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Name of the group entity
Brief description of the
transaction
Amount
(Thousands of euros)
D.5
Indicate the amount of the transactions performed with other related parties
.
D.6
List the mechanisms established to detect, determine and resolve possible conflicts of interest
between the company and/or its group, and its directors, managers or significant shareholders.
The mechanisms relating to conflicts of interest of the Board members are regulated in the
Board of Directors' Regulations, specifically in its article 35.3 e).
Such article stipulates that the directors must notify the Board of Directors of any direct or
indirect conflict with company interests.
Should such conflict be the consequence of a transaction between the director and the company,
this transaction may only be performed with the prior authorisation of the Board itself which, in
turn, will have required a decision to have been handed down in this connection by the
Appointments and Remuneration Committee.
In the event of conflict, the director involved will abstain from intervening in the deliberation
and decision-making process on the transaction generating the conflict. The directors affected by
the conflict of interests may not delegate their vote to the Board of Directors and must be absent
from the meeting room when the Board votes and deliberates in this regard. The Annual
Corporate Governance Report will include all the conflicts of interest in which the company's
directors are immersed.
The directors must also notify any conflict of interest with an actual or potential bearing which
they or other related parties as defined in article 231 of the Spanish Companies Law may have
with the company. This information must be included in the notes to the financial statements of
each year.
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 assets or any other circumstances related with:
a)
Financial intermediaries operating with the ATRESMEDIA Group.
b)
Professional or institutional investors which have a significant relationship with the
ATRESMEDIA Group.
c)
Significant equipment or material suppliers.
d)
Providers of professional services or external advisors, including those which provide
legal, consulting or 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 and which are applied en mass to many customers and,
furthermore, at prices or rates generally established by whomever acts as supplier of the good
or service in question, provided that its amount does not exceed one per cent (1%) of the
company's annual income.
The approval of the Board with respect to related transactions must 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
Is more than one group company listed in Spain?
Yes No X