Annual Report Remuneration 2017
3 In the exceptional case that in a given year, the maximum amount of directors’ remuneration indicated was obtained, no allowances for attendances will be paid for the remaining meetings of the Board or its Committees to be held during such year. The distribution of remuneration among the different directors will be established by a Board resolution, in accordance with articles 217 and 529 septdecies of the Spanish Companies Law, and with article 31 of the Board Regulations of Atresmedia Corporación, which must take into consideration the functions and responsibilities allocated to each director, membership on the Committees and other objective circumstances deemed to be of significance. Accordingly, the establishment of the exact amount of the remuneration of each of the members of the Board of Directors and of its different committees, and of the allowances for attendance at each one of the meetings of the different corporate bodies is expressly delegated to the Board of Directors, respecting, in this regard, the aforementioned maximum amount set by the General Shareholders’ Meeting of Atresmedia Corporación.” The criteria used to define the Company's remuneration policy are as follows: Stability, objectivity and transparency of the remuneration system. Possibility of reducing remuneration, in line with the Company's financial earnings, and of including extraordinary remuneration, tied to the attainment of company targets. Dimension of the Atresmedia Group. Dedication, experience and professional qualifications of the directors and sector of activity. Different remuneration for directors that provide specific professional services to the Company, while not being executives. Variable remuneration of the executive directors with exclusive dedication, tied to the Company's financial earnings and the inclusion on the Atresmedia Group's Board of Directors. Long-term Variable Remuneration Plan with delivery of own shares, which affects the Chairman and the CEO: includes long-term financial targets and the obligation to remain in the Atresmedia Group. The maximum ordinary variable remuneration (accruing annually and tied to the attainment of the Group economic targets and to the permanence of the director), is 80% of the director’s fixed salary (which can reach 88% as described further on in section A4): 50% of the incentive is paid upon accrediting compliance with the annual economic targets and the other 50% in two years, provided that the director continues providing its services to the Group, since this additional percentage is tied to the loyalty-building, permanence and personal commitment of the director with the Company’s long-term targets. Variable remuneration in cash is limited to a maximum percentage of the beneficiary’s fixed salary and it’ s not possible that not foreseen deviation take place. Furthermore, long-term variable remuneration with the delivery of own shares also has a target limit: the amount of EIGHT MILLION, NINE HUNDRED AND THIRTY THOUSAND NINE HUNDRED EUROS (€8,930,900), which the Ordinary General Shareholders’ Meeting set as the total maximum price of the shares that must be bought on the market with this purpose. Accordingly, it is not possible that unexpected changes occur in the cost of this variable remuneration. A.2 Information on the preparatory work and the decision-making process to be followed to determine the remuneration policy and the role performed, where appropriate, by the Remuneration Committee and other control bodies in the establishment of the remuneration policy. This information will include, where appropriate, the term of office granted to the Remuneration Committee, its breakdown and the identity of the external advisers the services of which were used to define the remuneration policy. Likewise, the type of director that, where appropriate, has intervened in the definition of the remuneration policy will be identified.
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