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The types of directors (executive directors, significant-shareholder appointed non-
executive directors, independent non-executive directors or other non-executive
directors) who are beneficiaries of remuneration systems or plans which include
variable remuneration.
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The fundamentals of these variable remuneration systems or plans, the
performance assessment criteria chosen, and the assessment methods and
components to determine whether such assessment criteria have been met or
otherwise, and an estimate of the absolute amount of the variable remuneration
arising from the remuneration plan in force, based on the degree of compliance with
the assumptions or objectives taken as reference.
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Where appropriate, information will be provided on the payment deferral or
deferral periods stipulated and/or the withholding periods for shares or other
financial instruments, if any.
The possible beneficiaries of variable remuneration are as follows:
a)
Executive directors as defined in the applicable regulations, that is (i) those who
perform management duties at the Company or its Group, whatever the legal
relationship held; and (ii) those who perform management functions and, at the
same time, are, or represent, a significant shareholder, or those who are
represented on the Board of Directors.
b)
Non-executive directors (that is significant shareholder-appointed, independent or
other non-executive directors) who regularly perform a different professional
activity, additional to that required by their directorship, which accordingly involves
the usual or circumstantial exercise of specific qualified professional activities, or
activities involving the Company's institutional representation, advisory and
consulting services, etc.
The current loyalty-building and variable remuneration plan of the directors was approved
by the Appointments and Remuneration Committee on 31 May 2007 and by the Board of
Directors' meeting of the same date, following a favourable report issued by this
Committee. This plan also includes all the Company's executives and middle management.
The portion corresponding to directors includes an annual bonus of up to 80% of total
remuneration, paid in two equal tranches: 50% of the bonus when the targets assigned are
attained (exclusively related with the Atresmedia Group's annual economic targets), and
the remaining 50% within two years. To receive such bonus, the director must continue to
provide its services to the Company at that time, since this percentage is exclusively tied to
building the director's loyalty, thereby rewarding seniority and a stable relationship with
the Group, together with the personal and professional commitment of directors with its
medium- and long-term strategies.
In February 2010, the Appointments and Remuneration Committee decided to modify the
aforementioned Plan, subsequently ratified by the Board of Directors. Such change
consisted of reducing the minimum EBITDA threshold which acts as an essential prior
condition to ensure that the Plan may reap its fruits.