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C.1.40
Indicate and, where appropriate, detail whether a procedure exists for the directors to benefit from an
external adviser:
Yes X No
Details of the procedure
The procedure is envisaged in article 33.6 of the Board of Directors' Regulations. In order to help
directors to exercise their functions, the Board, at the request of the directors, may arrange with a
charge to the Company, the counselling of legal, accounting, financial or other experts.
Such appointment must necessarily relate to specific problems of certain significance and complexity
arising in the performance of the related functions.
The arrangement request must be made to the Chairman and may be rejected by the Board of Directors
if it is considered that:
it is not necessary for the strict performance of the functions entrusted to the directors;
its cost is not reasonable in comparison with the scale of the problem and of the Company's assets
and income;
the technical assistance obtained may be adequately provided by company experts and technical
staff;
from a confidentiality standpoint, the information that must be provided to the expert may
constitute a risk.
C.1.41
Indicate and, where appropriate, detail whether a process exists for directors to obtain the information
required to be able to prepare Board meetings in sufficient time:
Yes X No
Details of the procedure
Together with the announcement of the Board meetings, in conformity with the procedure stipulated in
article 27.4 of the Board of Directors' Regulations, each director receives the Agenda proposed by the
Chairman, who must sufficiently explain the matters to be dealt with. The announcement should be
accompanied by the documentary information to be submitted at the Board meeting, except when, in
the Chairman's opinion, in exceptional cases and for security reasons, it is more appropriate that such
documentation be examined only at Company headquarters.
Furthermore, article 33.3 of the Board of Directors' Regulations stipulates that it is each director's
obligation to obtain all the information that it deems necessary or advisable at all times for the sound
performance of his/her duties. In particular, each of the directors is obliged to diligently inform on the
Company's performance. For such purpose, each director is invested with the most extensive powers to
furnish information on any aspect of the Company, to the extent he/she deems necessary or advisable to
diligently exercise his/her functions. This duty of disclosure also extends to the various subsidiaries
integrating the Atresmedia Group, and it must always be exercised in accordance with the requirements
of good faith.
For these purposes, the Company will also provide the support required for the new directors to acquire
speedy and sufficient knowledge of the Company, and of its corporate governance rules, and it may
establish guidance programmes in this connection. Likewise, the Company may establish knowledge
update programmes aimed at directors, when the circumstances so advise.
In order not to adversely affect the Company's ordinary management, the duty of disclosure will be
channelled through the Chairman, or the Secretary to the Board of Directors, who will deal with the
director's requests, directly providing them with information or offering them the Company delegates
considered appropriate for each case.
Likewise, the functions performed by the Secretary to the Board include that of adopting the measures
required in order that the Board is always up to date with the matters dealt with and the decisions
adopted by the Executive Committee and the remaining Committees. Accordingly, he/she must