Annual Corporate Governance Report 2017

12 recommendations. We believe that a balance in the composition of this collegiate body is the best way to ensure that it can deliver effective management, oversight, scrutiny and debate, and thus make the best decisions for the company. The Atresmedia policy is based on the insight that appointments to the Board should be based on the following decisive factors: shareholder structure of the company; diversity of knowledge and experience of directors, their ability to dedicate sufficient time to doing their job, and their specialisation in specific key fields (finance, law, audiovisual management, etc); absence of actual or potential conflicts of interest; and a personal commitment by each director to further the interests of the company. The policy also sets the medium-term goal to achieve a greater presence of women on the board. The steps taken are described in C.1.5 above. In the management report attached to the financial statements for 2017 (to be approved by the Board on the same date as this report), the Company sets out a non-financial statement in accordance with the requirements of Royal Decree-Law 18/2017 on the outcome of our diversity policy, as expressed by indicators on different types of director, gender, nationality, training and skills. The latest appointment to the Board was made in 2016. The Appointments and Remuneration Committee verified that this policy was followed in the course of the selection process, assessed the skills and expertise of selected candidates and identified the required aptitudes to fulfil specific functions. No discrimination was permitted. The Appointments and Remuneration Committee proposed to the Board the appointment as an independent director of Mónica Ribé Salat. The Committee wrote the rationale for this nomination, which, having been approved by the Board, was laid before shareholders in conjunction with the draft text of the appointment at the general meeting of 2016, together with an account of Ms Ribé’s track record and professional profile. The selection process benefited from the assistance of the firm Seeliger & Conde. C.1.7 Explain how major shareholders are represented on the board. Major shareholders are represented on the Board by proprietary directors, who are nominated by each major shareholder at the general meeting. Such nominations must first attract a favourable report produced by the Appointments and Remuneration Committee and then be approved by the Board itself. C.1.8 If any proprietary director has been appointed at the behest of a shareholder earning less than 3% of share capital, explain why. Disclose any refusal to accommodate a formal request for a presence on the board from a shareholder whose ownership interest is equal to or greater than any other shareholder who has successfully nominated a proprietary director. If that situation has arisen, state the reasons for such refusal. Yes  No X C.1.9 Disclose whether any director has departed from office before the end of his or her mandate, and, if so, whether he or she has given reasons to the board and by what means, and, if he or she did so in writing addressed to the entire board, set out at least the reasons given by the director him or herself. No such situation arose. C.1.10 Disclose any powers delegated to the chief executive officer or to executive directors. Name / company name of director Brief description Silvio González Moreno All the powers vested in the Board except those that are non-delegable under the law or the Company’s articles.