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B
REMUNERATION POLICY ENVISAGED FOR FUTURE YEARS.
B.1. Perform a general estimate of the remuneration policy for future years which describes
this policy with respect to: fixed components, allowances and variable remuneration, the
relationship between the remuneration and the results, estimate systems, conditions of the
contracts of executive directors, and estimates of the most significant changes in the
remuneration policy with respect to previous years.
The policy included in this report for 2014 is that which has been applied by the Company
in recent years. Changes are not expected to take place in the three subsequent years in
which it will foreseeably be in force -2015, 2016 and 2017-under section 2.a) of the
Transitional Provision of Law 30/2014, of 3 December, amending the Spanish Companies
Law on the enhancement of corporate governance.
Without prejudice to the foregoing, in line with the estimates of the Board of Directors, the
Ordinary General Shareholders’ Meeting to be held in 2015 will have to adopt the
necessary resolutions to adapt the articles of association and the remaining corporate
governance rules of Atresmedia Corporación to the new Spanish Companies Law, and it
will also be necessary to reform the Board of Directors' Regulations.
The current wording of article 217 of the Spanish Companies Law stipulates that, generally,
the articles of association must define and specify directors' remuneration systems. On a
supplementary basis, the new article 529.16 states that, in the case of listed corporations,
the post of director must be remunerated, unless otherwise indicated in the articles of
association. And the following articles of this same law include additional obligations and
requirement relating to the form of directors' remuneration and the remuneration policy.
In the proposal to amend the articles of association which the Board of Directors will
submit to the Ordinary General Shareholders’ Meeting to be held in 2015, the same model
currently in force will be maintained. Accordingly, the new articles of association will avoid
any amendment to this remuneration policy, without preventing the reform of the articles
of association from defining a more complete remuneration model, in order to avoid
possible future needs requiring a further modification of such articles of association.
However, if a change ultimately takes place in the articles of association which is
contradictory and incompatible with any aspect of the current remuneration policy, it must
be understood that this specific part would be immediately repealed without any effect,
without affecting the measures which the Board of Directors must take in that scenario to
adapt the remuneration policy to the new articles of association, with the limits and
formalities stipulated by Law.
As a precaution, the Board of Directors has empowered its secretary to correct the wording
of the remuneration policy when required with the sole limited objective of updating the
references and mentions included therein with respect to other corporate governance rules
of Atresmedia Corporación, once they have been adapted to the reform of the Spanish
Companies Law.