Annual and Corporate Responsibility Report 2015

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The Board of Directors of Atresmedia
comprises 13 board members and there is
currently a vacancy that has not yet been
covered through the system of co-option
set out under law. Consequently, the next
General Meeting of Shareholders will need
to decide whether to remove or to cover
the aforementioned vacancy.
The structure of the Board of Directors
and the proportion by which the different
types of directors are represented
responds above all to the make-up of
the Company’s shareholding structure,
with a major concentration of ownership
of economic and voting rights held
by major shareholders and a smaller
presence of minority shareholders on
the governing bodies, with a proportion
that is less than that of large companies
listed on the securities markets. Thus,
even before the stock market float of
Atresmedia, its major shareholder, Grupo
Planeta De Agostini, holds a stable and
ongoing significant position, which has
always been higher than 40% of the
share capital. This interest, coupled
with the holding of another two major
shareholders, UFA FILM and IMAGINA,
jointly exceeds 60% of the share capital
of Atresmedia. All proprietary directors
(who also account for the majority
of the Board of Directors) have been
appointed at the request of shareholders
with stakes that represent more than 3%
of the capital and in a number that is
equivalent to their respective stake in the
shareholding structure of the Company.
For these purposes, it should also be
remembered that the Good Governance
Code of Listed Companies expressly
acknowledges the singular nature that
can occur in the shareholding structure
of these companies. Whenever this
singularity exists, it is considered to be a
relevant aspect in itself, which justifies an
adjusted model for optimum collegiate
administration of the affected Company.
According to that Code, for cases such
as that of Atresmedia it is considered
that the number of independent directors
should represent at least one third of all
directors as a desirable objective and one
that adapts to the best practices of good
corporate governance.
Lastly, the Appointments and
Remuneration Committee has set itself
the medium-term target of gradually
adjusting the representation of women on
the Board of Directors, as shown in the
Directors Selection Policy, approved by
the Board of Directors in 2015. Based on
this Policy, the Committee has decided
that the future composition of the Board
shall adapt to the provisions set out in
this regard in the aforementioned Good
Governance Code. Consequently, the
number of female board members should
be at least 30% of all members of the
Board of Directors by 2020. On the date
of approving this report, the number
of female board members already
represents 25% of the Board overall.
On the corporate website
the
content of which has been reviewed
and completed in 2015 to adapt it to
Circular 3/2015, of 23 June, from the
National Securities Market Commission,
on technical and legal specifications and
information that must be shown on the
ATRESMEDIA | ANNUAL AND CORPORATE RESPONSIBILITY REPORT 2015 | ATRESMEDIA | 45