Annual Report Remuneration 2017
4 The following differences are made in the preparation of Atresmedia’s remuneration policy: − Ordinary remuneration for directors and executives, in line with the systematisation of salary practices already implemented at the Group and which, at the time, were subject to a review and update by the Appointments and Remuneration Committee, with a subsequent report to the of Directors. On an annual basis, this Committee annually reviews its degree of compliance and, where appropriate, decides the need to make adjustments or changes to the remuneration model, which it would subsequently notify to the Board. − The model definition of long-term share-based remuneration for directors and executives had the backing of the firm Seeliger y Conde with regard to economic and remuneration matters (comparative study of the audiovisual sector, target determination criteria, applicable metrics, etc.) and of the law firm Clifford Chance for legal matters. The final decision on the proposal to the General Shareholders’ Meeting had to be taken by the Board of Directors, subject to a report from the Appointments and Remuneration Committee. In accordance with Article 25 of the Board Regulations, the Appointments and Remuneration Committee proposes to the Board the remuneration policy of the directors and of the executives that are directly answerable to the Board of Directors, the CEO or any other director with executive functions, or to the Board’s executive committees. It also notifies and proposes the individual remuneration and remaining contractual conditions of the executive directors, informing the Board of the suitability of the executive director contracts, overseeing compliance with the legal and internal corporate governance rules, both with respect to the remuneration policy and contracts. The Appointments and Remuneration Committee must also frequently review the remuneration policy applied to directors and senior executives, including the remuneration systems involving shares and their application, and guarantee that their individual remuneration is in proportion to that paid to the remaining Company directors and senior executives. The services of external advisers were not used to define, execute and supervise the Company’s remuneration policy. The current remuneration policy was approved by the Ordinary General Shareholders’ Meeting held in 2017, with the preliminary favourable report of the the Board of Directors and of the Appointments and Remuneration Committee. The breakdown of the Appointments and Remuneration Committee is as follows: Chairwoman: Deputy Chairman: Directors: Secretary: Patricia Estany Puig Nicolas de Tavernost Mauricio Casals Aldama Aurora Catá Sala María Entrecanales Franco Manuel de la Viuda Fdez. de Heredia (Independent director) (Proprietary director) (Proprietary director) (Independent director) (Independent director) (Secretary to the Board) A.3 Indicate the amount and the type of the fixed components, with a breakdown, where appropriate, of the remuneration for the performance of functions of the senior management of the executive directors, of the additional remuneration as chairman or member of any Board committee, of the allowances for participation on the Board and its committees or other fixed remuneration as director, as well as an estimate of the annual fixed remuneration arising. Identify other benefits that are not paid in cash and the fundamental parameters for which they are granted. The fixed components of the directors' remuneration were as follows: a) Annual remuneration of €25,000 for each member of the Board of Directors, and an attendance allowance per Board meeting of €2,000. b) Annual remuneration of €50,000 for each member of the Executive Committee, and an attendance allowance of €2,500 for each meeting of the Executive Committee.
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