Annual Corporate Governance Report 2017

16 Disclose any significant relationships other than those covered by the preceding section between directors and major shareholders and/or their group companies. Name / company name of related- party director Name / company name of related-party shareholder Description of the relationship Elmar Heggen UFA FILM UND FERNSEH, GMBH UNIPERSONAL. CEO Elmar Heggen MÉTROPOLE TÉLÉVISION, S.A. (M6) Member of the supervisory board Nicolas de Tavernost BERTELSMANN, A.G. Member of the executive committee Nicolas de Tavernost RTL GROUP, S.A. Member of the operational management committee IMAGINA MEDIA AUDIOVISUAL, S.L. IMAGINA MEDIA AUDIOVISUAL, S.L. Josep Maria Benet Ferrán, the representative on the Board of IMAGINA MEDIA AUDIOVISUAL, S.L., is also its chairman and CEO C.1.18 Report any change to the board regulations made in the year. Yes  No X Description of the changes C.1.19 Describe the procedures of selection, appointment, re-election, assessment and removal of directors. Identify the organs concerned and describe the steps followed and criteria applied in each procedure. Selection and appointment (article 12 of the Board Regulations) Nominees to directorships must satisfy the requirements under the law and the Company’s articles. They must be competent, skilled and reputable, and have the knowledge and expertise appropriate to the office. When selecting directors we apply the criteria set out in the director selection policy, which was adopted by the Board. The main objective of the policy is that the Board have a balanced composition in the light of detected requirements.. The selection process is designed to favour diversity as to track records, areas of expertise and gender. Directors need not be shareholders. The office of director is barred to persons who attract any of the prohibitions or conflicts of interest set out in laws and regulations or in the Board Regulations. Appointments to the Board rest with the shareholders at a General Meeting, in accordance with the Spanish Companies Act and the Company’s articles. If any vacancy arises, the Board may use the co-optation system to appoint a person who is to fill the vacancy until the next General Meeting is held. A director may be an individual or a corporation. The corporation must in turn appoint a single individual for the ongoing exercise of the duties that attach to the office. That individual must satisfy the legal requirements prescribed for directors and will be subject to the same duties as, and will be jointly and severally liable with, the director that is a corporation. Nomination of an individual to represent a director that is a corporation is subject to a report to be issued by the Appointments and Remuneration Committee. Revocation of a representative will not be effective until a replacement is appointed. The proposal for the appointment or re-election of independent directors must be made by the Appointments and Remuneration Committee. In the remaining cases, the Board itself is tasked with making such proposals. The proposal must be accompanied by a Board report stating the grounds of its

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