Annual Corporate Governance Report 2017

30 Organisation and functioning:  Formed by at least three and no more than five directors, all of whom must be non- executive.  Committee members are appointed by the Board from among directors, having regard to their expertise and track record and the purposes of the Committee. A majority of Committee members are independent directors.  The Chairman of the Committee must be an independent director, and is appointed for a term of no more than four years, although he or she may be re-elected for further four-year terms. The Secretary must be the Secretary or the Deputy Secretary to the Board.  If the Secretary is absent from a meeting, the office falls to the Committee member appointed by those present.  The Committee is properly constituted if the number of members present in person or by proxy is greater than those absent. The Committee passes resolutions by a simple majority of those present The Chairman has the casting vote.  Committee meetings may be attended by executive directors and any Company employee or executive if expressly so decided by the members. The Committee annually calls upon the Corporate Director General so that he or she may brief the members on the implementation of the policy on variable pay to executives and directors.  The Committee meets when convened by the Chairman when he or she thinks fit, and when so demanded by at least three members, or by the Chairman of the Board, or by the CEO.  The Chairman reports to the Board on the business dealt with at meetings. All directors receive copies of the minutes of this Committee. Main activities in 2017: Brief to the Board on the report on directors’ remuneration in 2016; report on the maintenance by independent directors of the conditions for maintaining this category; approval of its activity report and proposal for the 2016 report of the Board; approval of the results of the assessment of the Board and its committees in 2016 set out in the report prepared with the advice of Deloitte Advisory, S.L. and Action Plan for 2017; report on the results of the variable remuneration system for executives in 2016; report on the modification of the contract with the Chairman of the Board in order to incorporate the modification of his director class as executive director; report on the new Remuneration Policy for directors of the Company for 2018, 2019 and 2020; report on the change in the category of director of the Vice-Chairman of the Board; report on the proposal to amend the professional service contracts relating to the Vice-Chairman of the Board; report on the protocol on the succession of the Chairman of the Board and the Chief Executive Officer of Atresmedia Corporación, and on the Intervention Protocol of the Executive Committee on matters of special importance; analysis and report to the Board on the situation arising from the criminal investigation related to SGAE and subsequent procedural developments. C.2.2 Fill out the following table with the information relating to the number of women directors sitting on board committees in the last four years. Number of women directors 2017 % 2016 % 2015 % 2014 % Executive committee 16.67% 16.67% 0 0 Audit committee 60% 60% 40% 20% Appointments and remuneration committee 60% 60% 60% 20%