16 / 64
16
IMAGINA MEDIA
AUDIOVISUAL, S.L.
IMAGINA MEDIA AUDIOVISUAL,
S.L.
Mr. Josep Mª Benet
Ferrán, representative of
IMAGINA MEDIA
AUDIOVISUAL, S.L. on
the Company’s Board of
Directors is also Chairman
of the Board of Directors
of IMAGINA MEDIA
AUDIOVISUAL, S.L.
C.1.18
Indicate whether during the year there has been any change in the Board Regulations:
.
Yes X No
Description of changes
On 18 March 2015, the Board of Directors approved a modification to its Regulations, pursuant to article
5 of the Board of Directors’ Regulations and subject to a report by the Appointments and Remuneration
Committee. The new wording was notified to the shareholders at the Ordinary General Shareholders’
Meeting held on 22 April 2015. It was also notified to the Spanish National Securities Market Commission
(CNMV) and is filed in the Madrid Mercantile Register. Its wording is also permanently available on the
Company’s corporate web page and on the CNMV web page.
The Board of Directors’ Regulations were amended in order to (i) adapt them to the Spanish Companies
Law following the entry into force of Law 31/2014, (ii) comply with the Code of Best Practice for listed
corporations, published by the Spanish National Securities Market Commission in February 2015 and (iii)
include technical and wording improvements.
C.1.19
Indicate procedures for the selection, appointment, re-election, evaluation and removal of directors. List
the competent bodies, the procedures to be followed and the criteria to be employed in each procedure.
Selection (article 12 of the Board of Directors' Regulations):
The people proposed to hold the office of director will have to meet the requisites set out by the legal
provisions in force and the Articles of Association, as well as enjoy recognized solvency, competence
and professional prestige and possess the appropriate knowledge and experience to hold such office.
They do not have to have shareholder status. Any persons affected by any prohibitions or by the
incompatibilities established by the applicable legislation and these Regulations will not be able to hold
the office of directors of the Company.
Appointment (article 12 of the Regulations)
The members of the Board of Directors will be appointed by the General Shareholders’ Meeting, in
accordance with the Spanish Companies Law and the Articles of Association.
In the case of vacancies, the Board may appoint, through the system of co-optation, those persons who
will fill such vacancies until the first General Meeting.
Directors can be individuals or legal entities. If a legal entity is appointed, it must, in turn, designate, a
single individual to permanently exercise the functions inherent in the post, who must meet the legal
requirements established for the directors, be subject to the same duties and be jointly and severally
liable together with the legal entity director. The proposal of a representative who is an individual must
be included in the Appointments and Remuneration Committee report. The revocation of his/her
representative will not take effect until the person substituting him/her has been appointed.
The proposal for the appointment or re-election of independent directors must be made by the
Appointments and Remuneration Committee. In the remaining cases, the Board of Directors itself is
tasked with making such proposals. The proposal must be accompanied by a Board of Directors' report
justifying its decisions, which assesses the competences, experience and merits of the proposed
candidate, which will be attached to the minutes of the General Shareholders' Meeting or of the Board