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ascertain their viewpoints in order to form an opinion on their concerns, in particular, regarding
corporate governance of the Company; and to coordinate the Chairman's succession plan.
Not applicable.
35.
The Secretary to the Board of Directors should specifically oversee that the Board of Directors'
procedures and decisions include the recommendations on good governance contained in this Code
of Best Practice applicable to the Company.
Complies
36.
The Board of Directors' plenary session must perform an annual assessment and adopt, where
appropriate, an action plan that remedies any shortcomings detected with respect to:
a)
The quality and efficiency of the Board's functioning;
b)
The functioning and breakdown of its committees.
c)
Diversity in the breakdown and competences of the Board of Directors.
d)
The performance of the Chairman of the Board of Directors and of the Company's CEO.
e)
The performance and contribution of each director, paying special attention to the heads of the
different Board committees.
The assessment of the different committees will be based on the report submitted by them to the
Board of Directors; the assessment of the Board of Directors will be based on that submitted to it by
the Appointments Committee.
Every three years, the Board of Directors will be aided in its assessment by an external consultant,
the independence of which will be verified by the Appointments Committee.
The business relationships that the consultant or any of its group companies hold with the Company
or any of its Group companies must be broken down in the Annual Corporate Governance Report.
The process and the areas assessed will be described in the Annual Corporate Governance Report.
Complies partially Explain:
The Recommendation is complied with in relation to the annual evaluation of the Board and of its
committees, but no decision has been adopted on the possible involvement of an external consultant
to assess such report. In recent years, the Company has been carrying out this evaluation through an
internal system, supervised by the Appointments and Remuneration Committee, with the direct
personal involvement of all directors. Such system is led by the Chairman and coordinated by the
Secretary to the Board of Directors, which intervenes as guarantor of its technical suitability,
confidentiality and integrity. The procedure is subject to on-going improvements, adapted each year
to the new legal requirements and to the common practices at collective management bodies of
similar quantitative and qualitative characteristics. The outcome of the evaluation enabled directors’
opinions to be known on all key organisation and operational matters. It also permitted improvable
aspects to be detected and remedial measures to be decided and implemented with regard to these
weaknesses or limitations, which are included each year in the related action plan.
37.
When the Company has an Executive Committee, the breakdown of its members by director
category should be similar to that of the Board itself. The Secretary to the Board should also act as
secretary to the Executive Committee.
Complies partially Explain:
The proportionality criterion 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 two significant shareholders,
who are proportionally represented on that Executive Committee, together with the executive