59 / 63
2
The following operation, dated 05 March 2014, relates to the sale of treasury shares during the accelerated
placement process, whose outcome was notified by the company as a significant event with registration no.
CNMV 201602.
As a result of the operations notified, a total of 14,673,110 treasury shares were transferred, representing 6.5%
of the voting rights. From that point onwards, treasury shares were set at 0.51% of the voting rights.
A.12
Indicate whether the company has issued securities which are not traded on regulated EU
markets
The former B shares (1,181,296) mentioned in this section have been traded on the Spanish computerised
trading system (continuous market) on the four official Stock Markets since 22 January 2015.
C.1. Board of Directors
All the information contained in this Report on the breakdown of the Board of Directors, the type of its
members and the positions held by them in other companies refers to year-end, that is, 31 December 2014.
Mr. José Manuel Lara Bosch, Chairman of the Board of Directors and of its Executive Committee, died on 31
January 2015. As a result, the company sent a significant event to the CNMV on 02 February 2015 (no. 218034).
On the same day on which the Report was approved, 25 February 2015, the Board of Directors, subject to a
favourable report from the Appointments and Remuneration Committee, adopted the following resolutions:
-
Appointment of Mr. José Lara García as the new significant-shareholder appointed director at the
proposal of the shareholder GRUPO PLANETA DE AGOSTINI S.L. to cover the vacancy caused by the
death of Mr. José Manuel Lara Bosch.
-
Appointment of the company MEDIAPRODUCCIÓN, S.L.U. as significant-shareholder appointed
director, at the proposal of the significant shareholder IMAGINA MEDIA AUDIOVISUAL, S.L. The new
director has accepted the position and has appointed as representative the same person who, at the
time, appointed the company which has now been replaced, that is, Mr. Josep María Benet Ferrán. This
appointment covered the vacancy arising from the resignation of the director GAMP AUDIOVISUAL,
S.A., which was notified on 16 February 2015, since this company, in the framework of a restructuring
process of the IMAGINA group of companies, was absorbed by another company in this group. (See
section A.2 of this appendix).
-
Appoint the significant-shareholder appointed director Mr. José Creuheras Margenat as non-executive
chairman of the Board of Directors and member of its Executive Committee, whose chairmanship
corresponds to him, under article 21.2 of the Board of Directors' Regulations.
E.1
Explain the scope of the company's Risk Management System.
In 2014, the Atresmedia Group implemented a new application which supports its whole Risk Management and
Control System, known as SAP “GRC” (Governance, Risks and Compliance). It is a Corporate System, developed
with its SAP transactional system, which enables the monitoring of all the group's risks to be systematised,
ordered and documented, together with the existing controls to mitigate the risks identified and establish work
flows which speed up and order the information flows of the risk and control system.
I.
Regulatory compliance
The Atresmedia Group has defined a regulatory compliance model, which enables all regulations to be
respected, both in relation to the sectors in which it operates and in respect of how it affects the group in view
of its status as a listed company or the generic legislation to which it is submitted (labour, tax, environmental,
etc.).
The supervision of regulatory compliance, via specific controls, is one of the clear principles on which the
Atresmedia Group's Risk Management and Control System is based.
Additionally, a series of internal procedures and protocols have been defined and adequately notified. These
procedures and protocols have been included within the group's Risk Management and Control System,
representing additional control mechanisms to ensure compliance in order to mitigate the appearance of
various associated risks.