VOCENTO’s General Shareholder Meeting is the sovereign body of the company, with the prerogatives and powers assigned to it by Law and bylaws. Management is assigned to the Board of Directors, which in 2014 consisted of 12 members. One of them is executive, three are independent and eight are nominee directors. The identity of these directors and other information about their appointment can be found on the VOCENTO website and in the Annual Report on Corporate Governance.
The Board has delegated certain functions, mainly in the supervisory area, to three committees: the Executive Committee, the Audit and Compliance Committee, and the Appointments and Remuneration Committee, which carry out their functions according to the applicable norms. In addition, the Board has delegated management to a Chief Executive Officer, who chairs a Management Committee which comprises the senior management of the group.
The editorial independence of the various group titles is core feature of the business. The Board and the Committees understand this and when necessary address it in their meetings.
Currently, there is just one woman of the Board of Directors, Soledad Luca de Tena, representing Valjarafe, S.L. Because of the characteristics of the distribution of shareholders at VOCENTO, and because various significant shareholders have been granted their requests to be Directors, the Board and the Appointments and Remuneration Committee have found it hard to incorporate more women. Notwithstanding this, the Appointments and Remuneration Committee has established a plan to try to increase the representation of women on the Board and has drawn up some guidelines to achieve this goal.
The issue of corporate responsibility, and above all issues concerning business risks and crime prevention, are discussed regularly at the meetings of the Board of Directors. In 2014, the Audit and Compliance Committee discussed these questions in each of its six meetings and informed the Board of Directors about them in six of the Board’s seven meetings in the year.
The Annual Report on Corporate Governance includes detailed information and data about the functioning and results of the General Shareholder Meeting, the Board of Directors and its Committees, which all the details required by the applicable legislation.
The remuneration policy for the Board, Committees and senior management is reviewed and monitored by the Appointments and Remuneration Committee, which informs the Board of Directors about it. All decisions concerning this remuneration policy are approved by the Board of Directors.
In particular, the remuneration policy for the Directors is included in detail in the Annual Report on Director Remuneration, which is published each year and which is submitted to an advisory vote of the General Shareholder Meeting, which approves the policy each year by a vote which is nearly unanimous.
