Annual Corporate Governance Report 2017

23 Company Group Number of consecutive years 2 2 Company Group Number of years audited by the current audit firm/ Number of years in which the company has filed audited statements (%) 10.53% 10.53% C.1.40 Indicate the existence of and describe any procedure in place for directors to draw upon external advice. Yes X No  Describe procedure Under the procedure specified in article 33 (6) of the Board Regulations, to assist directors in the performance of their duties the Board may, at the behest of directors, engage at the Company’s expense advisory services from legal, accounting, financial or other experts. The engagement must address specific issues of considerable significance and complexity that arise in the course of performance of directors’ duties. A request to engage advisers must be submitted to the Chairman. The Board may reject the request if it believes:  the engagement is unnecessary for the proper performance of directors’ duties;  the cost of the engagement is unreasonable in the light of the significance of the issue and the Company’s assets and revenue;  the technical assistance requested can be adequately provided by the Company’s own experts and technical specialists; or  the information that would have to be supplied to the expert would pose a confidentiality risk. C.1.41 Disclose the existence of and describe any procedure that is in place for directors to have available the necessary information to prepare for board meetings sufficiently in advance. Yes X No  Describe procedure Under the procedure set out in article 27 (4) of the Board Regulations, each director receives the agenda proposed by the Chairman, with an appropriately detailed statement of the business to be dealt with. The notice of meeting must have attached the documents to be submitted at the Board meeting, except when, in the Chairman’s opinion, in exceptional cases and for security reasons, it is more appropriate that such documentation be examined only at Company headquarters. Furthermore, article 33(3) of the Board Regulations specifies that it is each director’s obligation to obtain all the information that he or she deems necessary or advisable at the time for the proper performance of his/her duties. Specifically, every director must diligently keep him or herself informed about the Company’s progress and affairs. For this purpose, each director is invested with extensive powers to demand information on any aspect of the Company to the extent he/she deems necessary or advisable for the proper exercise of his/her functions. This right to information extends to subsidiaries within the Atresmedia Group, and must be exercised in good faith. For these purposes, the Company will also provide the support required for new directors to acquire prompt and sufficient knowledge of the Company and of its corporate governance rules. An orientation programme has been introduced for this purpose (see C.1.20). Likewise, the Company may establish refresher programmes aimed at directors when the circumstances so advise. The Secretary to the Board drafts notices on regulatory developments and legal matters of interest to directors: insurance coverage, directors’ liability, corporate governance, etc. In order not to disrupt the Company’s normal course of business, the right to information must be channelled through the Chairman, or the Secretary to the Board, who will deal with directors’ requests

RkJQdWJsaXNoZXIy OTI3MzU=