4 / 16
4
The fixed components of the directors' remuneration were as follows:
a)
Annual remuneration of
€
25,000 for each member of the Board of Directors, and an attendance allowance
per Board meeting of
€
2,000.
b)
Annual remuneration of
€
50,000 for each member of the Executive Committee, and an attendance
allowance of
€
2,500 for each meeting of the Executive Committee.
c)
An attendance allowance of
€
2,000 for each meeting of the Audit and Control Committee, without fixed
remuneration.
d)
An attendance allowance of
€
2,000 for each meeting of the Appointments and Remuneration Committee,
without fixed remuneration.
In 2015, the following number of meetings were held: Board of Directors: nine (9), Executive Committee: eleven (11),
Audit and Control Committee: five (5) and Appointments and Remuneration Committee: four (4).
Executive directors receive a different remuneration (fixed and variable), which may also include remuneration in
kind (health and life insurance), as indicated in sections A.10 and D.1 of this report.
A.4. Explain the amount, nature and main characteristics of the variable components of the remuneration systems. In
particular:
Identify each of the remuneration plans of which the directors are beneficiaries, their scope, their approval
date, implementation date, period in force and their main characteristics. In the case of share options and
other financial instruments, the general characteristics of the plan will include information on the conditions
to exercise such options or financial instruments for each plan.
Indicate any remuneration for participation in profits or premiums, and the reason for which it is granted.
Explain the fundamental parameters and fundamentals of any annual premium system (bonus).
The types of directors (executive directors, significant-shareholder appointed non-executive directors,
independent non-executive directors or other non-executive directors) who are beneficiaries of
remuneration systems or plans which include variable remuneration.
The fundamentals of these variable remuneration systems or plans, the performance assessment criteria
chosen, and the assessment methods and components to determine whether such assessment criteria have
been met or otherwise, and an estimate of the absolute amount of the variable remuneration arising from
the remuneration plan in force, based on the degree of compliance with the assumptions or objectives taken
as reference.
Where appropriate, information will be provided on the payment deferral or deferral periods stipulated
and/or the withholding periods for shares or other financial instruments, if any.
The possible beneficiaries of variable remuneration are as follows:
a)
Executive directors as defined in the applicable regulations, that is (i) those who perform management
duties at the Company or its Group, whatever the legal relationship held; and (ii) those who perform
management functions and, at the same time, are, or represent, a significant shareholder, or those who are
represented on the Board of Directors.
b)
Non-executive directors (that is significant shareholder-appointed, independent or other non-executive
directors) who regularly perform a different professional activity for the Company, additional to that
required by their directorship, which accordingly involves the usual or circumstantial exercise of specific
qualified professional activities, or activities involving the Company's institutional representation, advisory
and consulting services, etc.
The current loyalty-building and variable remuneration plan of the directors was approved by the Appointments and
Remuneration Committee on 31 May 2007 and by the Board of Directors' meeting of the same date, following a
favourable report issued by this Committee. This plan also includes all the Atresmedia Group's executives and middle
management.
The portion corresponding to directors includes an annual bonus of up to 80% of total remuneration, paid in two
equal tranches: 50% of the bonus when the targets assigned are attained (exclusively related with the Atresmedia
Group's annual economic targets), and the remaining 50% within two years. To receive such bonus, the director must
continue to provide his/her services to the Company at that time, since this percentage is exclusively tied to building
the director's loyalty, thereby rewarding seniority and a stable relationship with the Group, together with the
personal and professional commitment of directors with its medium- and long-term strategies.