Board is always up to date with the
matters 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 copy of the minutes of the Executive Committee and remaining
Committee meetings.