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58.
In the case of variable awards, remuneration policies should include limits and technical safeguards
to ensure they reflect the professional performance of the beneficiaries and not simply the general
progress of the markets or the Company’s sector, or other similar circumstances of this kind.
And, in particular, variable remuneration components must:
a)
Be linked to performance criteria that may be pre-determined and measurable and that such
criteria consider the risk assumed to obtain a result.
b)
Promote the sustainability of the Company and include non-financial criteria adapted to create
long-term value, such as compliance with the Company's internal procedures and rules and its
risk control and management policies.
c)
Be devised on the basis of a balance between meeting short-, medium- and long-term
objectives, enabling ongoing diligence to be remunerated over a sufficient period of time to
appreciate its contribution to the sustainable creation of value, so that the elements measuring
such performance do not solely revolve around specific, occasional or extraordinary events.
Complies
59.
Payment of a significant part of the remuneration's variable components should differ for a sufficient
minimum period of time to verify that the previously established performance conditions have been
complied with.
Complies
60.
Deductions should be made to remuneration linked to Company earnings, for any
qualifications stated in the external auditor’s report that reduce such earnings.
Complies
61.
The significant percentage of variable remuneration of the executive directors is tied to the delivery
of shares or financial instruments linked to their value.
Explain:
Atresmedia Corporación’s Articles of Association also foresee that, subject to approval by the
General Shareholders' Meeting, directors' remuneration may consist (aside from and regardless of
other remuneration items) of the delivery of shares or share options thereon, and of remuneration
that is linked to the value of Company shares.
To date, the Board of Directors has not submitted this type of remuneration to the approval of the
General Shareholders’ Meeting.
However, in 2015, the General Shareholders’ Meeting adopted a resolution relating to the
authorisation to purchase treasury shares that expressly states that own shares can be earmarked to
beneficiaries of future remuneration plans or that they are the result of the exercise of share options
benefiting Company workers, employees or directors.
One of the short-term objectives of the Appointments and Remuneration Committee is to reflect on
the appropriateness of implementing future remuneration mechanisms with these characteristics.
The analysis of the different alternatives is already highly advanced, aided by external advisers
specialised in the area. In the event the Company ultimately opts for such remuneration mechanisms,
highly frequent in similar companies, it would have to amend its current remuneration policy but not
its Articles of Association, since said remuneration system is, as previously indicated, expressly
included in such Articles of Association. Nor would it be necessary, at least at the beginning, to
adopt any resolution in relation to the Company's own shares tied to the execution of such policy,
since the current resolution of the General Shareholders’ Meeting offers formal adequate and
sufficient coverage to be able to design and execute a remuneration plan for directors that involves
the delivery of shares or financial instruments tied to their value.
62.
Once the shares or related share options or rights have been allocated to the remuneration systems,
directors cannot transfer the ownership of a number of shares equivalent to two times their fixed