Annual And Corporate Responsibility Report 2017

The Remuneration Policy in its current form was approved at the 2017 Annual General Meeting and will remain in effect from 2018 through to 2020. The principles and criteria underpinning the Company’s remuneration policy are as follows: • Stability, objectivity and transparency of the remuneration system. • Remuneration commensurate to earnings: the Company may lower the remuneration paid to directors or add additional remuneration pegged to the attainment of targets relevant to the Company’s interests and pursuits. • Scale of the Atresmedia Group. • Dedication, experience and expertise of Board members based on the sector of activity. Specific remuneration will be different for executive directors and for other Board members heavily involved in the Company. • Different levels of remuneration for directors who provide specific services to the Company, even if not strictly executive. • Variable remuneration for executive directors who dedicate all their time to the Company. This pay will be pegged to the attainment of financial results and to their remaining a director at the Atresmedia Group. • Long-term variable remuneration consisting of a share option plan for the Chairman and CEO: includes long-term financial objectives and is contingent on them remaining at the Atresmedia Group. This remuneration is subject to a target and upper limit of 8,930,900 euros. • Variable remuneration payable in cash is limited to a maximum percentage of the beneficiary’s fixed salary and no unforeseen deviations are permitted. The heads of remuneration vary on the basis of each director’s duties and responsibilities. All directors and all members of the Executive Committee receive a fixed remuneration component and per diem allowances for attendance at meetings of the Board and its committees. At a General Meeting in 2016 the shareholders passed a resolution that set a ceiling on remuneration to the Board and specified the heads of remuneration it includes. Under the resolution, the total annual remuneration to which directors are entitled by virtue of their office and in respect of committee memberships is capped at 3 million euros. The Annual Report on Directors’ Remuneration , which is available on the CNMV website and Atresmedia’s corporate website, reflects the application of the Policy in the reference year and breaks down directors’ remuneration into specific items. | 92 |  6. GOVERNANCE AND DECISION-MAKING PROCESSES ATRESMEDIA  |  ANNUAL AND CORPORATE RESPONSIBILITY REPORT 2017