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The ultimate decision-making body is the Shareholder Meeting, which was held on 28 April 2015. The AGM delegates the management of the company to the Board of Directors.
At the end of 2015, the Board comprised 10 members, two less than the previous year.
D. Rodrigo Echenique Gordillo and the representative of LIMA S.L. left the board as the result of changes to the share ownership structure.
The current Chairman of the Board is D. Santiago Bergareche Busquet, who held a director’s position in 2014.
There were no new appointments to the Board in 2015, which consists of seven nominee directors, two independent directors and one executive director.
Reflecting the structure of share ownership and the requests from shareholders for Board representation, the number of women on the Board is 10%. On 16 February 2015, the Appointments and Remuneration Committee unanimously approved a plan to measures and targets to achieve an equal representation of men and women on the Board.
In 2015 an assessment was made of the performance of the Board which including the performance and remuneration of the Directors, among other variables.
The Board met ten times in the year, each time with a 100% attendance level from members.
The Board has delegated some of its functions, especially those of supervision, to three Committees: the Executive Committee, the Audit and Compliance Committee and the Appointments and Remuneration Committee. The rules and functions of these are available on the Vocento website.
The number of meetings of these Committees in 2015 was as follows:
The proportion of women on the Committees was unchanged on the previous year:
The Board of Directors delegates the executive management of the Company to the Chief Executive Officer, who chairs the Executive Committee which consists of senior management. More information about this Committee is provided in the Organisation item of this report.
The ultimate authority for issues of Corporate Social Responsibility is the Board, supported by the Audit and Compliance Committee.
In the year, Vocento hired a new external auditor, PriceWaterhouse Coopers SL. There were no disagreements with the former auditor, Deloitte SL.
There were no qualifications to the report of the account auditors for 2015.
On 27 July 2015, the Board of Directors approved the Code of Good Tax Practices following the proposal of the Audit and Compliance Committee.
The Annual Corporate Governance Report includes details about the level of compliance with the CNMV’s good governance recommendations.
Vocento makes no form of donation to political parties, organisations or foundations.
There have been no fines or complaints related to competition.
There were no penalties related to data protection or privacy.
In terms of public subsidies (regional and national), a total of €443,708 benefited nine regional media. These subsidies are related to culture, the promotion of local languages in the territories of the media and with distribution on island regions.
In 2014, the risk management system was subject to an extensive review process, and this resulted in the approval by the Board of Directors on 13 November 2014 of a new Risk Management Policy for Vocento and group companies. This was implemented in 2015.
Vocento’s risk management system is based on methodological frameworks including COSO II (COSO: Committee of Sponsoring Organizations of the Treadway Commission) and ISO 31000, adapted to the specific requirements of the Group. Furthermore, the definition of responsibilities reflects the recommendations of the ‘three lines of defence’ model of FERMA (the Federation of European Risk Manager Associations) and ECIIA (the European Confederation of Institutes of Internal Auditors).
This system works in an integrated way across various business and functional areas of the company, including business areas and supporting areas.
The policy for controlling and managing risks is based on identifying and assessing the different types of risk that the company faces (a risks map), separating them by relevance, and then determining measures to mitigate the impact of these risks, if they should materialise, and the information and internal control systems used to manage risks at the individual and group level.
At Vocento there are various bodies with responsibilities for the organisation of the risk management system. At the bottom, managers are responsible for risks in their area of activity, and inform the Corporate Risk Management function higher up, until the responsibility reaches the Board of Directors, which is the ultimate responsible party for the Group’s Risk Management.
Internal Audit, which reports to the CEO and the Audit and Compliance Committee, supports the Committee in reviewing risk management and internal control systems.
Vocento defines its level of tolerance to risks in accordance with its General Risks Policy. The Board of Directors reviews and decides whether to approve proposals from the Risks Committee about the Group’s limit and tolerance.
Vocento’s risks map has defined six areas of risk:
During the year the following of these risks materialised:
In both cases, Vocento has established that internal controls and information systems worked correctly. Effective measures to mitigate both risks were implemented.
In order to avoid or mitigate the impact of the possible materialisation of the risks identified in the Risks Map, Vocento has implemented preventative internal control systems which form part of a risk assurance map.
In 2011 Vocento implemented an Internal Control System for the regulated Financial Information (SCIIF) that it discloses to the market and to regulators, based on the framework of the CNMV and supported by its own IT application. This systems includes controls used in the process of preparing financial information, increasing the level of confidence about the accuracy of public financial information.
Concerning compliance risks, in 2014 and 2015 Vocento approved a Crime Prevention System, comprised of a Crime Prevention Policy and a Manual for Preventing and Responding to Crime, both approved by the Board. An Ethics Committee was subsequently established, reporting to the Audit and Compliance Committee in accordance with the company’s governance model, as a body with autonomous powers of initiative and oversight for monitoring the functioning of the crime prevention system.
Vocento’s corporate website www.vocento.com contains detailed information about Good Governance and other information about the Company. Public sections include the following:
The top executive level of the organisation of Vocento consists of corporate areas which support the whole company and the business units which have a regional structure.
The management committee, whose members are listed later in this report, is led by the CEO. The proportion of women is 18%, and only three members are over 50 year. The committee makes decisions as a group.
In Vocento the CEO has no direct responsibility for any specific area except those tasks specific to his position.
The CEO chooses and proposes his management team. For the appointments to be made the approval of the Board’s Appointments and Remuneration Committee is required.
In 2015, two new members joined the Committee, one of them a woman, reflecting the Succession Plan and internal promotions.
Members of the Management Committee receive a fixed remuneration and a bonus depending on the results of the Group, Business Units and on personal targets.
Changes to the remuneration of the CEO and Senior Management must be approved by the Appointments and Remuneration Committee, consisting of members of the Board.
As well as the Management Committee, there are other working groups and decision-making bodies at Vocento. Interdisciplinary committees discuss specific relevant issues. The most important of them, and a summary of their membership, are the following:
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