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Indicate whether the breakdown of the Executive Committee reflects participation on the Board
of the different types of directors:
Yes
No X
If no, explain the breakdown of the Executive Committee
The proportionality criterion equivalent to the Board of Directors is not complied with on the
Executive Committee, since none of its members are independent directors. The breakdown of
the management bodies and the different types of its members is determined by the
composition of Atresmedia’s shareholder structure, with a significant concentration of
ownership of voting and dividend rights in the two most important stable significant
shareholders, who are proportionally represented on that Executive Committee, together with
the executive directors.
The common purpose of this Executive Committee within the Company is to deliberate and
reflect, analyse and support the Board of Directors. Therefore, it does not assume executive
functions of any type, except specific exceptional circumstances that are subsequently always
expressly ratified by the Board of Directors. Accordingly, the Board’s activity is not actually
substituted by the Executive Committee, nor are its delegable powers complementarily
exercised in the performance of the Board's actual control activity which, in fact, is the common
preferential body, virtually unique, to collectively govern the Company, both with respect to
ordinary and extraordinary matters. In this regard, it must be highlighted that the meetings of
the Executive Committee coincide with those of the Board itself, in most cases, but the
Executive Committee meetings always take place first, the content of which is immediately
notified by the Chairman to the plenary session of the Board of Directors.
AUDIT AND CONTROL COMMITTEE
Name
Position
Type
Ms. Aurora Catá Sala
Chairwoman
Independent
Mr. Elmar Heggen
Deputy Chairman
Significant-shareholder
appointed
Imagina Media Audiovisual
Director
Significant-shareholder
appointed
Ms. María Entrecanales Franco
Director
Independent
Mr. José Manuel Lara García
Director
Significant-shareholder
appointed
% of executive directors
0
% of significant-shareholder appointed directors
60
% of independent directors
40
% of other non-executive directors
0
Explain the functions attributed by this Committee, describe its processes and rules of
organisation and functioning and summarise its most important procedures in the year:
Its existence is envisaged in the Articles of Association (art.41), which also establish the
breakdown, functioning and competences rules (art.42) enacted by the Board of
Directors’ Regulations (arts. 22 and 23).
Its main functions are as follows:
a)
To notify the Shareholders’ Meeting of matters falling within its competences.
b)
To supervise the effectiveness of the Company's internal control, internal audit
and risk management systems, and to discuss with the auditor any significant
weaknesses in the internal control system identified during the performance of the
audit.