Annual Corporate Governance Report 2017

9 State the reasons why these directors cannot be treated as proprietary or independent, and disclose any relations with the company, its executives or its shareholders: Maurizio Carlotti is not, and does not represent, a major shareholder, and is therefore not a proprietary director. Up until 27 July 2017 he was an executive director, and therefore cannot be classed as an independent director. Therefore, under article 529 duodecies of the Spanish Companies Act, he is classed as “other non-executive”. INDEPENDENT NON-EXECUTIVE DIRECTORS Name / company name of director Aurora Catá Sala Profile She joined Seeliger y Conde in 2008 as a partner, and headed up the technology, media and telecommunications (TMT) and pharmaceutical industry practices. She began her career in the financial services sector, first at Bank of America and later as Finance Director at Nissan Motor Ibérica until 1996, when she was appointed managing director of RTVE, Spain’s state broadcasting corporation, in the Catalonia region. Next, she became CEO of Planeta in 2010, and was the managing director of Recoletos Grupo de Comunicación from 2003 until the firm was taken over by RCS, at which point she was appointed managing director of Unidad Editorial Sociedad de Revistas, and headed the RCS Group’s development area in Latin America. Today she is an independent director on the boards of Atresmedia Corporación and Banc Sabadell. Aurora Catá holds a degree in industrial engineering, and was awarded an MBA by IESE. Name / company name of director María Entrecanales Franco Profile Co-founder and honorary chair of the Fundación Balia por la Infancia, which in 2011 was awarded the IMPULSA prize by the Fundación Príncipe de Girona, and the UNICEF Spain prize in 2010 for successfully building a volunteer network. She graduated in law from the Universidad Complutense, and was awarded a master’s degree in international law by the London School of Economics (with honours) and a masters’ degree in charity management by ESADE in 2000. She combines her work at Fundación Balia with business initiatives, and is the co-founder and head of the corporate image area for the Lateral restaurant chain. She has served as a director at Atresmedia Corporación since March 2009. She is a trustee of the Museo de Arte Contemporáneo de Barcelona and sits on the advisory board of the Fundación ARCO. In 2011 she was awarded the national woman executive prize in the “solidarity and humanitarian action” category. Name / company name of director Patricia Estany Puig Profile She holds bachelor’s and master’s degrees in business administration from ESADE and is a graduate of the international management programme of HEC Paris and the advanced management program of Harvard Business School. She started her career at the Paris office of Andersen Consulting in 1985. From 1997 to 2004, she led the internationalisation and restructuring of a range of family owned businesses. She has more than 20 years of international experience in finance, having held senior positions at Lombard Odier (2008-2010), Consulnor Catalunya (2005-2008) and Credit Lyonnais in New York and London (1988-1993). She was vice chair (2003-2007) and member of the management board (2000-2007) of ESADE Alumni, and a trustee of Fundacion ESADE (2013-2017).