34 / 64
34
D.6
List the mechanisms established to detect, determine and resolve possible conflicts of interest
between the Company and/or its Group, and its directors, managers or significant shareholders.
The mechanisms relating to conflicts of interest of the Board members are regulated in the Board of
Directors' Regulations, specifically in article 34.3). Such Regulations stipulate that the directors must
notify the Board of Directors of any direct or indirect conflict with Company interests.
Should such conflict be the consequence of a transaction between the director and the Company,
this transaction may only be performed with the prior authorisation of the Board itself which, in
turn, will have required a decision to have been handed down in this connection by the
Appointments and Remuneration Committee.
In the event of conflict, the director involved will abstain from intervening in the deliberation and
decision-making process on the transaction generating the conflict. The directors affected by the
conflict of interests may not delegate their vote at the corresponding Board of Directors’ meeting
and must be absent from the meeting room when the Board votes and deliberates in this regard.
The Annual Corporate Governance Report will include all the conflicts of interest in which the
Company's directors are immersed.
The directors must also notify any conflict of interest with an actual or potential bearing that they or
their related parties (as defined in article 231 of the Spanish Companies Law) may have with the
Company. This information must be included in the notes to the financial statements of each year.
If a director or any other person affected by the Internal Rule of Conduct in the area of Security
Markets is involved in a possible conflict of interest, the applicable mechanism is disclosed in such
rule. The affected party must inform the Regulatory Compliance Committee as soon as possible,
through a computer system installed for this purpose, of any situations that may potentially give
rise to conflicts of interest as a result of his/her activities outside the Atresmedia Group, his/her
family relationships, his/her personal assets or any other circumstances related with:
a)
Financial intermediaries operating with the Atresmedia Group.
b)
Professional or institutional investors that have a significant relationship with the Atresmedia
Group.
c)
Significant equipment or material suppliers.
d)
Providers of professional services or external advisers, including those which provide legal,
consulting or audit services.
With respect to significant shareholders, under article 8.2 of the Board of Directors’ Regulations, the
Board must approve the transactions performed by the Company with directors, significant
shareholders or representatives on the Board, or with people related thereto (related party
transactions), except in those related party transactions that comply with the requirements included
in section D.1 above.
The approval of the Board with respect to related party transactions firstly requires a favourable
report by the Audit and Control Committee, which must assess the transaction from the standpoint
of equality in dealings with the shareholders and the market conditions thereof.
The annual public disclosures include a summary of the significant transactions performed by the
Company with its directors and significant shareholders.
D.7
Is more than one Group company listed in Spain?
Yes
No X
Identify the listed subsidiaries in Spain:
Listed subsidiaries
Indicate whether they have accurately and publicly disclosed the respective areas of activity they
engage in, and any possible business dealings between them, as well as those of the listed
subsidiary with other Group companies;
Yes
No