Annual And Corporate Responsibility Report 2017

Chief Executive Officer The CEO is tasked with acting on the resolutions carried by the Board of Directors and the Executive Committee. He is currently vested with all the powers and authorities that the law allows to be delegated. Lead Independent Director As the Chairman is an executive director, the Company has observed the law by nominating a lead independent director, with the other executive directors abstaining from that vote. He is authorised to request that a Board meeting be called or that new items be added to the agenda of a meeting that has already been called. He also coordinates and holds meetings with the non-executive directors and oversees the periodic appraisal of the Chairman of the Board of Directors. Secretary and Vice Secretary The Secretary and any vice secretaries the Company sees fit to appoint may optionally be Board members. At present, they do not hold a seat on the Board. Only Board member secretaries may vote at meetings. Their responsibilities are prescribed by law and set out in the Articles of Association and include the duty to keep minutes of Board meetings, ensure that its actions are lawful and support the Chairman in keeping all Board members duly informed so they can carry out their functions accordingly. In 2017 the Board met on 10 occasions. The key decisions were to: • approve the acquisition of Smartclip Latam S.L.; • propose to the shareholders, at the annual General Meeting, that a special dividend be declared, to be paid out of voluntary reserves; • approve the alteration of the director class of Maurizio Carlotti, who henceforth is to be treated as “other non-executive” instead of executive, and adopt the terms and conditions for the engagement of his professional services as Vice Chairman of the Company and as an adviser on strategy; • adopt the protocol on the involvement of the Board’s Executive Committee in especially important matters; • adopt the protocol on succession of the Chairman of the Board and of the Chief Executive Officer; • adopt the 2018-2020 Corporate Responsibility Master Plan. Director appointments and departures Atresmedia has in place a Director Selection Policy based on two main factors: the external laws, regulations and standards that apply to Atresmedia ( Ley de Sociedades de Capital [Companies Act], Ley de Auditoría de Cuentas [Auditing Act] and the principles and recommendations of Spain’s good governance code for listed companies); and Atresmedia’s own internal rules and standards (Board Regulations and Company’s Articles). The Director Selection Policy is based on the insight that appointments to the Board should be based on the following decisive factors: shareholder structure of the company; diversity of knowledge and experience of directors, their ability to dedicate sufficient time to doing their job, and their specialisation in specific | 90 |  6. GOVERNANCE AND DECISION-MAKING PROCESSES ATRESMEDIA  |  ANNUAL AND CORPORATE RESPONSIBILITY REPORT 2017